Common use of Financial Provisions Clause in Contracts

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement, the Licensee will pay to CDT Oxford: (a) the initial lump sum fee of “***”, payable on or before “***”; and *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (b) royalties of “***” in respect of the Net Sales of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and shall not be individually aggregated together to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it is specifically agreed that Licensee shall pay any running royalties only on and after “***”. 4.2 The royalties due under clause 4.1(b) shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the term of this Agreement. On a quarterly basis, Licensee shall submit to CDT Oxford a written report showing: (a) the Net Sales of all Products; and (b) the amount of royalties due pursuant to clause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that US$, it shall be converted into US$ by reference to the Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the last business day of the Quarter in question. 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee is required to deduct or withhold by law. If the Licensee is required by law to make any tax deduction or withholding, the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 Licensee’s report submitted to CDT Oxford pursuant to clause 4.2 above shall be certified by an officer of Licensee or by a designee of such officer to be correct to the best of Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement, Agreement the Licensee DOW will pay to CDT Oxford: (a) the initial lump sum fee or its designated Affiliate, a royalty on all sales of “Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [***”, payable on or before “] percent ([***”; and ]%) of DOW’s Net Sales [*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (b) royalties of “]. The obligation to pay a royalty shall cease after [***” in respect of ] or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and shall not be individually aggregated together include sales to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it is specifically agreed that Licensee shall pay any running royalties only on and after “***”CDT or its Affiliates. 4.2 The royalties due under clause 4.1(b) payable pursuant to Section 4.1 shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the term period of this Agreement. On a quarterly basis, Licensee DOW shall submit to CDT Oxford a written report showing: (a) the Net Sales of all ProductsPolyfluorene-Based Material; and (b) the amount of the royalties due payable pursuant to clause 4.1(b)Section 4.1 in respect thereof. 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that than US$, it shall be converted into US$ by reference to the Telegraphic Transfer Selling (TTS) rate quoted from average of the publication by Bank relevant daily buying and selling rates of Tokyo Mitsubishi on CitiBank, New York for the last business day of currency in question over the Quarter in question. 4.5 4.4 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee DOW shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee DOW is required to deduct or withhold by law. If the Licensee DOW is required by law to make any tax deduction or withholding, the Licensee DOW shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. . 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 Licensee’s report submitted to CDT Oxford pursuant to clause 4.2 above ] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate shall be certified by an officer of Licensee or by a designee of such officer deemed to be correct that quoted in the “Money Rates” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to the best of Licensee’s knowledge and information[**].

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement, the Licensee will pay to CDT Oxford: (a) the initial lump sum fee of “[***”], payable on or before “***”due within thirty (30) days of the Effective Date; and *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.and (b) royalties of “[***” ] in respect of the Net Sales of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and shall not be individually aggregated together to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it is specifically agreed that Licensee shall pay any running royalties only on and after “***”. 4.2 The royalties due under clause 4.1(b4.1 (b) shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the term of this Agreement. On a quarterly basis, Licensee shall submit to CDT Oxford a written report showing: (a) the Net Sales of all Products; and (b) the amount of royalties due pursuant to clause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that than US$, it shall be converted into US$ by reference to the Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the last business day of the Quarter in question. 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee is required to deduct or withhold by law. If the Licensee is required by law to make any tax deduction or withholding, the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 If the Licensee makes any default in payment of the royalties and other sums due hereunder the amount due shall bear interest, both before and after any judgement, at the rate of 1.0% per month compounded monthly from the due date until payment is made to CDT Oxford. In no event shall said annual rate exceed the maximum interest allowed by applicable law. 4.7 At the commencement of this Agreement the Licensee will give CDT Oxford a non-binding estimate of the likely royalties payable to CDT Oxford with respect to the calendar year in which the commencement takes place. Thereafter, in the October preceding each complete calendar year, Licensee will furnish similar non-binding information with respect to the succeeding calendar year. It is understood by both parties that such estimate shall be used only for the purpose of CDT Oxford’s budget planning, and shall not bind Licensee in any way. 4.8 Licensee’s report reports submitted to CDT Oxford pursuant to clause 4.2 above shall be certified by an officer of Licensee or by a designee of such officer to be correct to the best of Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford Sumitomo to Licensee under this Agreement, the Licensee will pay to CDT OxfordSumitomo: (a) the initial lump sum fee of “***”, payable on or before “***”at the end of year 2006; and *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.and (b) royalties of “***” in respect of the Net Sales of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Sumitomo Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and shall not be individually aggregated together to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it It is specifically agreed that Licensee shall pay any running royalties only on and after “***”. 4.2 The royalties due under clause 4.1(b) shall be paid to CDT Oxford Sumitomo within sixty (60) days after the end of each Quarter during the term of this Agreement. On a quarterly basis, Licensee shall submit to CDT Oxford Sumitomo a written report showing: (a) the Net Sales of all Products; and (b) the amount of royalties due pursuant to clause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. agreeable to CDT OxfordSumitomo) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT OxfordSumitomo. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that US$, it shall be converted into US$ by reference to the Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the last business day of the Quarter in question. 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford Sumitomo may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee is required to deduct or withhold by law. If the Licensee is required by law to make any tax deduction or withholding, the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford Sumitomo to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford Sumitomo proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 Licensee’s report submitted to CDT Oxford Sumitomo pursuant to clause 4.2 above shall be certified by an officer of Licensee or by a designee of such officer to be correct to the best of Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement, Agreement the Licensee DOW will pay to CDT Oxford: (a) the initial lump sum fee or its designated Affiliate, a royalty on all sales of “Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [***”, payable on or before “] percent ([***”; and ]%) of DOW’s Net Sales [*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. ]. The obligation to pay a royalty shall cease after ten (b10) royalties of “***” in respect of years or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and shall not be individually aggregated together include sales to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it is specifically agreed that Licensee shall pay any running royalties only on and after “***”CDT or its Affiliates. 4.2 The royalties due under clause 4.1(b) payable pursuant to Section 4.1 shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the term period of this Agreement. On a quarterly basis, Licensee DOW shall submit to CDT Oxford a written report showing: (a) the Net Sales of all ProductsPolyfluorene-Based Material; and (b) the amount of the royalties due payable pursuant to clause 4.1(b)Section 4.1 in respect thereof. 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that than US$, it shall be converted into US$ by reference to the Telegraphic Transfer Selling (TTS) rate quoted from average of the publication by Bank relevant daily buying and selling rates of Tokyo Mitsubishi on CitiBank, New York for the last business day of currency in question over the Quarter in question. 4.5 4.4 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee DOW shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee DOW is required to deduct or withhold by law. If the Licensee DOW is required by law to make any tax deduction or withholding, the Licensee DOW shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. . 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 Licensee’s report submitted to CDT Oxford pursuant to clause 4.2 above ] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate shall be certified by an officer of Licensee or by a designee of such officer deemed to be correct that quoted in the “Money Rates” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to the best of Licensee’s knowledge and information[**].

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement, Agreement the Licensee will will, except as is otherwise expressly provided in this Clause 4, pay to CDT OxfordCDT: (a) the initial lump sum fee Initial Lump Sum Fee, which Initial Lump Sum Fee shall be non-refundable. Licensee and CDT shall provide each other with all such documentation and reasonable cooperation as is necessary to ensure that the Initial Lump Sum Fee shall reach CDT’s nominated bank account by the 30th of “***”June 2007. In particular, payable on or before “***”; CDT and the Licensee shall use reasonable commercial efforts to provide such documentation as may be *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.COMMISSION required by the Japanese tax authorities to enable this payment to be made without the deduction of withholding tax. Licensee may delay payment to the extent that, through no fault on the part of the Licensee, the necessary approval from the Japanese tax authorities has not been received, but in no event may the Licensee delay such payment for more than Sixty (60) days unless it shall have CDT’s prior written consent to such delay; and (b) royalties of “***” at the Relevant Rates in respect of the Net Sales Value of all Products manufactured any LEP Devices produced under the Patents and Transferred by or for the Licensee or any Affiliate using other member of Licensee’s Group. Notwithstanding the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold andforegoing, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “***” of net sales and Licensee shall not be individually aggregated together obliged to represent “***” of net sales. Notwithstanding anything to the contrary contained herein, it is specifically agreed that Licensee shall pay any running royalties only on as prescribed by this Clause 4.1(b) until the aggregate Net Sales Value of LEP Devices and after Finished Devices produced under the Patents and Transferred by or for the Licensee or any other member of Licensee’s Group exceed the sum of “***”. 4.2 The A Transfer will be deemed to have been made, and payments due hereunder in respect of the relevant sale, rental, lease or disposal shall accrue, when invoiced or shipped to a separate legal entity, whichever occurs first. In respect of a sale, rental, lease or disposal which involves delivery of an LEP Device or Finished Product, as the case may be, to a location or locations outside the geographical region of Japan the date of shipment shall be deemed to be the date as cited on the relevant xxxx of lading in respect of such LEP Device or Finished Product. 4.3 Upon Commercial Production the royalties due under clause payable pursuant to Clause 4.1(b) shall be paid to CDT Oxford by the later of (i) within sixty Sixty (60) days after of the end of each alternate Quarter (“Payment Quarter”); or, (ii) within Ten (10) days of the date upon which Licensee receives notification from the Japanese tax authorities that the necessary documents provided by CDT are acceptable to the tax authorities, PROVIDED ALWAYS that (i) payment shall never be delayed for more than Ninety (90) days from the end of the relevant Quarter for which payment is due; and, (ii) in respect of those Quarters during which royalties are calculated but are not payable until after closure of the term next Payment Quarter (“Non-Payment Quarters”), Licensee shall *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION provide CDT with a good faith, non-binding, estimate of this Agreementroyalties accrued during such Non-Payment Quarter. On a quarterly basis, The Licensee shall submit to CDT Oxford a written report in such detail as CDT reasonably requires showing: (a) the Net Sales quantity of all Products; andLEP Devices Transferred by the Licensee and/or any other member of Licensee’s Group during that Quarter in respect of which royalties are payable to CDT; (b) the Net Sales Value of such LEP Devices; and (c) the amount of the royalties due payable pursuant to clause 4.1(b)Clause 4.1 in respect thereof. 4.3 Where any Product is sold or (d) Licensee’s separate calculation of the Net Sales Value of LEP Devices which have been: (i) Transferred otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm terms; or (which is reasonably agreeable to CDT Oxfordii) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT OxfordTransferred as incorporated into Finished Products. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other that than US$, it shall be converted into US$ US Dollars (US$) by reference to the Telegraphic Transfer Selling (TTS) relevant TTM rate quoted from of the publication by Bank of Tokyo-Mitsubishi UFJ, Ltd, Tokyo Mitsubishi on in respect of the last business day currency in question at the end of the Quarter in questionwith reference to which the relevant royalties or sums, as the case may be, are calculated. 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as the Licensee is required to deduct or withhold by law. Notwithstanding the above, Licensee shall be entitled to withhold any income tax imposed by the government of Japan from the payments due to CDT under this Agreement. Licensee shall submit to CDT the withholding tax payment certificate as soon as possible after such certificate becomes available to Licensee. To the extent that any actions or documents are necessary or reasonably desirable under the laws of Japan in order for CDT to enjoy a reduced withholding tax rate under the Tax Treaty of the United Kingdom of Great Britain and Japan, Licensee and CDT shall cooperate in good faith in preparing or obtaining such documents. 4.6 Within sixty (60) days of the end of each Year in which a Minimum Royalty is payable, the Licensee shall, in the manner provided in Clauses 4.3, 4.4 and 4.5 pay to CDT the shortfall (if any) between the royalties paid in accordance with Clause 4.1 and the Minimum Royalty payable with respect to the Year in question 4.7 If the Licensee is required by law to make makes any tax deduction or withholdingdefault in payment of the royalties and other sums due hereunder the amount due shall bear interest, both before and after any judgement, at the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement rate of Three (3) per centum above LIBOR from time to time in force and shall from time that date or the last day of that period (as relevant) until payment of that amount is made to time CDT. 4.8 At the commencement of this Agreement the Licensee will give CDT Oxford proper evidence as an estimate of the likely royalties payable to CDT with respect to the deduction calendar year in which commencement takes place. Thereafter, in the October preceding each complete calendar year the Licensee will similarly furnish an estimate of likely royalties payable to CDT with respect to the then succeeding calendar year. All such estimates shall be given in good faith but shall be non-binding in effect. 4.9 If at any time both parties reasonably consider that in the light of technological and/or commercial developments or withholding and payment over practice the definition of any of “Glass”, “Active Matrix Module” or “Passive Matrix Module” should be altered (or even an additional definition be introduced) to reflect such developments or practice the tax deducted or withheld. parties shall in good faith renegotiate the same. 4.10 “*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.6 Licensee’s report submitted to CDT Oxford pursuant to clause 4.2 above shall be certified by an officer of Licensee or by a designee of such officer to be correct to the best of Licensee’s knowledge and information.*”