Common use of Payment and Reports Clause in Contracts

Payment and Reports. 9.1 Licensee shall pay earned royalties to UW quarterly within thirty (30) days of March 31, June 30, September 30, and December 31 of each year. 9.2 With each payment, Licensee shall include a report setting forth such particulars of the business conducted by Licensee and any sublicensees during the preceding calendar quarter as shall be pertinent to royalty accounting as specified in this Agreement. The report shall include at least (a) the number of units of LICENSED SUBJECT MATTER manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTER; (c) names and. addresses of any and all sublicensees; (d) discounts and allowances; and (e) calculation of total royalties due UW. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 9.3 Until Licensee or any sublicensee engages in commercial use or sale of LICENSED SUBJECT MATTER, Licensee shall prepare and submit to UW within thirty (30) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees in developing LICENSED SUBJECT MA1TER for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article of this Agreement. 9.4 On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide UW with Licensee's certified financial statements for the preceding fiscal year, including, at a minimum, a Balance Sheet and an Operating Statement 9.5 All payments required under this Agreement shall be made in U.S. dollars by check or money order payable to the University of Washington, and delivered to UW as specified in this Agreement. 9.6 Licensee agrees to pay a late fee for any overdue payment due UW under terms of this Agreement. The late fee shall be computed as [***] of the outstanding, unpaid balance. The payment of such a late fee shall not foreclose or limit UW from exercising any other rights it may have as a consequence of the lateness of any payment.

Payment and Reports. 9.1 Licensee shall pay earned royalties to UW quarterly within thirty (30) days of March 31, June 30, September 30, and December 31 of each year. 9.2 With each payment, Licensee shall include a report setting forth such particulars of the business conducted by Licensee and any sublicensees during the preceding calendar quarter as shall be pertinent to royalty accounting as specified in this Agreement. The report shall include at least (a) the number of units of LICENSED SUBJECT MATTER manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTER; (c) names and. addresses of any and all sublicensees; (d) discounts and allowances; and (e) calculation of total royalties due UW. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 9.3 Until Licensee or any sublicensee engages in commercial use or sale of LICENSED SUBJECT MATTER, Licensee shall prepare and submit to UW within thirty (30) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees in developing LICENSED SUBJECT MA1TER for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article of this Agreement. 9.4 On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide UW with Licensee's certified financial statements for the preceding fiscal year, including, at a minimum, a Balance Sheet and an Operating Statement 9.5 All payments required under this Agreement shall be made in U.S. dollars by check or money order payable to the University of Washington, and delivered to UW as specified in this Agreement. 9.6 Licensee agrees to pay a late fee for any overdue payment due UW under terms of this Agreement. The late fee shall be computed as Within [***] days after the end of each calendar quarter during the Term subsequent to the First Commercial Sale of the outstandingProduct in the Prometheus Territory (each such quarter, unpaid balancea "Royalty Reporting Quarter"), Prometheus shall provide Alizyme with a preliminary written report setting forth the estimated Net Sales during such Royalty Reporting Quarter. The In addition, within [***] days after the end of each Royalty Reporting Quarter, Prometheus shall provide Alizyme with an updated written report setting forth the Net Sales during such Royalty Reporting Quarter and the calculation of the Royalty or Alizyme Trademark and Know-How Usage Fee payable to Alizyme for such Net Sales pursuant to this Section 4. Such report shall be accompanied by a payment equal to the total Royalty or Alizyme Trademark and Know-How Usage Fee due, if any, to Alizyme pursuant to this Section 4. All payments shall be made to Alizyme within [***] days after the end of the Royalty Reporting Quarter in United States Dollars. Sales made in currencies other than United States Dollars shall be converted to United States Dollars in accordance with GAAP, treating United States dollars as the reporting currency. In order to calculate the appropriate royalty reduction for the Royalty or Alizyme Trademark and Know-How Usage Fee, as set forth in Section 4.4.2, Prometheus shall review and base such royalty reduction calculation upon the [***] for the Product and the [***] in the United States to the extent made available by a [***] for such Reporting Quarter. In addition, Prometheus shall review the updated [***] for the calendar quarter immediately preceding the Royalty Reporting Quarter (the "Reconciled Quarter") and shall recalculate the appropriate royalty adjustment for such Reconciled Quarter based upon such updated [***] for the Product (the "Reconciliation Data"). If the Reconciliation Data discloses any underpayments by Prometheus to Alizyme, such underpayment shall be paid by Prometheus to Alizyme along with Prometheus' payment for the Royalty Reporting Quarter. If the Reconciliation Data discloses any overpayments by Prometheus to Alizyme, then Prometheus shall have the right to credit the amount of the overpayment against any Royalty or Alizyme Trademark and Know-How Usage Fee payment due to Alizyme until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties or Alizyme Trademark and Know-How Usage Fee due hereunder, Alizyme shall promptly refund an amount equal to any such a late fee shall not foreclose or limit UW from exercising any other rights it may have as a consequence remaining overpayment. For purposes of the lateness clarity only, Schedule 4.5 sets forth examples of any paymentsuch royalty adjustment calculations.

Payment and Reports. 9.1 Licensee shall pay earned royalties to UW University quarterly within thirty sixty (3060) days of March 31, June 30, September 30, and December 31 of each yearyear during the term of this Agreement. Each such payment shall reflect royalties due with respect to Net Sales Revenue occurring during the preceding calendar quarter. 9.2 With each payment, Licensee shall include a report setting forth such particulars of the business conducted by Licensee and any sublicensees each Sublicensee during the preceding calendar quarter as shall be pertinent to royalty accounting as specified in this Agreement. The report report, for Licensee and each Sublicensee, shall include at least (a) the number of units of LICENSED SUBJECT MATTER Licensed Subject Matter manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTERLicensed Subject Matter; (c) names and. and addresses of any and all sublicenseesSublicensees; (d) the amount of Sublicense income received; (e) discounts and allowances; and (ef) calculation of total royalties amounts due UW. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SECUniversity. 9.3 Until Licensee or any sublicensee engages Sublicensees engage in First Commercial Use or other commercial use or sale of LICENSED SUBJECT MATTERLicensed Subject Matter, Licensee shall prepare and submit to UW University within thirty sixty (3060) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees Sublicensee in developing LICENSED SUBJECT MA1TER Licensed Subject Matter for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article 6.0 of this Agreement. 9.4 On or before the ninetieth (90th) day following the close of Licensee's ’s fiscal year, Licensee shall provide UW University with Licensee's ’s certified financial statements (or, if available, audited financial statements) for the preceding fiscal year, including, at a minimum, a Balance Sheet balance sheet and an Operating Statementoperating statement. 9.5 All payments required under this Agreement shall be made in U.S. dollars by check or money order payable to the “University of Washington”, and delivered to UW the Attention of Fiscal Specialist at the University’s Office of Technology Transfer delivered to the address as specified in this Agreement; of, if so directed in writing by University, in such currency, form, and to such account as University may designate. If applicable, the rate of exchange to be used in computing the amount of currency equivalent to the United States dollars shall be the rate of exchange as published in the Wall Street Journal on the last business day of the calendar quarter in which the Net Sales Revenue occurred. 9.6 Licensee agrees to pay a late fee for any payment more than ten (10) days overdue payment due UW University under the terms of this Agreement. The late fee , which shall be computed as [***] simple interest at the rate of the outstanding, unpaid balancetwelve percent (12%) per annum on any such overdue amounts. The payment of such a late fee shall not foreclose or limit UW University from exercising any other rights it may have as a consequence of the lateness of any payment.

Payment and Reports. 9.1 A. In consideration of the rights granted by CLARKSON to LICENSEE under this Agreement, LICENSEE will pay CLARKSON the following; a. A running royalty equal to 5% of net revenue for Licensed Products sales of first $500,000 4% of net revenue for Licensed Products sales of next $500,000 3% of net revenue for Licensed Products sales of next $1,000,000 2% of net revenue for Licensed Products sales of next $3,000,000 1% of net revenue for all Licensed Products sales in excess of $5,000,000. B. In the event that CLARKSON and LICENSEE, upon mutual agreement, amend the license from exclusive to non-exclusive, the royalty rates set herein shall be reduced by 50%. C. During the Term of this Agreement and for one year thereafter, LICENSEE agrees to keep complete and accurate records of its Sales and Net Sales of Licensed Products under the license granted in this Agreement in sufficient detail to enable the royalties payable hereunder to be determined. Licensee shall pay earned royalties agrees to UW quarterly within thirty (30) days of March 31permit CLARKSON or its representatives, June 30at CLARKSON's expense, September 30to periodically examine its books, ledgers, and December 31 records during regular business hours for the purpose of each yearand to the extent necessary to verify any report required under this Agreement. If the amounts due to CLARKSON are determined to have been underpaid, LICENSEE will pay the cost of the examination and accrued interest at the highest allowable rate. 9.2 With each paymentD. Bi-annually, Licensee shall include beginning immediately after the Effective Date, LICENSEE must deliver to CLARKSON a report setting forth such true and accurate written report, even if no payments are due CLARKSON, giving the particulars of the business conducted by Licensee and any sublicensees LICENSEE during the preceding 6 calendar quarter months under this Agreement as shall be are pertinent to royalty accounting as specified in this Agreementcalculating payments hereunder. The This report shall will include at least (a) the number least: a. The quantities of units of LICENSED SUBJECT MATTER manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTER; (c) names and. addresses of any and all sublicensees; (d) discounts and allowances; and (e) Licensed Subject Matter that it has produced; b. The total Sales; c. The calculation of royalties thereon; and d. The total royalties computed and due UWCLARKSON. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately Simultaneously with the SECdelivery of each report, Licensee must pay to CLARKSON the amount, if any, due for the period of each report. 9.3 Until Licensee or any sublicensee engages in commercial use or sale of LICENSED SUBJECT MATTER, Licensee shall prepare and submit to UW within thirty (30) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees in developing LICENSED SUBJECT MA1TER for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article of this Agreement. 9.4 E. On or before each anniversary of the ninetieth (90th) day following Effective Date, irrespective of having a first Sale or offer for Sale, LICENSEE must deliver to CLARKSON a written progress report as to LICENSEE's efforts and accomplishments during the close of Licenseepreceding year in diligently commercializing Licensed Subject Matter and the LICENSEE's fiscal year, Licensee shall provide UW with Licensee's certified financial statements commercialization plans for the preceding fiscal upcoming year. F. All amounts payable here by LICENSEE must be paid in United States funds without deductions for taxes, includingassessments, at a minimumfees, a Balance Sheet and an Operating Statement 9.5 All payments required under this Agreement shall or charges of any kind. Checks must be made in U.S. dollars by check or money order payable to the University of Washington, CLARKSON UNIVERSITY and delivered to UW as specified in this Agreement. 9.6 Licensee agrees to pay a late fee for any overdue payment due UW under terms of this Agreement. The late fee shall be computed as [***] of the outstanding, unpaid balance. The payment of such a late fee shall not foreclose or limit UW from exercising any other rights it may have as a consequence of the lateness of any payment.addressed to:

Payment and Reports. 9.1 Licensee shall pay earned royalties to UW University quarterly within thirty sixty (3060) days of March 31, June 30, September 30, and December 31 of each yearyear during the term of this Agreement. Each such payment shall reflect royalties due with respect to Net Sales Revenue occurring during the preceding calendar quarter. 9.2 With each payment, Licensee shall include a report setting forth such particulars of the business conducted by Licensee and any sublicensees each Sublicensee during the preceding calendar quarter as shall be pertinent to royalty accounting as specified in this Agreement. The report report, for Licensee and each Sublicensee, shall include at least (a) the number of units of LICENSED SUBJECT MATTER Licensed Subject Matter manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTERLicensed Subject Matter; (c) names and. and addresses of any and all sublicenseesSublicensees; (d) the amount of Sublicense income received; (e) discounts and allowances; and (ef) calculation of total royalties amounts due UW. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SECUniversity. 9.3 Until Licensee or any sublicensee engages Sublicensees engage in First Commercial Use or other commercial use or sale of LICENSED SUBJECT MATTERLicensed Subject Matter, Licensee shall prepare and submit to UW University within thirty sixty (3060) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees Sublicensee in developing LICENSED SUBJECT MA1TER Licensed Subject Matter for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article 6.0 of this Agreement. 9.4 On or before the ninetieth (90th) day following the close of Licensee's ’s fiscal year, Licensee shall provide UW University with Licensee's ’s certified financial statements (or, if available, audited financial statements) for the preceding fiscal year, including, at a minimum, a Balance Sheet balance sheet and an Operating Statementoperating statement. 9.5 All payments required under this Agreement shall be made in U.S. dollars by check or money order payable to the “University of Washington”, and delivered to UW the Attention of Fiscal Specialist at the University’s Office of Technology Transfer delivered to the address as specified in this Agreement; or, if so directed in writing by University, in such currency, form, and to such account as University may designate. If applicable, the rate of exchange to be used in computing the amount of currency equivalent to the United States dollars shall be the rate of exchange as published in the Wall Street Journal on the last business day of the calendar quarter in which the Net Sales Revenue occurred. 9.6 Licensee agrees to pay a late fee for any payment more than ten (10) days overdue payment due UW University under the terms of this Agreement. The late fee , which shall be computed as [***] simple interest at the rate of the outstanding, unpaid balancetwelve percent (12%) per annum on any such overdue amounts. The payment of such a late fee shall not foreclose or limit UW University from exercising any other rights it may have as a consequence of the lateness of any payment.