Common use of Payments and Reports Clause in Contracts

Payments and Reports. 5.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee will pay Board the following: A nonrefundable license documentation fee in the amount of $___________, due and payable when this Agreement is executed by Licensee; An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board to Licensee under this Agreement, Licensee further agrees to pay Board the following after the execution of a sublicense hereunder: Within 30 days after the execution of the sublicense, a sublicense fee of ___% of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ , whichever is more; Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will also share 10% of the premium paid to Licensee; and One half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board or its representatives, at Board’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. If the amounts due to Board are determined to have been underpaid, Licensee will pay the cost of the examination and accrued interest at the highest allowable rate. 5.4 Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least: the quantities of Licensed Subject Matter that it has produced; the total Sales; the calculation of royalties thereon; and the total royalties computed and due Board. Simultaneously with the delivery of each report, Licensee must pay to Board the amount, if any, due for the period of each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must deliver to Board a written progress report as to Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming year. 5.6 All amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name and address]. 5.7 Licensee must reimburse Board for all its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must pay all future expenses so long as and in the countries its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee will pay Board the following: A nonrefundable license documentation fee in the amount of $___________, due and payable when this Agreement is executed by Licensee; An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology RightsProducts; and A The first Sale or a minimum yearly royalty of $$ __________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board to Licensee under this Agreement, Licensee further agrees to pay Board the following after the execution of a sublicense hereunder: Within 30 days after the execution of the sublicense, a sublicense fee of ___% of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ , whichever is more; Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will also share 10% of the premium paid to Licensee; and One half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board or its representatives, at Board’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. If the amounts due to Board are determined to have been underpaid, Licensee will pay the cost of the examination and accrued interest at the highest allowable rate. 5.4 Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least: the quantities of Licensed Subject Matter that it has produced; the total Sales; the calculation of royalties thereon; and the total royalties computed and due Board. Simultaneously with the delivery of each report, Licensee must pay to Board the amount, if any, due for the period of each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must deliver to Board a written progress report as to Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming year. 5.6 All amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name and address]Board of Regents, The University of Texas System. 5.7 Licensee must reimburse Board for all its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must pay all future expenses so long as and in the countries its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board University to Licensee under this Agreement, Licensee will shall pay Board University the following: : a. A nonrefundable non-refundable license documentation fee in the amount of $___________$ , due and payable when this Agreement is executed by Licensee; ; b. An annual license reissue fee in the amount of $______________$ , due and payable on each anniversary of the Effective Date beginning on the first anniversary; ; c. A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and and d. A minimum yearly royalty of $_________ $ beginning 1 one year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board University to Licensee under this Agreement, Licensee further agrees to pay Board University the following after the execution of a sublicense hereunder: : a. Within 30 days after the execution of the sublicense, a sublicense fee of ___% of any up-front advance cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ $ , whichever is more; greater; b. Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will shall be calculated as the average market value of the class of stock involved for 5 five consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will University shall also share 10% of the premium paid to Licensee; and One and c. One-half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 one year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board University or its representatives, at BoardUniversity’s expense, to periodically examine its books, ledgers, ledgers and records during regular business hours for the purpose of and to the extent necessary to verify for verification of any report required under this Agreement. If the amounts due to Board University are determined to have been underpaid, Licensee will shall pay the cost of the examination and accrued interest at the highest allowable rate. 5.4 Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must shall deliver to Board University a true and accurate written report, even if no payments are due BoardUniversity, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 three calendar months under this Agreement as are pertinent to calculating relevant for the calculation of payments hereunder. This That report will include at least: : a. the quantities of Licensed Subject Matter that it has produced; ; b. the total Sales; ; c. the calculation of royalties thereon; and and d. the total royalties computed and due Boardto University. Simultaneously with the delivery of each report, Licensee must shall pay to Board University the amount, if any, due for the period of covered by each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must shall deliver to Board University a written progress report as to on Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming forthcoming year. 5.6 All amounts payable here by Licensee must shall be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must shall be payable to [Component name and address]. 5.7 Licensee must shall reimburse Board University for all its out-of-pocket expenses thus so far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must shall pay all future expenses so for as long as and as, in the countries in which, its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board University to Licensee under this Agreement, Licensee will shall pay Board University the following: A nonrefundable non-refundable license documentation fee in the amount of $___________, due and payable when this Agreement is executed by Licensee; An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 one year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board University to Licensee under this Agreement, Licensee further agrees to pay Board University the following after the execution of a sublicense hereunder: Within 30 days after the execution of the sublicense, a sublicense fee of ___% of any up-front advance cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ _, whichever is moregreater; Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will shall be calculated as the average market value of the class of stock involved for 5 five consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will University shall also share 10% of the premium paid to Licensee; and One One-half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 one year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board University or its representatives, at BoardUniversity’s expense, to periodically examine its books, ledgers, ledgers and records during regular business hours for the purpose of and to the extent necessary to verify for verification of any report required under this Agreement. If the amounts due to Board University are determined to have been underpaid, Licensee will shall pay the cost of the examination and accrued interest at the highest allowable rate. 5.4 Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must shall deliver to Board University a true and accurate written report, even if no payments are due BoardUniversity, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 three calendar months under this Agreement as are pertinent to calculating relevant for the calculation of payments hereunder. This That report will include at least: the quantities of Licensed Subject Matter that it has produced; the total Sales; the calculation of royalties thereon; and the total royalties computed and due Boardto University. Simultaneously with the delivery of each report, Licensee must shall pay to Board University the amount, if any, due for the period of covered by each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must shall deliver to Board University a written progress report as to on Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming forthcoming year. 5.6 All amounts payable here by Licensee must shall be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must shall be payable to [Component name and address]. 5.7 Licensee must shall reimburse Board University for all its out-of-pocket expenses thus so far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must shall pay all future expenses so for as long as and as, in the countries in which, its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board Licensor to Licensee under this Agreement, Licensee will pay Board Licensor the following: : a. A nonrefundable license documentation fee in the amount of $___________patent expenses incurred by Licensor for Patent No.10/819,893, due and payable when this Agreement is executed by Licensee; An annual ; b. To clarify under 51 -a. any fees paid by Licensee under the Option to License Agreement will be subtracted from the license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; documentation fee. c. A running royalty equal to __2.5% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board Licensor to Licensee under this Agreement, Licensee further agrees to pay Board Licensor the following after the execution of a sublicense hereunder: : a. Within 30 days after the execution of the sublicense, a sublicense fee of ___50% of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ , whichever is more; ; b. Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 1050% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board Licensor will also share 10% of the premium paid to Licensee; and and c. One half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board Licensor or its representatives, at BoardLicensor’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. If the amounts due to Board Licensor are determined to have been underpaidunderpaid by a percentage factor such as ten percent, Licensee will pay the cost of the examination and accrued interest at the highest allowable rate. 5.4 Within 30 60 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must deliver to Board Licensor a true and accurate written report, even if no payments are due BoardLicensor, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least: : a. the quantities of Licensed Subject Matter that it has produced; ; b. the total Sales; ; c. the calculation of royalties thereon; and and d. the total royalties computed and due Board. , Simultaneously with the delivery of each report, Licensee must pay to Board Licensor the amount, if any, due for the period of each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must deliver to Board Licensor a written progress report as to Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming year. 5.6 All amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name the University of Texas at El Paso, and address]sent to the Office of Technology Transfer, Xxxxxx Xxxx, Room 404, 000 X. Xxxxxxxxxx, Xx Xxxx, Xxxxx 00000. 5.7 Licensee must reimburse Board Licensor for all its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must pay all future expenses so long as and in the countries its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board Licensor to Licensee under this Agreement, Licensee will pay Board Licensor the following: : a. A nonrefundable non-refundable initial license documentation fee to cover patent costs to date in the amount of $___________, [***] due and payable within 15 days of when this Agreement is executed by Licensee; An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; and b. A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights [** OR (Choose One)** a running royalty equal to ___ % *] of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authorityunder this Agreement. 5.2 In consideration of rights granted by Board Licensor to Licensee under this Agreement, Licensee further agrees to pay Board Licensor the following after the execution of a sublicense hereunder: : a. Within 30 days after the execution of the sublicense, a sublicense fee of ___% [***] of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for NRE or research and development or similar purposes, or $_______________ , whichever is more; Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will also share 10% of the premium paid to Licensee; and One half ; b. [***] of the gross revenue royalty payments received by Licensee on Net Sales sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ sublicensees 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 agrees to permit Board Licensor or its representatives, at Board’s Licensor's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. If the amounts due to Board Licensor are determined to have been underpaid, Licensee will pay the cost of the examination and accrued interest at the lesser of 12% or the highest allowable rate. 5.4 Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the first calendar quarter that royalties are due after the Effective Date, Licensee must deliver to Board Licensor a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding 3 three calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least: *** Confidential portions of this document have been redacted and separately filed with Commission. a. the quantities of Licensed Subject Matter that it has produced; ; b. the total gross Sales; ; c. the total Net Sales; d. the calculation of royalties thereon; and and e. the total royalties computed and due BoardLicensor. Simultaneously with the delivery of each report, Licensee must pay to Board Licensor the amount, if any, due for the period of each report. 5.5 On or before each anniversary of the Effective Date, irrespective Date upon 30 day advance written request of having a first Sale or offer for SaleLicensor, Licensee must shall deliver to Board Licensor a written progress report as to Licensee’s 's (and any sublicensee’s's) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s 's (and, if applicable, sublicensee’s's) commercialization plans for the upcoming year. 5.6 All amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name and address]. 5.7 Licensee must reimburse Board for all its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must pay all future expenses so long as and in the countries its license remains exclusive.

Payments and Reports. 5.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee will pay Board the following: : a. A nonrefundable license documentation fee in the amount of $___________, to be payable in four equal payments the first due and payable when upon execution of this Agreement is executed by Licensee; An annual license reissue fee in Licensee and the amount of $______________, other three payments due and payable on each anniversary the end of the Effective Date beginning on the first anniversary; month of each Calendar Quarter, every successive Calendar Quarter until paid in full; b. A running royalty equal to __% one and three quarters percent (1.75%) of world wide Net Sales of Licensed Products by Licensee, its Affiliates and Sublicensees, to be decreased by twenty-five percent (25%) of the percentage of any additional licenses from third parties reasonably required to commercialize any given Licensed Product, but only as to such Licensed Product, and in no event to be reduced to less than one and one half percent (1.50%) of Net Sales for Licensed Sales. Royalties will be paid on all products world wide, without regard to whether there are Patent Rights in any country other than the United States. The Antistacking provision would not apply to license agreements cross referenced in this agreement, (the Xxxxxx/ChromaDex) Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority. 5.2 In consideration of rights granted by Board to Licensee under this Agreement, Licensee further agrees to pay Board the following after the execution of a sublicense hereunder: : a. Within 30 days after the execution of the sublicense, a sublicense fee of ___5% of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ , whichever is more; . b. Within 30 60 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licenseecompanies. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will also share 10% of the premium paid to Licensee; and One half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee. 5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ 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 agrees to permit Board or its representatives, at Board’s expense, to periodically but no more than once per annum examine its Its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. Any such audit shall be coordinated with auditing requirements under the Xxxxxx/ChromaDex. agreement cross referenced in this agreement, to prevent duplicate audits in any calendar year. If the amounts due to Board are determined to have been underpaidunderpaid by more than 5%, Licensee will pay the cost of the examination and accrued interest at the highest allowable raterate but not more prime rate plus three percent (3%) interest compounded daily on the amount underpaid. 5.4 Within 30 60 days after March 31, June 30, September 30, and December 31following the close of each Calendar Quarter, beginning immediately after the Effective Date, Licensee must deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by Licensee Licenses and its sublicensee(s), if any exist, during the preceding 3 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include Include at least: : a. the quantities country of Licensed Subject Matter that it has produced; sale b. the total Sales; date sold; c. the applicable deductions and calculation of royalties thereon; and and d. the total royalties computed and due Board. Simultaneously with the delivery of each report, Licensee must pay to Board the amount, if any, due for the period of each report. 5.5 On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, Licensee must deliver to Board a written progress report as to Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming year. 5.6 All amounts payable here by Licensee for Licensed Products sold in the United States must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name and address]the University of Texas at El Paso. 5.7 Licensee must reimburse Board for all its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining exclusively licensed Patent Rights and must pay all future expenses so long as and in the countries its license remains exclusive.