Common use of Payments and Reports Clause in Contracts

Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing thereafter, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of SF-1019 and the calculation of Royalty Fees due on such gross sales for such month (the “Royalty Reports”). For the purpose of this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and reasonably acceptable to Immunosyn, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost of the performance of any audit requested by Argyll Biotech except as hereinafter set forth. If, as a result of any inspection of the books and records Immunosyn, it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount which should have been paid, then Immunosyn shall within thirty days thereafter make all payments required to be made to eliminate any discrepancy revealed by said inspection plus all costs of such audit.

Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale Royalties payable pursuant to this agreement shall be due quarterly within forty five (45) days following the end of SF-1019 each calendar quarter for Annual Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of Annual Net Sales for the quarter (“First Commercial Sale”) and continuing thereafterincluding number of units), Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of SF-1019 applicable exchange rates and the calculation of Royalty Fees due on such gross sales royalty payable hereunder by Licensed Product and country. AMICUS THERAPEUTICS shall keep and shall cause its Affiliates and sublicensees to keep complete, true and accurate records for such month at least five (the “Royalty Reports”). For 5) years for the purpose of showing the derivation of all milestone payments and royalties payable under this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required3.7.1 NOVO NORDISK duly accredited representatives, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and which are reasonably acceptable to ImmunosynAMICUS THERAPEUTICS, shall have the rights to inspect and audit such records at any time with reasonable times and upon reasonable prior notice to AMICUS THERAPEUTICS or any of its Affiliates or sublicensees, but such right will not be exercised more often than two times each calendar once a year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost of the performance of any audit requested by Argyll Biotech except as hereinafter set forth. If, 3.7.2 Any adjustment required as a result of any inspection an audit conducted under this Article shall be made within thirty (30) days after the date on which NOVO NORDISK completed the audit. In the event of an underpayment by AMICUS THERAPEUTICS, its Affiliates and/or sublicensees, AMICUS THERAPEUTICS shall pay to NOVO NORDISK the amount underpaid plus interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment an annual rate [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. equal to the discount rate ("diskontoen") of the books and records ImmunosynDanish National Bank plus 2% (two percent). In case of overpayment by AMICUS THERAPEUTICS, it is shown that ifs Affiliates and/or sublicensees, AMICUS THERAPEUTICS may, at its option, offset any future royalty payments made payable to NOVO NORDISK by Immunosyn the amount of the overpayment. Each Party shall have five (5) years after receipt by NOVO NORDISK of any royalty paid by AMICUS THERAPEUTICS, its Affiliates and/or sublicenses pursuant to Argyll Biotech under this Agreement were less than to dispute the amount which should have been paid, then Immunosyn shall within thirty days thereafter make all payments required to be made to eliminate of any discrepancy revealed by said inspection plus all costs of such auditroyalty payment.

Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) TETRIDYN shall keep, and continuing thereafter, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount will cause each of its gross sales SUBLICENSEES, if any, to keep detailed and accurate accounting records containing all information and data necessary for determining performance and calculating all fees, royalties, and royalty based payments payable to BBWI. Such accounting records, with all necessary supporting information and data will, during all reasonable times for the three (3) years following the end of SF-1019 the calendar year to which each accounting record pertains, will be available and the calculation of Royalty Fees due on such gross sales open for such month (the “Royalty Reports”). For the purpose of inspection at reasonable times by BWWI or its designee, and at BBWl's expense, for verifying royalty reports or verifying TETRIDYN's compliance with this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on The amount of royalty due will be calculated semi-annually as of the fifth business day following the close end of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement each ACCOUNTING PERIOD and will be paid in U.S. Dollarscurrency within sixty (60) days from these dates. Whenever conversion of payments Conversion from any foreign currency shall be required, such conversion shall will be at the rate of exchange published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. If no amount is accrued during any ACCOUNTING PERIOD, TETRIDYN shall provide a written statement indicating such to BBWI. 6.3 With each royalty payment, TETRIDYN shall deliver to BBWI a full and accurate report to include the following information: (a) Quantity (by country) of the LICENSED PRODUCTS sold, leased, or otherwise disposed of by TETRIDYN and each SUBLICENSEE; (b) The total NET SALES PRICE of the LICENSED PRODUCTS (by country) sold, leased or otherwise disposed of by TETRIDYN and each SUBLICENSEE; (c) Quantities of the LICENSED PRODUCTS used internally by Immunosyn for its own financial reporting purposes at such time without taking into account the effect TETRIDYN and each SUBLICENSEE; (d) Names and addresses of any hedging transactions by Immunosyn or its Affiliateseach SUBLICENSEE of TETRIDYN; and (e) Total royalties payable to BBWI. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and reasonably acceptable to Immunosyn, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under Payments provided for in this Agreement, to determine the consistency if overdue, will bear an annual interest of actual expenditures versus the budgeted expenditures set forth three percent (3%) in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost excess of the performance "Prime Rate" published by "The Wall Street Journal" at the time the payment is due, and for the time period until payment is received by BBWI. Payments that become more than ninety (90) days overdue will place TETRIDYN in default of any audit requested by Argyll Biotech except as hereinafter set forth. If, as a result of any inspection of the books and records Immunosyn, it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount which should have been paid, then Immunosyn shall within thirty days thereafter make all payments required to be made to eliminate any discrepancy revealed by said inspection plus all costs of such auditAgreement.

Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale Royalties payable pursuant to this agreement shall be due quarterly within forty five (45) days following the end of SF-1019 each calendar quarter for Annual Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of Annual Net Sales for the quarter (“First Commercial Sale”) and continuing thereafterincluding number of units), Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of SF-1019 applicable exchange rates and the calculation of Royalty Fees due on such gross sales royalty payable hereunder by Licensed Product and country. AMICUS THERAPEUTICS shall keep and shall cause its Affiliates and sublicensees to keep complete, true and accurate records for such month at least five (the “Royalty Reports”). For 5) years for the purpose of showing the derivation of all milestone payments and royalties payable under this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required3.7.1 NOVO NORDISK duly accredited representatives, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and which are reasonably acceptable to ImmunosynAMICUS THERAPEUTICS, shall have the rights to inspect and audit such records at any time with reasonable times and upon reasonable prior notice to AMICUS THERAPEUTICS or any of its Affiliates or sublicensees, but such right will not be exercised more often than two times each calendar once a year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost of the performance of any audit requested by Argyll Biotech except as hereinafter set forth. If, 3.7.2 Any adjustment required as a result of any inspection an audit conducted under this Article shall be made within thirty (30) days after the date on which NOVO NORDISK completed the audit. In the event of an underpayment by AMICUS THERAPEUTICS, its Affiliates and/or sublicensees, AMICUS THERAPEUTICS shall pay to NOVO NORDISK the amount underpaid plus interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment an annual rate [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 7 <PAGE> equal to the discount rate ("diskontoen") of the books and records ImmunosynDanish National Bank plus 2% (two percent). In case of overpayment by AMICUS THERAPEUTICS, it is shown that ifs Affiliates and/or sublicensees, AMICUS THERAPEUTICS may, at its option, offset any future royalty payments made payable to NOVO NORDISK by Immunosyn the amount of the overpayment. Each Party shall have five (5) years after receipt by NOVO NORDISK of any royalty paid by AMICUS THERAPEUTICS, its Affiliates and/or sublicenses pursuant to Argyll Biotech under this Agreement were less than to dispute the amount which should have been paidof any such royalty payment. 3.8 Transfer of NOVO NORDISK Data. NOVO NORDISK will transfer, then Immunosyn shall within thirty days thereafter make all payments required and will instruct its contractors about transfer, of NOVO NORDISK Data to AMICUS THERAPEUTICS after AMICUS THERAPEUTICS has given NOVO NORDISK a written notice that AMICUS wishes to receive such NOVO NORDISK Data. NOVO NORDISK's obligations on transfer of data will cease six (6) months after the Effective Date. After this date NOVO NORDISK will in good faith consider fulfilling requests from AMICUS THERAPEUTICS regarding additional information. NOVO NORDISK will charge AMICUS THERAPEUTICS the costs associated with such requests at a cost basis. The contact person at NOVO NORDISK will be made to eliminate any discrepancy revealed by said inspection plus all costs head of such auditScientific Licensing, Xxxxxx Xxxxxx (xxx@xxxxxxxxxxx.xxx).

Payments and Reports. 6.1 6.1. Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing thereafteruntil Development Completion, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of the SF-1019 product and the calculation of Royalty Fees due on such gross sales for such month (the “Royalty Reports”). For the purpose of this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 6.2. Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 6.3. Immunosyn shall make all payments required under this Agreement as directed by Argyll Biotech from time to time in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn 6.4. Immunosyn, Argyll Biotech and each such party’s respective affiliates shall keep complete and accurate records pertaining to the sale of SF-1019SF-1019 product. Argyll Biotech or Immunosyn (the “Audited Party”) shall permit an independent, certified public accountant appointed by Argyll Biotech the other party (the “Auditing Party”) and reasonably acceptable to Immunosynthe Audited Party, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, including statements by Argyll Biotech concerning the amount owed, if any, for Development Completion, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties parties except that said independent, certified public accountant shall verify to Argyll Biotech the Auditing Party such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn 6.5. The Auditing Party shall bear the full cost of the performance of any audit requested by Argyll Biotech the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records Immunosynof the Audited Party, it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount which License Agreement September, 2006 Argyll Biotechnologies LLC Immunosyn Corporation should have been paid, then Immunosyn shall within thirty days thereafter make all payments required to be made to eliminate any discrepancy revealed by said inspection plus all within 30 days after Argyll Biotech’s demand therefore. Furthermore, if the payments made were less than 95% of the amount that should have been paid during the period in question, Immunosyn shall also reimburse Argyll Biotech for the reasonable costs of such audit. Similarly, if an audit reveals that Argyll Biotech overstated the amount owed for Development Completion by more than 5%, then Argyll Biotech shall reimburse Immunosyn for the reasonable costs of such audit.

Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale 4.1 LICENSEE shall make annual royalty reports to LICENSOR on or before September 1 of SF-1019 (“First Commercial Sale”) each calendar year. Each such royalty report will cover LICENSEE's most recently completed year and continuing thereafterwill, Immunosyn at a minimum, show the number of light-yielding determinations of the presence or activity of the luminescent proteins of the LICENSED TECHNOLOGY attempted by LICENSEE using Luminescent Assay Reagents not purchased from LICENSOR. Such report shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of SF-1019 and the be accompanied by a calculation of Royalty Fees the royalties owed pursuant to Paragraphs 3.2 and 3.3 and payment of said calculated royalties. 4.2 LICENSEE’s written annual report provided under Paragraph 4.1 shall in each instance indicate whether LICENSEE is using Luminescent Assay Reagents purchased from LICENSOR pursuant to Paragraph 3.3, in which case the report shall indicate that no royalty payments are owed to LICENSOR. In the event that LICENSEE has purchased its requirements for Luminescent Assay Reagents from LICENSOR for LICENSEE’s attempted light-yielding determinations of the presence or activity of luminescent proteins under the Agreement during said preceding calendar year, LICENSEE shall have no royalty payment obligation and LICENSEE’s report required under Section 4.1 shall so state. 4.3 Each royalty report under this Article 4 shall be accompanied by LICENSEE’s payments due to LICENSOR pursuant to Paragraphs 3.2 and 3.3 above, if required. All payments due hereunder shall be payable in United States Dollars. Conversion of foreign currency to U.S. Dollars shall be made at the conversion rate existing in the United States as reported in the Wall Street Journal on such gross sales for such month (the “Royalty Reports”). For the purpose last working day of each royalty reporting period. 4.5 LICENSEE shall maintain at its principal office usual books of account and records showing its actions under this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency Such books and records shall be requiredopen to inspection and copying, such conversion shall be at the rate of exchange used upon reasonable notice during usual business hours by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, independent certified public accountant appointed by Argyll Biotech and reasonably acceptable to ImmunosynLICENSEE for three (3) years after the calendar year to which they pertain, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine for purposes of verifying the correctness accuracy of any report or payment made the royalties paid by LICENSEE under this Agreement, to determine the consistency . The fees and expenses of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any LICENSOR’s representatives performing such examination shall be made available to all Parties except that said independentborne by LICENSOR. However, if an error in the reporting of expenses or proceeds of more than five percent (5%) for any annual reporting period is discovered, then the fees and expenses of these representatives shall be borne by LICENSEE. LICENSOR and any such independent certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost of the performance of any audit requested by Argyll Biotech except as hereinafter set forth. If, as a result of any inspection of the treat LICENSEE's books and records Immunosyn, it is shown as confidential. 4.6 In the event that payments made by Immunosyn LICENSEE to Argyll Biotech under this Agreement were less than LICENSOR are late, LICENSEE shall pay to LICENSOR interest charges at a rate of [REDACTED] percent ([REDACTED]%) per month. Such interest will be calculated from the amount which should have been paid, then Immunosyn shall within thirty days thereafter make all payments required to be made to eliminate any discrepancy revealed date payment was due until actually received by said inspection plus all costs of such auditLICENSOR.