Common use of Payments and Reports Clause in Contracts

Payments and Reports. 5.1 In consideration of rights granted by Board to PLx under this Agreement, PLx will pay Board the following: a. An annual, non-refundable, non-creditable license management 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 of Licensed Products comprising Patent Rights and/or Additional Patent Rights and [*] where Net Sales of Licensed Products consist of only Technology Rights made or Sold by PLx, or Affiliates; and c. If the annual running royalty payments required to be made pursuant to Section 5.1(b) do not aggregate to an amount greater than or equal to [*], regardless of whether there are Sales, an additional annual royalty payment in the amount equal to the difference between [*] and the aggregate running royalty payments actually made pursuant to Section 5.1(b) for the year, is due and payable within thirty (30) days after each anniversary of the Effective Date until this Agreement is terminated. d. PLx and UTHSC-H agree that PLx completed the following payment requirements from the Original Agreement, as amended: i) [*] upon completion of the first Phase III Clinical Trial; and ii) One hundred eighty one thousand, two hundred ninety-six dollars ($181,296) for all reasonable, out of pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights through October 30, 2002. e. Milestone payments, regardless of whether the milestones are achieved by PLx, an Affiliate, or Sublicensee, due and payable within thirty (30) days after each corresponding event listed below: i) A one-time payment of [*] upon the first approval by a Regulatory Authority to Sell a Licensed Product. (If PLx’s total cash assets are less than [*] when the Regulatory Authority approval milestone payment matures, then such milestone payment shall be due and paid within [*] after PLx total cash assets become greater than [*]). ii) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*] ; and iii) A one-time payment of [*]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]; and iv) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]. f. UTHSC-H will invoice PLx for all actual out-of-pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights and Additional Patent Rights. The invoiced amounts will be due and payable by PLx within thirty (30) days after receipt of UTHSC-H’s invoice. 5.2 In consideration of rights granted by Board to PLx under this Agreement, PLx further agrees to pay Board, within sixty (60) days after receipt by PLx: a. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, submitted an NDA to a Regulatory Authority for a compound designated in such submissions for only over-the-counter Sales; and b. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has submitted an NDA to a Regulatory Authority for a compound designated in such submission for only over-the-counter Sales on or before the date such consideration is due; and c. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, received approval of an NDA by a Regulatory Authority for a compound designated in such submission for prescription Sales; and d. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has received approval of an NDA by a Regulatory Authority on or before the date such consideration is due for a compound designated in such submission for prescription Sales. 5.3 The following shall be excluded from the consideration to which payments owed under Section 5.2(a), (b), (c), and (d): (i) consideration received as the result of any sale of substantially all the assets of business operations of PLx, provided that any resulting assignee assumes PLx’s obligations under this Agreement with; and (ii) funding received by PLx for research and development. The consideration under Section 5.2 (a), (b), (c), and (d) shall include, but not be limited to, prepaid royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, milestone payments, distributorship fees or advances, and equity securities in sublicensing, including any payment to PLx of a premium over the market value of such equity securities. 5.4 During the term of this Agreement and for three (3) years thereafter, PLx 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. PLx 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 and payments owed or paid under Section 5.1, provided that (a) Board will give PLx at least ten (10) days notice of any such examination, and (b) such an examination may be made only once for any given calendar year. If the amounts due to Board are determined to have been underpaid by five percent (5%) or greater, PLx will pay the cost of the examination and accrued interest at the prime rate, as published by The Wall Street Journal on the quarterly due date for the payment plus three percent (3%). 5.5 Within 60 days after March 31, June 30, September 30, and December 31, beginning immediately after PLx’s first Sale of a Licensed Product, PLx shall deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by PLx and its Sublicensees, during the preceding three (3) calendar months under this Agreement, as are pertinent to calculating payments hereunder. This report will include at least: a. the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by Licensee since the previous report; b. the total quantities of Licensed Products produced; c. the total Sales separately listed into United States and foreign Sales; d. the gross and Net Sales prices; e. the calculation of royalties and amounts payable thereon; f. the total royalties computed and due Board; g. all other consideration received by Licensee relating to Licensed Products from each Sublicensee, and Affiliate including the types of consideration set forth in Section 5.3 above and payments; and h. all other amounts due UTHSC-H herein. Simultaneously with the delivery of each report, PLx shall pay to Board the amount, if any, due for the period of each report. 5.6 PLx shall deliver to Board a written report summarizing PLx’s (and any Sublicensee’s) efforts and accomplishments during the preceding year in diligently Commercializing Licensed Subject Matter in the Licensed Territory and PLx’s (and Sublicensee’s) commercialization plans for the upcoming year. The first of such reports shall be made within six (6) months after the Effective Date and subsequent reports shall be made within 60 days after each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale. 5.7 All amounts payable herein by PLx shall be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind, unless such deductions are required by the laws and regulations of any applicable jurisdiction. When Licensed Product is Sold for monies other than United States dollars, the earned royalties first will be determined in the foreign currency in the country in which such Licensed Products were Sold, and then converted into equivalent United States funds. The exchange rate will be that rate as reported by The Wall Street Journal on the last day of the reporting period, and will be quoted in the continental terms method of quoting exchange rates (local currency per United States dollar). All royalty payments that are not paid by PLx by the thirty-first (31st) day after each quarterly payment date shall bear interest at the Prime Rate as reported by The Wall Street Journal. Such interest payments shall be calculated from the quarterly due dates until the payment is received by UTHSC-H. UTHSC-H is a tax-exempt organization under the laws of the Sxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx and shall be solely responsible for any taxes that may hereafter be levied upon the payments to Board. Payments shall be made by check payable to The University of Texas Health Science Center at Houston, and mailed to UTHSC-H at the address set forth in Section 16.2, or made via electronic funds transfer to: Bank Name: [*********] PLx is responsible for wire transfer fees. In the event of a wire transfer, PLx shall promptly notify UTHSC-H in writing of such transfer. 5.8 No payments due or royalty rates owed under this Agreement will be reduced as a result of co-ownership of Licensed Subject Matter by Board and another party, including, but not limited to, PLx. 5.9 Within fourteen (14) days after the Effective Date, PLx shall make a cash payment to Board in the amount of [*] in full satisfaction of amounts owed under Section 5.1(c) of the Original Agreement through January 8, 2010.

Payments and Reports. 5.1 In consideration of rights granted by Board to PLx under this Agreement, PLx will pay Board the following: a. An annual, non-refundable, non-creditable license management 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 of Licensed Products comprising Patent Rights and/or Additional Patent Rights and [*] where Net Sales of Licensed Products consist of only Technology Rights made or Sold by PLx, or Affiliates; and c. If the annual running royalty payments required to be made pursuant to Section 5.1(b) do not aggregate to an amount greater than or equal to [*], regardless of whether there are Sales, an additional annual royalty payment in the amount equal to the difference between [*] and the aggregate running royalty payments actually made pursuant to Section 5.1(b) for the year, is due and payable within thirty (30) [*] days after each anniversary of the Effective Date until this Agreement is terminated. d. PLx and UTHSC-H agree that PLx completed the following payment requirements from the Original Agreement, as amended: i) [*] upon completion of the first Phase III Clinical Trial; and ii) One hundred eighty one thousand, two hundred ninety-six dollars ($181,296) [*] for all reasonable, out of pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights through October 30, 2002[*]. e. Milestone payments, regardless of whether the milestones are achieved by PLx, an Affiliate, or Sublicensee, due and payable within thirty (30) [*] days after each corresponding event listed below: i) A one-time payment of [*] upon the first approval by a Regulatory Authority to Sell a Licensed Product. (If PLx’s total cash assets are less than [*] when the Regulatory Authority approval milestone payment matures, then such milestone payment shall be due and paid within [*] after PLx total cash assets become greater than [*]). ii) A one-time payment of [*] ]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*] ; and iii) A one-time payment of [*]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]; and iv) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]. f. UTHSC-H will invoice PLx for all actual out-of-pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights and Additional Patent Rights. The invoiced amounts will be due and payable by PLx within thirty (30) [*] days after receipt of UTHSC-H’s invoice. 5.2 In consideration of rights granted by Board to PLx under this Agreement, PLx further agrees to pay Board, within sixty (60) [*]days after receipt by PLx: a. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, submitted an NDA to a Regulatory Authority for a compound designated in such submissions for only over-the-counter Sales; and b. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has submitted an NDA to a Regulatory Authority for a compound designated in such submission for only over-the-counter Sales on or before the date such consideration is due; and c. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, received approval of an NDA by a Regulatory Authority for a compound designated in such submission for prescription Sales; and d. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has received approval of an NDA by a Regulatory Authority on or before the date such consideration is due for a compound designated in such submission for prescription Sales. 5.3 The following shall be excluded from the consideration to which payments owed under Section 5.2(a), (b), (c), and (d): (i) consideration received as the result of any sale of substantially all the assets of business operations of PLx, provided that any resulting assignee assumes PLx’s obligations under this Agreement with; and (ii) funding received by PLx for research and development. The consideration under Section 5.2 (a5.2(a), (b), (c), and (d) shall include, but not be limited to, prepaid royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, milestone payments, distributorship fees or advances, and equity securities in sublicensing, including any payment to PLx of a premium over the market value of such equity securities. 5.4 During the term of this Agreement and for three (3) [*] years thereafter, PLx 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. PLx 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 and payments owed or paid under Section 5.1, provided that (a) Board will give PLx at least ten (10) [*] days notice of any such examination, and (b) such an examination may be made only once for any given calendar year. If the amounts due to Board are determined to have been underpaid by five percent (5%) by[*] or greater, PLx will pay the cost of the examination and accrued interest at the prime rate, as published by The Wall Street Journal on the quarterly due date for the payment plus three percent (3%)[*]. 5.5 Within 60 days [*] after March 31, June 30, September 30, and December 31, beginning immediately after PLx’s first Sale of a Licensed Product, PLx shall deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by PLx and its Sublicensees, during the preceding three (3) [*] calendar months under this Agreement, as are pertinent to calculating payments hereunder. This report will include at least: a. the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by Licensee since the previous report; b. the total quantities of Licensed Products produced; c. the total Sales separately listed into United States and foreign Sales; d. the gross and Net Sales prices; e. the calculation of royalties and amounts payable thereon; f. the total royalties computed and due Board; g. all other consideration received by Licensee relating to Licensed Products from each Sublicensee, and Affiliate including the types of consideration set forth in Section 5.3 above and payments; and h. all other amounts due UTHSC-H herein. Simultaneously with the delivery of each report, PLx shall pay to Board the amount, if any, due for the period of each report. 5.6 PLx shall deliver to Board a written report summarizing PLx’s (and any Sublicensee’s) efforts and accomplishments during the preceding year in diligently Commercializing Licensed Subject Matter in the Licensed Territory and PLx’s (and Sublicensee’s) commercialization plans for the upcoming year. The first of such reports shall be made within six (6) months [*] after the Effective Date and subsequent reports shall be made within 60 days [*] after each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale. 5.7 All amounts payable herein by PLx shall be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind, unless such deductions are required by the laws and regulations of any applicable jurisdiction. When Licensed Product is Sold for monies other than United States dollars, the earned royalties first will be determined in the foreign currency in the country in which such Licensed Products were Sold, and then converted into equivalent United States funds. The exchange rate will be that rate as reported by The Wall Street Journal on the last day of the reporting period, and will be quoted in the continental terms method of quoting exchange rates (local currency per United States dollar). All royalty payments that are not paid by PLx by the thirty-first (31st) day after each quarterly payment date shall bear interest at the Prime Rate as reported by The Wall Street Journal. Such interest payments shall be calculated from the quarterly due dates until the payment is received by UTHSC-H. UTHSC-H is a tax-exempt organization under the laws of the Sxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx and shall be solely responsible for any taxes that may hereafter be levied upon the payments to Board. Payments shall be made by check payable to The University of Texas Health Science Center at Houston, and mailed to UTHSC-H at the address set forth in Section 16.2, or made via electronic funds transfer to: Bank Name: [*********] n. PLx is responsible for wire transfer fees. In the event of a wire transfer, PLx shall promptly notify UTHSC-H in writing of such transfer. 5.8 No payments due or royalty rates owed under this Agreement will be reduced as a result of co-ownership of Licensed Subject Matter by Board and another party, including, but not limited to, PLx. 5.9 Within fourteen (14) days [*] after the Effective Date, PLx shall make a cash payment to Board in the amount of [*] in full satisfaction of amounts owed under Section 5.1(c) of the Original Agreement through January 8, 2010.

Payments and Reports. 5.1 In consideration of rights granted by Board PLx to PLx Licensee under this Agreement, PLx Licensee will pay Board the followingPLx as follows: a. An annual(a) PLx and Licensee confirm that a one-time, non-refundable, non-creditable license management fee payment in the amount of [*] due and payable on each anniversary of was paid within 30 days from the Original Agreement Effective Date beginning on the first anniversary; andDate. b. A (b) Licensee will pay PLx a running royalty equal to [*]] of Net Sales of Licensed Products comprising Patent Rights and/or Additional Patent Rights and (which running royalty will be reduced to (i) [*] where Net Sales upon the expiration of the last to expire of the Patent Rights having at least one Valid Claim covering the Licensed Products consist Products, with such reduced royalty payable for a period of only Technology Rights made or Sold by [*] years after such expiration; and (ii) [*] after the expiration of the [*] period under point (i) above). (c) Licensee will pay PLx, within [*] of the Effective Date and whether or Affiliates; andnot any royalties become due in the future, a [*] non-refundable advance payment of royalties, such payment to be credited against the first [*] of payments due pursuant to Section 5.1(b) or Section 5.1(d). c. If (d) If, in the calendar year ended December 31, [*] or any subsequent calendar year until the expiration of all Patent Rights having at least one Valid Claim covering the Licensed Products, the annual running royalty payments required to be made pursuant to Section 5.1(b) do not aggregate to an amount greater than or equal to [*], then, regardless of whether there are Sales, an additional annual royalty payment in the amount equal to the difference between [*] and the aggregate running royalty payments actually made pursuant to Section 5.1(b) for the such year, is shall be due and payable within thirty (30) [*] days after each the end of such calendar year. (e) Licensee will pay PLx an annual administrative fee of [*], initially payable on the first anniversary of the Effective Date Date, and then on each anniversary thereof until this Agreement is terminated. d. PLx and UTHSC-H agree that PLx completed the following payment requirements from the Original Agreement, as amended: i) annual royalties totaling at least [*] upon completion are being paid under Section 5.1(b) and/or 5.1(d). (f) In the event of a significant change in market conditions (including, without limitations, in the regulatory, distribution and promotional conditions), PLx agrees, when requested by Licensee, to discuss in good faith a change in royalty terms. For example, conditions which may initiate such a discussion include (i) a greater than [*] reduction in reimbursement price of the first Phase III Clinical Trial; and Licensed Products by a relevant governmental authority, (ii) One hundred eighty one thousand, two hundred ninety-six dollars a new competing product with superior characteristics or ($181,296iii) for all reasonable, out of pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights through October 30, 2002. e. Milestone payments, regardless of whether the milestones are achieved by PLx, an Affiliate, or Sublicensee, due and payable within thirty (30) days after each corresponding event listed below: i) A one-time payment a generic similar product achieving a market share in excess of [*] upon in the first approval by a Regulatory Authority to Sell a Licensed Product. (If PLx’s total cash assets are less than [*] when the Regulatory Authority approval milestone payment matures, then such milestone payment shall be due and paid within [*] after PLx total cash assets become greater than [*]). ii) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*] ; and iii) A one-time payment of [*]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]; and iv) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]. f. UTHSC-H will invoice PLx for all actual out-of-pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights and Additional Patent Rights. The invoiced amounts will be due and payable by PLx within thirty (30) days after receipt of UTHSC-H’s invoiceTerritory. 5.2 In consideration of rights granted by Board to PLx under this Agreement, PLx further agrees to pay Board, within sixty (60) days after receipt by PLx: a. [*] is solely responsible for payment of any consideration received by PLx from a Sublicensee or assignee royalty obligations to System with respect to Licensed Subject Matter for which PLx has not, as any of the date such consideration is dueforegoing. Licensee shall be responsible for all license fees incurred in connection with or related to, submitted an NDA to a Regulatory Authority for a compound designated in such submissions for only over-the-counter Sales; and b. [*] directly or indirectly, the performance of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has submitted an NDA to a Regulatory Authority for a compound designated in such submission for only over-the-counter Sales on or before the date such consideration is due; and c. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, received approval of an NDA by a Regulatory Authority for a compound designated in such submission for prescription Sales; and d. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has received approval of an NDA by a Regulatory Authority on or before the date such consideration is due for a compound designated in such submission for prescription Salesits duties hereunder. 5.3 The following shall be excluded from the consideration to which payments owed under Section 5.2(a), (b), (c), and (d): (i) consideration received as the result of any sale of substantially all the assets of business operations of PLx, provided that any resulting assignee assumes PLx’s obligations under this Agreement with; and (ii) funding received by PLx for research and development. The consideration under Section 5.2 (a), (b), (c), and (d) shall include, but not be limited to, prepaid royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, milestone payments, distributorship fees or advances, and equity securities in sublicensing, including any payment to PLx of a premium over the market value of such equity securities. 5.4 During the term of this Agreement and for three (3) [*] years thereafter, PLx in addition to the information provided under Section 5.4 below, Licensee agrees to keep complete and accurate records of its and its Sublicensees’ Sales and Net Sales of Licensed Products Product(s) under the license granted in this Agreement Agreement, and any amounts otherwise due hereunder, in sufficient detail to enable Licensee to calculate and confirm the royalties Royalties and other amounts payable hereunder and to be determinedprovide access to and copies of such records on a periodic basis to PLx and its agents at such times and in such manner as PLx shall reasonably request. PLx Licensee agrees to permit Board PLx or its representatives, at BoardPLx’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 Agreement. Such audits may, at PLx’s sole discretion, consist of a self-audit conducted by Licensee and payments owed or paid under Section 5.1certified in writing by an authorized officer of Licensee. PLx will endeavor to make sure the audits cause minimal disruption with the business of the Licensee and to limit the frequency of audit to once per year, provided that (a) Board will give unless in the reasonable discretion of PLx at least ten (10) days notice of any such examination, and (b) such an examination may more frequent audit is determined to be made only once for any given calendar yearappropriate. If the amounts due to Board PLx are determined to have been underpaid by five percent (5%) [*] or greater, PLx for the period being audited, Licensee will pay the cost of the examination and accrued interest at a rate of [*] above the prime rate, where the prime rate is defined as prime rate as published by The in the U.S. edition of the Wall Street Journal on the quarterly due date for which the payment plus three percent (3%)was due. 5.5 Within 60 5.4 Royalties accrue as payments or consideration upon which a Royalty is due are actually received by Licensee, and are due and payable within [*] days after March 31, June 30, September 30, and December 31, beginning the end of the calendar quarter in which payment is received. Beginning immediately after PLx’s first Sale of a Licensed Productthe Effective Date, PLx Licensee shall deliver to Board PLx a true and accurate written reportreport certified by an authorized officer of Licensee, even if no payments are due BoardPLx, giving the particulars of the business conducted by PLx Licensee and its SublicenseesSublicensee(s), if any, during the preceding three (3) calendar months under this Agreement, Agreement as are pertinent to calculating payments hereunder. This report will include at least: a. the accounting methodologies used to account for (a) The Net Sales and calculate the items included in the report and any differences in such accounting methodologies used by Licensee since the previous report; b. the total quantities of Licensed Products produced;Product(s) sold; and c. the total Sales separately listed into United States and foreign Sales; d. the gross and Net Sales prices; e. the (b) The calculation of royalties Royalties and amounts payable thereon;; and f. the (c) The total royalties computed and due Board;PLx; and g. all (d) All other consideration received by Licensee relating to Licensed Products from each Sublicensee, and Affiliate including the types of consideration set forth in Section 5.3 above and paymentsProduct(s) and (e) Sublicenses; and h. all (f) All other amounts due UTHSC-H PLx herein. Simultaneously with . (a) Within [*] days after the delivery end of each reportfiscal quarter following the Effective Date (until the first submission of an NDA), PLx shall pay to Board the amount, if any, due for the period of each report. 5.6 PLx Licensee shall deliver to Board PLx (in a form reasonably satisfactory to PLx) a written report summarizing PLxLicensee’s (and any Sublicensee’s) efforts and accomplishments during the preceding year fiscal quarter in diligently Commercializing developing Licensed Subject Matter in the Licensed Territory and Licensee’s (and Sublicensee’s) development plans for the upcoming fiscal quarter. (b) Within [*] days after the end of each fiscal quarter following the first submission of an NDA, Licensee shall deliver to PLx (in a form reasonably satisfactory to PLx) a written report summarizing Licensee’s (and any Sublicensee’s) efforts and accomplishments during the preceding fiscal quarter in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and Sublicensee’s) commercialization plans for the upcoming year. The first of such reports shall be made within six (6) months after the Effective Date and subsequent reports shall be made within 60 days after each anniversary of the Effective Date, irrespective of having a first Sale or offer for Salefiscal quarter. 5.7 5.6 All amounts payable herein by PLx Licensee hereunder, or otherwise referred to herein, shall be paid and denominated in United States funds without deductions for taxes, assessments, fees, or charges of any kind, unless such deductions are required by the laws and regulations of any applicable jurisdiction. When Licensed Product is Sold for monies Licensee receives Royalties from a Sublicensee in a currency other than United States dollars, the earned royalties Royalties first will be determined in the foreign currency in the country in which such Licensed Products royalties were Soldearned, and then converted into equivalent United States funds. The exchange rate will be that rate as reported by The published in the U.S. edition of the Wall Street Journal on the last day of the reporting period, and will be quoted in the continental terms method of quoting exchange rates (local currency per United States dollar). All royalty Royalty payments that which are not paid by PLx Licensee by the thirtysixty-first (31st61st) day after each quarterly payment date shall bear interest at a rate of three percent above the Prime Rate as reported by The Wall Street Journalof United States Federal Reserve Bank, New York, New York. Such interest payments shall be calculated from the quarterly due dates until the payment is received by UTHSC-H. UTHSC-H is a tax-exempt organization under the laws of the Sxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx and shall be solely responsible for any taxes that may hereafter be levied upon the payments to BoardPLx. Payments shall be made by check payable to The University of Texas Health Science Center at Houston, and mailed to UTHSC-H at the address set forth in Section 16.2, or made via electronic funds transfer to: Bank Name: [********] [*] PLx is [*] Licensee shall be responsible for any wire transfer fees. In the event of a wire transfer, PLx shall fees and promptly notify UTHSC-H in writing PLx of such transfer. 5.8 No payments due or royalty rates owed under this Agreement will be reduced as a result of co-ownership of Licensed Subject Matter by Board and another party, including, but not limited to, PLx. 5.9 Within fourteen (14) days after the Effective Date, PLx shall make a cash payment to Board in the amount of [*] in full satisfaction of amounts owed under Section 5.1(c) of the Original Agreement through January 8, 2010.

Payments and Reports. 5.1 In consideration of rights granted by Board to PLx under this Agreement, PLx will pay Board the following: a. An annual, non-refundable, non-creditable license management 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 of Licensed Products comprising Patent Rights and/or Additional Patent Rights and [*] where Net Sales of Licensed Products consist of only Technology Rights made or Sold by PLx, or Affiliates; and c. If the annual running royalty payments required to be made pursuant to Section 5.1(b) do not aggregate to an amount greater than or equal to [*], regardless of whether there are Sales, an additional annual royalty payment in the amount equal to the difference between [*] and the aggregate running royalty payments actually made pursuant to Section 5.1(b) for the year, is due and payable within thirty (30) days after each anniversary of the Effective Date until this Agreement is terminated. d. PLx and UTHSC-H agree that PLx completed the following payment requirements from the Original Agreement, as amended: i) [*] upon completion of the first Phase III Clinical Trial; and ii) One hundred eighty one thousand, two hundred ninety-six dollars ($181,296) for all reasonable, out of pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights through October 30, 2002. e. Milestone payments, regardless of whether the milestones are achieved by PLx, an Affiliate, or Sublicensee, due and payable within thirty (30) days after each corresponding event listed below: i) A one-time payment of [*] upon the first approval by a Regulatory Authority to Sell a Licensed Product. (If PLx’s total cash assets are less than [*] when the Regulatory Authority approval milestone payment matures, then such milestone payment shall be due and paid within [*] after PLx total cash assets become greater than [*]). ii) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*] ; and iii) A one-time payment of [*]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]; and iv) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]. f. UTHSC-H will invoice PLx for all actual out-of-pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights and Additional Patent Rights. The invoiced amounts will be due and payable by PLx within thirty (30) days after receipt of UTHSC-H’s invoice. 5.2 In consideration of rights granted by Board to PLx under this Agreement, PLx further agrees to pay Board, within sixty (60) days after receipt by PLx: a. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, submitted an NDA to a Regulatory Authority for a compound designated in such submissions for only over-the-counter Sales; and b. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has submitted an NDA to a Regulatory Authority for a compound designated in such submission for only over-the-counter Sales on or before the date such consideration is due; and c. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, received approval of an NDA by a Regulatory Authority for a compound designated in such submission for prescription Sales; and d. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has received approval of an NDA by a Regulatory Authority on or before the date such consideration is due for a compound designated in such submission for prescription Sales. 5.3 The following shall be excluded from the consideration to which payments owed under Section 5.2(a), (b), (c), and (d): (i) consideration received as the result of any sale of substantially all the assets of business operations of PLx, provided that any resulting assignee assumes PLx’s obligations under this Agreement with; and (ii) funding received by PLx for research and development. The consideration under Section 5.2 (a5.2(a), (b), (c), and (d) shall include, but not be limited to, prepaid royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, milestone payments, distributorship fees or advances, and equity securities in sublicensing, including any payment to PLx of a premium over the market value of such equity securities. 5.4 During the term of this Agreement and for three (3) years thereafter, PLx 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. PLx 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 and payments owed or paid under Section 5.1, provided that (a) Board will give PLx at least ten (10) days notice of any such examination, and (b) such an examination may be made only once for any given calendar year. If the amounts due to Board are determined to have been underpaid by five percent (5%) or greater, PLx will pay the cost of the examination and accrued interest at the prime rate, as published by The Wall Street Journal on the quarterly due date for the payment plus three percent (3%). 5.5 Within 60 days after March 31, June 30, September 30, and December 31, beginning immediately after PLx’s first Sale of a Licensed Product, PLx shall deliver to Board a true and accurate written report, even if no payments are due Board, giving the particulars of the business conducted by PLx and its Sublicensees, during the preceding three (3) calendar months under this Agreement, as are pertinent to calculating payments hereunder. This report will include at least: a. the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by Licensee since the previous report; b. the total quantities of Licensed Products produced; c. the total Sales separately listed into United States and foreign Sales; d. the gross and Net Sales prices; e. the calculation of royalties and amounts payable thereon; f. the total royalties computed and due Board; g. all other consideration received by Licensee relating to Licensed Products from each Sublicensee, and Affiliate including the types of consideration set forth in Section 5.3 above and payments; and h. all other amounts due UTHSC-H herein. Simultaneously with the delivery of each report, PLx shall pay to Board the amount, if any, due for the period of each report. 5.6 PLx shall deliver to Board a written report summarizing PLx’s (and any Sublicensee’s) efforts and accomplishments during the preceding year in diligently Commercializing Licensed Subject Matter in the Licensed Territory and PLx’s (and Sublicensee’s) commercialization plans for the upcoming year. The first of such reports shall be made within six (6) months after the Effective Date and subsequent reports shall be made within 60 days after each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale. 5.7 All amounts payable herein by PLx shall be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind, unless such deductions are required by the laws and regulations of any applicable jurisdiction. When Licensed Product is Sold for monies other than United States dollars, the earned royalties first will be determined in the foreign currency in the country in which such Licensed Products were Sold, and then converted into equivalent United States funds. The exchange rate will be that rate as reported by The Wall Street Journal on the last day of the reporting period, and will be quoted in the continental terms method of quoting exchange rates (local currency per United States dollar). All royalty payments that are not paid by PLx by the thirty-first (31st) day after each quarterly payment date shall bear interest at the Prime Rate as reported by The Wall Street Journal. Such interest payments shall be calculated from the quarterly due dates until the payment is received by UTHSC-H. UTHSC-H is a tax-exempt organization under the laws of the Sxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx and shall be solely responsible for any taxes that may hereafter be levied upon the payments to Board. Payments shall be made by check payable to The University of Texas Health Science Center at Houston, and mailed to UTHSC-H at the address set forth in Section 16.2, or made via electronic funds transfer to: Bank Name: [*********] PLx is responsible for wire transfer fees. In the event of a wire transfer, PLx shall promptly notify UTHSC-H in writing of such transfer. 5.8 No payments due or royalty rates owed under this Agreement will be reduced as a result of co-ownership of Licensed Subject Matter by Board and another party, including, but not limited to, PLx. 5.9 Within fourteen (14) days after the Effective Date, PLx shall make a cash payment to Board in the amount of [*] in full satisfaction of amounts owed under Section 5.1(c) of the Original Agreement through January 8, 2010.

Payments and Reports. 5.1 In consideration of rights granted by Board PLx to PLx Licensee under this Agreement, PLx Licensee will pay Board the followingPLx as follows: a. An annual(a) PLx and Licensee confirm that a one-time, non-refundable, non-creditable license management fee payment in the amount of [*] due and payable on each anniversary of two hundred thousand dollars ($200,000) was paid within 30 days from the Original Agreement Effective Date beginning on the first anniversary; andDate. b. A (b) Licensee will pay PLx a running royalty equal to [*]] of Net Sales of Licensed Products comprising Patent Rights and/or Additional Patent Rights and (which running royalty will be reduced to (i) [*] where Net Sales upon the expiration of the last to expire of the Patent Rights having at least one Valid Claim covering the Licensed Products consist Products, with such reduced royalty payable for a period of only Technology Rights made or Sold by [*] years after such expiration; and (ii) [*] after the expiration of the [*] period under point (i) above). (c) Licensee will pay PLx, within 30 days of the Effective Date and whether or Affiliates; andnot any royalties become due in the future, a two hundred thousand dollar (US$200,000) non-refundable advance payment of royalties, such payment to be credited against the first two hundred thousand dollars (US $200,000) of payments due pursuant to Section 5.1(b) or Section 5.1(d). c. If (d) If, in the calendar year ended December 31, [*] or any subsequent calendar year until the expiration of all Patent Rights having at least one Valid Claim covering the Licensed Products, the annual running royalty payments required to be made pursuant to Section 5.1(b) do not aggregate to an amount greater than or equal to [*], then, regardless of whether there are Sales, an additional annual royalty payment in the amount equal to the difference between [*] and the aggregate running royalty payments actually made pursuant to Section 5.1(b) for the such year, is shall be due and payable within thirty (30) [*] days after each the end of such calendar year. (e) Licensee will pay PLx an annual administrative fee of [*], initially payable on the first anniversary of the Effective Date Date, and then on each anniversary thereof until this Agreement is terminated. d. PLx and UTHSC-H agree that PLx completed the following payment requirements from the Original Agreement, as amended: i) annual royalties totaling at least [*] upon completion of the first Phase III Clinical Trial; and iiare being paid under Section 5.1(b) One hundred eighty one thousand, two hundred ninety-six dollars ($181,296) for all reasonable, out of pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights through October 30, 2002. e. Milestone payments, regardless of whether the milestones are achieved by PLx, an Affiliate, or Sublicensee, due and payable within thirty (30) days after each corresponding event listed below: i) A one-time payment of [*] upon the first approval by a Regulatory Authority to Sell a Licensed Product. (If PLx’s total cash assets are less than [*] when the Regulatory Authority approval milestone payment matures, then such milestone payment shall be due and paid within [*] after PLx total cash assets become greater than [*]and/or 5.1(d). (f) In the event of a significant change in market conditions (including, without limitations, in the regulatory, distribution and promotional conditions), PLx agrees, when requested by Licensee, to discuss in good faith a change in royalty terms. For example, conditions which may initiate such a discussion include (i) a greater than twenty percent (20%) reduction in reimbursement price of the Licensed Products by a relevant governmental authority, (ii) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*] ; and a new competing product with superior characteristics or (iii) A one-time payment a generic similar product achieving a market share in excess of [*]upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]; and iv) A one-time payment of [*] upon the first attainment of total aggregate revenue from the Sale of all Licensed Products of [*]. f. UTHSC-H will invoice PLx for all actual out-of-pocket expenses incurred by UTHSC-H for filing, prosecuting, enforcing and maintaining Patent Rights and Additional Patent Rights. The invoiced amounts will be due and payable by PLx within thirty percent (30% ) days after receipt of UTHSC-H’s invoicein the Licensed Territory. 5.2 In consideration of rights granted by Board to PLx under this Agreement, PLx further agrees to pay Board, within sixty (60) days after receipt by PLx: a. [*] is solely responsible for payment of any consideration received by PLx from a Sublicensee or assignee royalty obligations to System with respect to Licensed Subject Matter for which PLx has not, as any of the date such consideration is dueforegoing. Licensee shall be responsible for all license fees incurred in connection with or related to, submitted an NDA to a Regulatory Authority for a compound designated in such submissions for only over-the-counter Sales; and b. [*] directly or indirectly, the performance of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has submitted an NDA to a Regulatory Authority for a compound designated in such submission for only over-the-counter Sales on or before the date such consideration is due; and c. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has not, as of the date such consideration is due, received approval of an NDA by a Regulatory Authority for a compound designated in such submission for prescription Sales; and d. [*] of any consideration received by PLx from a Sublicensee or assignee with respect to Licensed Subject Matter for which PLx has received approval of an NDA by a Regulatory Authority on or before the date such consideration is due for a compound designated in such submission for prescription Salesits duties hereunder. 5.3 The following shall be excluded from the consideration to which payments owed under Section 5.2(a), (b), (c), and (d): (i) consideration received as the result of any sale of substantially all the assets of business operations of PLx, provided that any resulting assignee assumes PLx’s obligations under this Agreement with; and (ii) funding received by PLx for research and development. The consideration under Section 5.2 (a), (b), (c), and (d) shall include, but not be limited to, prepaid royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, milestone payments, distributorship fees or advances, and equity securities in sublicensing, including any payment to PLx of a premium over the market value of such equity securities. 5.4 During the term of this Agreement and for three (3) years thereafter, PLx in addition to the information provided under Section 5.4 below, Licensee agrees to keep complete and accurate records of its and its Sublicensees’ Sales and Net Sales of Licensed Products Product(s) under the license granted in this Agreement Agreement, and any amounts otherwise due hereunder, in sufficient detail to enable Licensee to calculate and confirm the royalties Royalties and other amounts payable hereunder and to be determinedprovide access to and copies of such records on a periodic basis to PLx and its agents at such times and in such manner as PLx shall reasonably request. PLx Licensee agrees to permit Board PLx or its representatives, at BoardPLx’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 Agreement. Such audits may, at PLx’s sole discretion, consist of a self-audit conducted by Licensee and payments owed or paid under Section 5.1certified in writing by an authorized officer of Licensee. PLx will endeavor to make sure the audits cause minimal disruption with the business of the Licensee and to limit the frequency of audit to once per year, provided that (a) Board will give unless in the reasonable discretion of PLx at least ten (10) days notice of any such examination, and (b) such an examination may more frequent audit is determined to be made only once for any given calendar yearappropriate. If the amounts due to Board PLx are determined to have been underpaid by five percent (5%) or greater, PLx for the period being audited, Licensee will pay the cost of the examination and accrued interest at a rate of three percent (3%) above the prime rate, where the prime rate is defined as prime rate as published by The in the U.S. edition of the Wall Street Journal on the quarterly due date for which the payment plus three percent (3%)was due. 5.5 Within 60 5.4 Royalties accrue as payments or consideration upon which a Royalty is due are actually received by Licensee, and are due and payable within sixty (60) days after March 31, June 30, September 30, and December 31, beginning the end of the calendar quarter in which payment is received. Beginning immediately after PLx’s first Sale of a Licensed Productthe Effective Date, PLx Licensee shall deliver to Board PLx a true and accurate written reportreport certified by an authorized officer of Licensee, even if no payments are due BoardPLx, giving the particulars of the business conducted by PLx Licensee and its SublicenseesSublicensee(s), if any, during the preceding three (3) calendar months under this Agreement, Agreement as are pertinent to calculating payments hereunder. This report will include at least: a. the accounting methodologies used to account for (a) The Net Sales and calculate the items included in the report and any differences in such accounting methodologies used by Licensee since the previous report; b. the total quantities of Licensed Products produced;Product(s) sold; and c. the total Sales separately listed into United States and foreign Sales; d. the gross and Net Sales prices; e. the (b) The calculation of royalties Royalties and amounts payable thereon;; and f. the (c) The total royalties computed and due Board;PLx; and g. all (d) All other consideration received by Licensee relating to Licensed Products from each Sublicensee, and Affiliate including the types of consideration set forth in Section 5.3 above and paymentsProduct(s) and (e) Sublicenses; and h. all (f) All other amounts due UTHSC-H PLx herein. Simultaneously with . (a) Within sixty (60) days after the delivery end of each reportfiscal quarter following the Effective Date (until the first submission of an NDA), PLx shall pay to Board the amount, if any, due for the period of each report. 5.6 PLx Licensee shall deliver to Board PLx (in a form reasonably satisfactory to PLx) a written report summarizing PLxLicensee’s (and any Sublicensee’s) efforts and accomplishments during the preceding year fiscal quarter in diligently Commercializing developing Licensed Subject Matter in the Licensed Territory and Licensee’s (and Sublicensee’s) development plans for the upcoming fiscal quarter. (b) Within sixty (60) days after the end of each fiscal quarter following the first submission of an NDA, Licensee shall deliver to PLx (in a form reasonably satisfactory to PLx) a written report summarizing Licensee’s (and any Sublicensee’s) efforts and accomplishments during the preceding fiscal quarter in diligently commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s (and Sublicensee’s) commercialization plans for the upcoming year. The first of such reports shall be made within six (6) months after the Effective Date and subsequent reports shall be made within 60 days after each anniversary of the Effective Date, irrespective of having a first Sale or offer for Salefiscal quarter. 5.7 5.6 All amounts payable herein by PLx Licensee hereunder, or otherwise referred to herein, shall be paid and denominated in United States funds without deductions for taxes, assessments, fees, or charges of any kind, unless such deductions are required by the laws and regulations of any applicable jurisdiction. When Licensed Product is Sold for monies Licensee receives Royalties from a Sublicensee in a currency other than United States dollars, the earned royalties Royalties first will be determined in the foreign currency in the country in which such Licensed Products royalties were Soldearned, and then converted into equivalent United States funds. The exchange rate will be that rate as reported by The published in the U.S. edition of the Wall Street Journal on the last day of the reporting period, and will be quoted in the continental terms method of quoting exchange rates (local currency per United States dollar). All royalty Royalty payments that which are not paid by PLx Licensee by the thirtysixty-first (31st61st) day after each quarterly payment date shall bear interest at a rate of three percent above the Prime Rate as reported by The Wall Street Journalof United States Federal Reserve Bank, New York, New York. Such interest payments shall be calculated from the quarterly due dates until the payment is received by UTHSC-H. UTHSC-H is a tax-exempt organization under the laws of the Sxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx and shall be solely responsible for any taxes that may hereafter be levied upon the payments to BoardPLx. Payments shall be made by check payable to The University of Texas Health Science Center at Houston, and mailed to UTHSC-H at the address set forth in Section 16.2, or made via electronic funds transfer to: Bank Name: [********] [*] PLx is [*] Licensee shall be responsible for any wire transfer fees. In the event of a wire transfer, PLx shall fees and promptly notify UTHSC-H in writing PLx of such transfer. 5.8 No payments due or royalty rates owed under this Agreement will be reduced as a result of co-ownership of Licensed Subject Matter by Board and another party, including, but not limited to, PLx. 5.9 Within fourteen (14) days after the Effective Date, PLx shall make a cash payment to Board in the amount of [*] in full satisfaction of amounts owed under Section 5.1(c) of the Original Agreement through January 8, 2010.