Common use of Payments; Reports Clause in Contracts

Payments; Reports. (a) Teva shall pay Alexza royalties due under Section 8.4 within [ * ] days following the end of each [ * ] commencing with the initial [ * ] following the First Commercial Sale of a Product. With such payment, Teva shall furnish to Alexza a reasonably detailed report showing the following information: (i) the gross invoiced amount (net of any on invoice allowances) for each Product during the reporting period sold by Teva or its Affiliates, Distributors or Sublicensees to the first unrelated Third Party; (ii) the deductions taken in calculating Net Sales for each Product during such reporting period, and the Net Sales for each such Product; (iii) the exchange rates used, if any, in determining the amount due or performing any necessary currency conversion; (iv) the royalties payable with respect to such Net Sales; and (v) any withholding taxes required by Applicable Laws to be paid from such royalties. Notwithstanding the foregoing, a preliminary draft of the reasonably detailed report described above will be provided to Alexza within [ * ] days after the end of each [ * ] following the First Commercial Sale of a Product. (b) Alexza shall invoice Teva or its Affiliates, Distributors or Sublicensees in respect of a shipment of the Product at the time of shipment in an amount equal to the total Transfer Price for the quantity of the Product actually included in such shipment. All payments for Product will be due and payable to Alexza [ * ] days after receipt of Alexza’s invoice, unless such shipment is rejected under Section 6.16(e), in which event no payment shall be due for such rejected Product, and Teva Affiliates, Distributors or Sublicensees, as applicable, shall make payment to Alexza: (i) for any replacement Product within [ * ] days after Teva accepts the replacement Product; or (ii) for such original shipment (after deduction of the number of Units that have been replaced) within [ * ] days should a Third Party laboratory, pursuant to Section 6.16(e)(i), confirm that the Product originally delivered complies with the Specifications and are not subject to rejection.

Payments; Reports. (a) Teva All payments required under this 3G Agreement shall pay Alexza royalties due under Section 8.4 within [ * ] days following the end of each [ * ] commencing with the initial [ * ] following the First Commercial Sale of a Product. With such payment, Teva shall furnish be made by wire transfer to Alexza a reasonably detailed report showing the following information: bank account of ITC in U.S. dollars on a quarterly basis within forty-five (i45) the gross invoiced amount (net of any on invoice allowances) for each Product during the reporting period sold by Teva or its Affiliates, Distributors or Sublicensees to the first unrelated Third Party; (ii) the deductions taken in calculating Net Sales for each Product during such reporting period, and the Net Sales for each such Product; (iii) the exchange rates used, if any, in determining the amount due or performing any necessary currency conversion; (iv) the royalties payable with respect to such Net Sales; and (v) any withholding taxes required by Applicable Laws to be paid from such royalties. Notwithstanding the foregoing, a preliminary draft of the reasonably detailed report described above will be provided to Alexza within [ * ] days after the end of each [ calendar quarter. PNC Bank, Delaware 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA # [**] Credit: Trust Uninvested Funds Account # [**] Further Credit: InterDigital. Technology Corp. ____________ ** Material has been omitted and filed separately with the Commission. 18 Account # [**] following the First Commercial Sale Attention: [**] Phone: [**] Such payment, less any available credit, shall be for all sales of a Product. (b) Alexza shall invoice Teva Covered Subscriber Units and Covered Infrastructure Units made by Licensee or its AffiliatesAffiliates during such quarter. The first such report shall include sales of any Covered Subscriber Units and Covered Infrastructure Units made by Licensee and/or its Affiliates both during the calendar quarter ending March 31, Distributors 2002 as well as the sales of any such products made prior thereto (including prior to the Effective Date), except that any royalties for Covered Subscriber Units and Covered Infrastructure Units compliant with the Narrowband CDMA sold or Sublicensees in respect otherwise transferred by Licensee and its Affiliates prior to the Effective Date, if any, are hereby irrevocably waived by ITC. Each payment made within the required 45 days, described above, shall be accompanied by a written report and associated certification by the responsible personnel of a shipment Licensee, setting forth the amount of the Product at the time of shipment in an amount equal to the total Transfer Price royalties payable and calculation thereof for the quantity reported period. To assist ITC in preparing necessary earnings reports, Licensee shall also develop some form of advance royalty projection mechanism whereby Licensee, on a non-binding basis, shall advise ITC, by no later than thirty (30) days after the end of each calendar quarter, of the Product actually included in such shipmentaggregate (i.e., not on a product category basis) royalty amount Licensee anticipates reporting for the subject calendar quarter. All payments for Product will be due and payable to Alexza [ * ] days after receipt of Alexza’s invoice, unless such shipment is rejected under Section 6.16(e), in which event no payment reports shall be due for such rejected Product, and Teva Affiliates, Distributors or Sublicensees, as applicable, shall make payment to Alexza: (i) for any replacement Product within [ * ] days after Teva accepts the replacement Product; or (ii) for such original shipment (after deduction of the number of Units that have been replaced) within [ * ] days should a Third Party laboratory, pursuant to Section 6.16(e)(i), confirm that the Product originally delivered complies with the Specifications and are not subject to rejectionheld in confidence by ITC.

Payments; Reports. 4.1 The Parties recognize that the Intellectual Property licensed hereunder has never been used, adapted for use or commercialized in the Field, and this Intellectual Property has been developed and applied only within the field of human and veterinary therapeutic applications. As such, it is difficult to identify with precision the consideration to support this Agreement given the many uncertainties associated with the complete lack of adaptation for agricultural purposes. Consequently, the parties acknowledge these uncertainties and stipulate and agree that the consideration to be paid hereunder is fair given those circumstances and that the terms of this Agreement are the result of arm’s length, good faith negotiations between the Parties. 4.2 In partial consideration for the licenses, the Research Deliverables and other rights granted to MONSANTO hereunder, MONSANTO agrees to pay to MARINA a single, one-time lump sum, non-refundable, non-creditable license initiation fee (hereinafter “License Initiation Issue Fee”) in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) within three (3) days following the Effective Date of this Agreement. 4.3 Within forty-five (45) days of MONSANTO’s receipt of the last of the Research Deliverables to be delivered to MONSANTO, MONSANTO shall pay a non-refundable, non-creditable deferred license initiation fee in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (hereinafter “Deferred License Initiation Fee”). [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] 4.4 MONSANTO shall pay to MARINA a royalty of [***] percent ([***]%) of Gross Profits realized from sales of Oligonucleotide Formulation Product(s) and a royalty of [***] percent ([***]%) of Gross Profits realized from sales of Special Product(s). 4.5 Only one royalty payment shall be owed and payable for a given sale of a Product regardless of the number of MARINA Patent Rights which are used or included with respect to such Product. 4.6 All amounts due MARINA shall be payable in United States Dollars in Bothell, WA or as MXXXXX xxx otherwise direct in writing. When Products are sold for monies other than United States Dollars, the earned royalties will first be determined in the foreign currency of the country in which such Products were sold and then converted into equivalent United States Dollars. The exchange rate will be the United States Dollar buying rate quoted in The Wall Street Journal on the last day of the reporting period. 4.7 If at any time legal restrictions prevent the acquisition or prompt remittance of United States Dollars by MONSANTO with respect to any country where a Licensed Product is sold, MONSANTO shall pay royalties due to MARINA from MONSANTO’s other sources of United States Dollars. 4.8 MONSANTO will deliver annual royalty reports to MARINA on or before January 30 of each contract year. Each such royalty report will cover Sales Revenue in the most recently completed twelve (12) month period and will show: (a) Teva shall pay Alexza the units, Sales Revenue, and Gross Profits of each type of Product, including a clear indication of how royalties due under Section 8.4 within [ * ] days following the end of each [ * ] commencing with the initial [ * ] following the First Commercial Sale of a Product. With such payment, Teva shall furnish hereunder to Alexza a reasonably detailed report showing the following information: MARINA were calculated; (ib) the gross invoiced amount (net of any on invoice allowances) for each Product during the reporting period sold by Teva or its Affiliatescalculated royalties, Distributors or Sublicensees to the first unrelated Third Partyin U.S. dollars, payable hereunder; (iic) the deductions taken in calculating Net Sales for each Product during such reporting period, method used to calculate the royalty and the Net Sales for each such Productother consideration; (iiid) the exchange rates used, if any, in determining the amount due or performing any necessary currency conversion; (iv) the royalties payable with respect to such Net Sales; and (ve) any withholding taxes required other information reasonably requested by Applicable Laws MARINA in support or explanation thereof. Such report shall also include the identity of all Affiliates contributing to be paid from such royalties. Notwithstanding Sales Revenue, the foregoing, a preliminary draft Product rights or scope of the reasonably detailed report described above will be provided to Alexza within [ * ] days after sublicense granted and the end term of each [ * ] following the First Commercial Sale of a Productagreement, if any, with such Affiliate. 4.9 MONSANTO shall keep books and records in accordance with generally accepted accounting principles accurately showing all transactions and information relating to this Agreement. Such books and records shall be preserved for at least five (b5) Alexza shall invoice Teva or its Affiliates, Distributors or Sublicensees in respect of a shipment years from the date of the Product entry to which they pertain and shall be open to inspection (at MARINA’s option, up to once in each calendar year), by a reputable third party independent auditor designated by MARINA, at reasonable times and upon reasonable notice to MONSANTO. 4.10 The fees and expense incurred by MARINA and the time reasonable out-of-pocket expenses incurred by MONSANTO in retrieving records kept over three (3) years in connection with any such audit shall be borne solely by MARINA. However, if an error in royalties of shipment in an amount equal to more than [***] percent ([***]%) of the total Transfer Price royalties due for any year is discovered, then the quantity fees and expenses of the Product actually included in such shipment. All payments for Product will audit shall be due borne by MONSANTO and payable MONSANTO shall pay to Alexza [ * ] MARINA the amount of the royalty payment discrepancy within forty-five (45) days after receipt of Alexzathe auditor’s invoicereport. If, unless however, it is discovered that the royalties paid to MARINA by License during the relevant period exceeded the amount which was properly owed by MONSANTO by [***] percent ([***]%) or more, then MARINA will credit any such shipment is rejected under Section 6.16(e)excess amount to MONSANTO’s royalty obligation during the immediately following contract year. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, in which event no WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] 4.11 If MONSANTO receives a payment shall be due for such rejected Product, and Teva Affiliates, Distributors or Sublicensees, as applicable, shall make payment to Alexza: (i) for any replacement Product within [ * ] days after Teva accepts the replacement Product; or (ii) for such original shipment (after deduction of the number of Units that have been replaced) within [ * ] days should from a Third Party laboratoryas consideration for the grant of a sublicense of the MARINA Patent Rights or MARINA Technology and the amount of said payment is not based upon the manufacture, pursuant to Section 6.16(e)(i)use, confirm that sale or other transfer of a Product resulting in Sales Revenue hereunder, MARINA shall receive [***] percent ([***]%) of the Product originally delivered complies with the Specifications and are not subject to rejectionamount of such payment.

Payments; Reports. (a) Teva License Fees shall pay Alexza royalties be payable on a [***] basis and shall be due under Section 8.4 within [ * [***] days following the end of each [ * ] commencing with the initial [ * ] following the First Commercial Sale of a Product. With such payment, Teva shall furnish to Alexza a reasonably detailed report showing the following information: (i) the gross invoiced amount (net of any on invoice allowances) for each Product during the reporting period sold by Teva or its Affiliates, Distributors or Sublicensees to the first unrelated Third Party; (ii) the deductions taken in calculating Net Sales for each Product during such reporting period, and the Net Sales for each such Product; (iii) the exchange rates used, if any, in determining the amount due or performing any necessary currency conversion; (iv) the royalties payable with respect to such Net Sales; and (v) any withholding taxes required by Applicable Laws to be paid from such royalties. Notwithstanding the foregoing, a preliminary draft of the reasonably detailed report described above will be provided to Alexza within [ * ] days after the end of each [ * ] following [***]. In the First Commercial Sale event of a Productgood faith dispute regarding any fees, no such disputed fees shall be due or payable by TWC to Licensor nor subject to the recovery of prejudgment interest unless and until such dispute has been resolved to the satisfaction of TWC and Licensor; provided that Licensor and TWC shall use [***] to resolve such dispute within a [***] period, and, if the parties are unable to resolve such dispute within such [***] period, the parties may pursue all available rights and remedies hereunder. (b) Alexza A statement of the number of Buys during the relevant [***] shall invoice Teva or its Affiliatesaccompany each payment of License Fees, Distributors or Sublicensees together with any other information necessary for the computation of the License Fees due to Licensor in respect of such [***]. (c) If any amount due hereunder is not paid when due or within [***] thereafter, the payor shall pay, in addition to such amount, interest on such amount at a shipment rate of [***] percent ([***]%) per [***] (or, if lower, the maximum rate permitted by law) from the date on which such amount was due through the date on which payment of such amount is made. (d) During the Term, and for [***] thereafter, TWC shall maintain accurate and complete books and records, in accordance with generally accepted accounting principles and practices which contain information sufficient to verify the Fees due Licensor hereunder. Upon not less than [***] prior written notice, Licensor shall have the right, during the Term, [***], to examine during normal business hours at a location within the 48 contiguous United States without unreasonably interfering with the operation of TWC’s business, the books and records of TWC which are related directly to the Video on Demand offering of the Product at Programs to the time extent necessary to verify the License Fees due; provided, however, that such examinations shall not be conducted more frequently than [***] and that such examinations shall be limited to License Fees payable during the [***] and the [***] (not to include any period in respect of shipment which an examination has been concluded). If any such examination reveals a discrepancy in the amount paid to Licensor, TWC shall pay Licensor an amount equal to the total Transfer Price for amount of such discrepancy, plus interest on the quantity amount of such discrepancy at the Product actually included in rate of [***]% per [***] (or, if lower, the maximum rate permitted by law) from the date on which such shipmentamount was paid by or should have been paid to Licensor through the date on which payment is made to Licensor. All payments for Product Licensor will be deemed to have waived any and all claims which it may have with respect to an underpayment of fees due and payable unless it gives written notice of such claims to Alexza [ * TWC upon the earlier of [***] days after receipt the date on which payment of Alexza’s invoicesuch fees was due or, unless within [***] after the conclusion of such shipment is rejected under Section 6.16(e), in which event no payment shall be due for such rejected Product, and Teva Affiliates, Distributors or Sublicensees, as applicable, shall make payment to Alexza: (i) for any replacement Product within [ * ] days after Teva accepts the replacement Product; or (ii) for such original shipment (after deduction of the number of Units that have been replaced) within [ * ] days should a Third Party laboratory, pursuant to Section 6.16(e)(i), confirm that the Product originally delivered complies with the Specifications and are not subject to rejectionexamination.