Common use of Place and Method of Payment Reports and Records Audit Interest Clause in Contracts

Place and Method of Payment Reports and Records Audit Interest. 6.1 All dollar ($) amounts referred to in this Agreement are expressed in United States dollars. All payments to WU under this Agreement must be made in United States dollars by check or electronic transfer payable to "Washington University". Any Sales revenues for Licensed Products received by Aspen in currency other than United States dollars will be converted to United States dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar Half. 6.2 Checks will be dispatched to WU's correspondence address given in Section 16 below. Electronic transfers will be made to a bank account designated by WU. 6.3 Aspen must deliver to WU within forty-five days of the end of each Calendar Half in which earned royalties and/or sublicense fees are owed and payable a written report setting forth the calculation of the payments made to WU for that Calendar Half, including at least the following: 6.3.1 The number of Licensed Products and volume of Sales by country. 6.3.2 Gross receipts for Sales of Licensed Products including total amounts invoiced, billed or received. 6.3.3 Allowed deductions as defined in Section 2.11, giving totals by each type. 6.3.4 Royalties, fees and payments due to WU giving totals for each category. 6.3.6 Earned royalty amounts credited against minimum royalty payments or vice versa. 6.4 Aspen must maintain, and require its Sublicensees to maintain complete and accurate books of accounts and records which would enable an independent auditor to verify the amounts paid as royalties, fees and payments under this Agreement. Aspen must also require its Sublicensees to file reports to Aspen to enable Aspen to comply with all record keeping and reporting obligations in this Agreement. The books and records must be maintained for three years following the Calendar Half after submission of the reports required by this Article. Upon reasonable notice by WU, Aspen must give WU (or auditors or inspectors appointed by and representing WU) access to all books and records relating to Sales of Licensed Products by Aspen and its Sublicensees to conduct an audit or review of those books and records. This access must be available at least once during each calendar year, for a reasonable time, during regular business hours, during the Term of the Agreement and for the three calendar years following the year in which termination or expiration occurs. If WU determines that Aspen has underpaid royalties by 5% or more for any Calendar Half, then Aspen must pay WU the actual outside costs and expenses of its accountants and auditors in connection with the review and audit. 6.5 Any amounts that are not paid by Aspen to WU when due will accrue interest from the due date until payment is made at an annual rate equal to two percent above prime or the maximum allowed by law, if less.

Place and Method of Payment Reports and Records Audit Interest. 6.1 5.1 All dollar ($) amounts referred to in this Agreement are expressed in United States dollars. All payments to WU under this Agreement must be made in United States dollars by check or electronic transfer payable to "Washington University". Any Sales revenues for Licensed Products received by Aspen SIGA in currency other than United States dollars will be converted to United States dollars at the conversion rate for the foreign currency as published in the Eastern eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar Half. 6.2 5.2 Checks will be dispatched to WU's correspondence address given in Section 16 Article 14 below. Electronic transfers will be made to a bank account designated by WU. 6.3 Aspen 5.3 SIGA must deliver to WU within forty-five days of the time provided in Article 4 for making the respective payment after the end of each Calendar Half in which earned royalties and/or sublicense fees are owed and payable payable, a written report setting forth the calculation of the payments made to WU for that Calendar Half, including at least the following: 6.3.1 5.3.1 The number of Licensed Products manufactured, sold, used or imported and volume of Sales by country. 6.3.2 5.3.2 Gross receipts for Sales of Licensed Products including total amounts invoiced, billed or received. 6.3.3 5.3.3 Allowed deductions as defined in Section 2.112.9, giving totals by each type. 6.3.4 5.3.4 Net Sales of Licensed Products by country. 5.3.5 Royalties, fees and payments due to WU giving totals for each category. 6.3.6 5.3.6 Earned royalty amounts credited against minimum royalty payments or vice versa. 6.4 Aspen 5.4 SIGA must maintain, and require its Sublicensees to maintain maintain, complete and accurate books of accounts account and records which would enable an independent auditor to verify the amounts paid as royalties, fees and payments under this Agreement. Aspen must also require its Sublicensees to file reports to Aspen to enable Aspen to comply with all record keeping and reporting obligations in this Agreement. The books and records must be maintained for three five years following the Calendar Half after submission of the reports required by this Article. Upon reasonable notice by WU, Aspen SIGA must give WU (or auditors or inspectors appointed by and representing WU) access to all books and records relating to Sales of Licensed Products by Aspen and its Sublicensees SIGA to conduct an audit or review of those books and records. This access must be available at least once during each calendar yearCalendar Half, for a reasonable time, during regular business hours, during the Term of the Agreement and for the three five calendar years following the year in which termination or expiration occurs. If WU the independent auditor determines that Aspen has underpaid royalties amounts paid to WU as royalties, fees and payments by SIGA differ by 5% or more from amounts actually owed for any Calendar Half, then Aspen SIGA must pay WU the actual outside costs and expenses of its accountants and auditors in connection with the review and audit. 6.5 5.5 Any amounts that are not paid by Aspen SIGA to WU when within thirty (30) days of the due date will accrue interest from the due date until payment is made at an annual rate equal to two percent above the prime rate published in the Eastern edition of The Wall Street Journal during the period of arrearage (or the maximum allowed by law, if lessless than prime.) This provision applies to all payments that SIGA must make under this Agreement.

Place and Method of Payment Reports and Records Audit Interest. 6.1 All dollar ($) amounts referred to in this Agreement are expressed in United States dollars. All payments to WU under this Agreement must shall be made in United States dollars by check or electronic transfer payable to "Washington University". ." Any Sales revenues for Licensed Products received by Aspen in currency other than United States dollars will shall be converted to United States dollars at using the average conversion rate for of the foreign currency daily closing prices in the applicable Calendar Half Year as published in the Eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar HalfJournal. 6.2 Checks will shall reference WU Contract Number CA0089-90 and shall be dispatched sent to: Accounting Department Office of Technology Management Washington University in St. Louis 000 Xxxxx Xxxxxx Xxxxxx, XX 0000 Xx. Xxxxx, XX 00000 All payments shall include the WU Contract Number to WU's correspondence address given in Section 16 belowensure accurate crediting to Licensee’s account. Electronic transfers will shall be made to a bank account designated in writing by WU. 6.3 Aspen must Modigene shall deliver to WU WU, within forty-five (45) days of the end of each Calendar Half Year in which earned royalties and/or sublicense fees Sublicensing Revenue are owed and payable payable, a written report setting forth the calculation of the payments made to WU for that Calendar HalfHalf Year, including at least the following: 6.3.1 The number of Licensed Products sold and volume amount of Sales by country. 6.3.2 Gross receipts for Sales of Licensed Products including total amounts invoiced, billed or invoiced and received. 6.3.3 Allowed deductions Permissible Deductions, as defined in Section 2.112.14, giving totals by each type. 6.3.4 Net Sales of Licensed Products by country. 6.3.5 Royalties, fees and payments due to WU WU, giving totals for each category. 6.3.6 Earned royalty amounts credited against minimum royalty payments or vice versapayments. 6.4 Aspen must Modigene shall maintain, and shall require its Sublicensees to maintain maintain, complete and accurate books of accounts account and records which that would enable an independent auditor to verify the amounts paid as royalties, fees and payments under this Agreement. Aspen Modigene must also require its Sublicensees to file reports to Aspen Modigene to enable Aspen Modigene to comply with all record keeping and reporting obligations in this Agreement. The books and records must be maintained for three years following the Calendar Half Year after submission of the reports required by this Article. Upon reasonable prior written notice by WUWU of at least sixty (60) days, Aspen must Modigene will give a certified, independent public accountant selected by WU and acceptable to Licensee (or auditors or inspectors appointed by and representing WU“CPA”) access to all books and records relating to Sales of Licensed Products by Aspen and its Sublicensees Modigene to conduct conduct, at WU’s expense, an audit or review of those books and records. This access must will be available at least no more then once during each calendar year, for a reasonable timeannually, during regular business hours, during the Term of the Agreement and for the three calendar years following the year in which termination or expiration occurs. If WU determines However, if the audit or review reports that Aspen Modigene has underpaid royalties by 5% or more for any Calendar HalfHalf Year, then Aspen must pay Modigene shall reimburse WU for the actual outside reasonable costs and expenses of its the accountants and auditors in connection with the review and audit. WU agrees that all information subject to review under this Section 6.4 is confidential, such CPA shall enter into a confidentiality agreement with Modigene, and that it shall direct the CPA conducting the audit to retain all such information in confidence. The CPA shall only report to WU regarding royalty payments. Any report prepared as a result of or in connection with the audit pursuant to this Section 6.4 shall be regarded as Licensee’s Confidential Information and WU hereby agrees not to use any information in such report for any purpose other than determining whether Licensee has complied with its obligations under, and enforcing the terms of, this Agreement. 6.5 Any amounts that are not paid by Aspen Modigene to WU when due will shall accrue interest interest, from the due date until payment is made made, at an annual rate equal to two one percent (1%) above the prime rate published in the Eastern edition of The Wall Street Journal during the period of arrearage (or the maximum allowed by law, if lessless than the amount specified herein).

Place and Method of Payment Reports and Records Audit Interest. 6.1 All dollar ($) amounts referred to in this Agreement are expressed in United States dollars. All payments to WU under this Agreement must be made in United States dollars by check or electronic transfer payable to "Washington University". Any Sales revenues for Licensed Products received by Aspen MitoKor in currency other than United States dollars will be converted to United States dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar Half. 6.2 Checks will be dispatched to WU's correspondence address given in Section 16 below. Electronic transfers will be made to a bank account designated by WU. 6.3 Aspen MitoKor must deliver to WU within forty-five days of the end of each Calendar Half in which earned royalties and/or sublicense fees are owed and payable a written report setting forth the calculation of the payments made to WU for that Calendar Half, including at least the following: 6.3.1 The number of Licensed Products and sales volume of Sales by country. 6.3.2 Gross receipts for Sales sales of Licensed Products including total amounts invoiced, billed or received. 6.3.3 Allowed deductions as defined in Section 2.11, giving totals by each type. 6.3.4 Net Sales of Licensed Products by country. 6.3.5 Royalties, fees and payments due to WU giving totals for each category. 6.3.6 Earned royalty amounts credited against minimum royalty payments or vice versa. 6.4 Aspen MitoKor must maintain, and require its Sublicensees to maintain maintain, complete and accurate books of accounts account and records which would enable an independent auditor to verify the amounts paid as royalties, fees and payments to WU under this Agreement. Aspen MitoKor must also require its Sublicensees to file reports to Aspen MitoKor to enable Aspen MitoKor to comply with all record keeping and reporting obligations in this Agreement. The books and records must be maintained for three years following the Calendar Half after submission of the reports required by this Article. Upon reasonable notice by WU, Aspen MitoKor must give WU (or auditors or inspectors appointed by and representing WU) access to all books and records relating to Sales of Licensed Products by Aspen and its Sublicensees obligations under Article 5 to conduct an audit or review of those books and records. This access must be available at least once during each calendar year, for a reasonable time, during regular business hours, during the Term of the Agreement and for the three calendar years following the year in which termination or expiration occurs. If WU determines that Aspen MitoKor has underpaid royalties by 5% or more for any Calendar Half, then Aspen MitoKor must pay WU the actual outside costs and expenses of its accountants and auditors in connection with the review and audit. 6.5 Any amounts that or are not paid by Aspen MitoKor to WU when due will accrue interest from the due date until payment is made at an annual rate equal to two percent above prime or the maximum allowed by law, if less.

Place and Method of Payment Reports and Records Audit Interest. 6.1 5.1 All dollar ($) amounts referred to in this Agreement are expressed in United States dollars. All payments to WU under this Agreement must be made in United States dollars by check or electronic transfer payable to "Washington University". Any Sales revenues for Licensed Products received by Aspen SIGA in currency other than United States dollars will be converted to United States dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar Half. 6.2 5.2 Checks will be dispatched to WU's correspondence address given in Section 16 Article 14 below. Electronic transfers will be made to a bank account designated by WU. 6.3 Aspen 5.3 SIGA must deliver to WU within forty-five days of the time provided in Article 4 for making the respective payment after the end of each Calendar Half in which earned royalties and/or sublicense fees are owed and payable payable, a written report setting forth the calculation of the payments made to WU for that Calendar Half, including at least the following: 6.3.1 5.3.1 The number of Licensed Products manufactured, sold, used or imported and volume of Sales by country. 6.3.2 5.3.2 Gross receipts for Sales of Licensed Products including total amounts invoiced, billed or received. 6.3.3 5.3.3 Allowed deductions as defined in Section 2.112.9, giving totals by each type. 6.3.4 5.3.4 Net Sales of Licensed Products by country. 5.3.5 Royalties, fees and payments due to WU giving totals for each category. 6.3.6 5.3.6 Earned royalty amounts credited against minimum royalty payments or vice versa. 6.4 Aspen 5.4 SIGA must maintain, and require its Sublicensees to maintain maintain, complete and accurate books of accounts account and records which would enable an independent auditor to verify the amounts paid as royalties, fees and payments under this Agreement. Aspen must also require its Sublicensees to file reports to Aspen to enable Aspen to comply with all record keeping and reporting obligations in this Agreement. The books and records must be maintained for three five years following the Calendar Half after submission of the reports required by this Article. Upon reasonable notice by WU, Aspen SIGA must give WU (or auditors or inspectors appointed by and representing WU) access to all books and end records relating to Sales of Licensed Products by Aspen and its Sublicensees SIGA to conduct an audit or review of those books and records. This access must be available at least once during each calendar yearCalendar Half, for a reasonable time, during regular business hours, during the Term of the Agreement and for the three five calendar years following the year in which termination or expiration occurs. If WU the independent auditor determines that Aspen has underpaid royalties amounts paid to WU as royalties, fees and payments by SIGA differ by 5% or more from amounts actually owed for any Calendar Half, then Aspen SIGA must pay WU the actual outside costs and expenses of its accountants and auditors in connection with the review and audit. 6.5 5.5 Any amounts that are not paid by Aspen SIGA to WU when within thirty (30) days of the due date will accrue interest from the due date until payment is made at an annual rate equal to two percent above the prime rate published in the Eastern edition of The Wall Street Journal during the period of arrearage (or the maximum allowed by law, if lessless than prime.) This provision applies to all payments that SIGA must make under this Agreement.