Common use of PROGRESS AND ROYALTY REPORTS Clause in Contracts

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning [**], and [**] thereafter, Licensee shall submit to The Regents a written progress report covering Licensee’s and any Affiliate or sublicensee’s activities related to the development and testing of all Combination Product and Licensed Product and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Combination Product and Licensed Product until the first commercial sale of that Combination Product or Licensed Product occurs in the U.S. and shall be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinued. 9.2 Progress reports submitted under Paragraph 9.1 shall include, but are not limited to, the following topics: [**]. 9.3 Licensee has a continuing responsibility to keep The Regents informed of the small business entity status as defined by the U.S. Patent and Trademark Office of itself and its sublicensees and Affiliates. 9.4 Licensee shall report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. 9.5 After the first commercial sale of a Combination Product or Licensed Product anywhere in the world, Licensee shall make quarterly royalty reports to The Regents on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report will cover Licensee’s most recently completed calendar quarter and will show: 9.5.1 the [**] and [**] of Combination Product and Licensed Product sold during the most recently completed calendar quarter; 9.5.2 the [**] of Combination Product and Licensed Product sold; 9.5.3 the [**] of Combination Product and Licensed Product;) 9.5.4 the [**]; and 9.5.5 the [**] used. 9.6 If no sale of Combination Product or Licensed Product has been made during any reporting period, a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning [**], and [**] thereafter, During the life of this Agreement Licensee shall will submit to The Regents a written progress report covering Licensee’s 's (and any Affiliate Affiliate's or sublicensee’s 's) activities related to the development and testing of all Combination Product and Licensed Product Products and the obtaining of the governmental approvals necessary for marketing. Progress reports are due on August 15 and on February 15 of each year and will cover the Licensee’s activities for the preceding January 1 through June 30 and July 1 through December 31, respectively. Progress reports are required for each Combination Product and Licensed Product until the first commercial sale of that Combination Product or Licensed Product occurs in the U.S. and shall will be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinued. 9.2 Progress reports submitted under Paragraph 9.1 shall will include, but are not limited to, the following topics: [**]: 9.2.1 Summary of work completed; 9.2.2 Key scientific discoveries; 9.2.3 Summary of work in progress; 9.2.4 Current schedule of anticipated events or milestones; 9.2.5 Market plans for introduction of Licensed Product; and 9.2.6 A summary of resources (dollar value) spent in the reporting period. 9.3 Licensee has a continuing responsibility to keep The Regents informed of the large and small business entity status as defined by the U.S. Patent and Trademark Office of itself and its sublicensees and Affiliates. 9.4 Licensee shall will report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. 9.5 After the first commercial sale of a Combination Product or Licensed Product anywhere in the world, Licensee shall will make quarterly royalty reports to The Regents on or before each February 2828 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year. Each royalty report will cover Licensee’s 's most recently completed calendar quarter and will show: 9.5.1 the [**] The gross sales and [**] Net Sales of Combination Product and Licensed Product sold during the most recently completed calendar quarter; 9.5.2 the [**] The number of Combination Product and Licensed Product sold; 9.5.3 the [**] The royalties, in U.S. dollars, payable with respect to sales of Combination Product and Licensed Product;); 9.5.4 The method used to calculate the [**]; androyalty; 9.5.5 The exchange rates used; 9.5.6 Sublicensing Revenue accrued during the [**] used. 9.6 If no sale of Combination Product or Licensed Product has been made during any reporting period, a statement to this effect is required.previous quarter;

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning [**]February 28, 2001, and [**] semi-annually thereafter, Licensee shall submit to The Regents a written progress report covering Licensee’s (and any Affiliate Affiliate’s or sublicensee’s ’s) activities related to the development and testing of all Combination Product and Licensed Product and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Combination Product and Licensed Product until the first commercial sale of that Combination Product or Licensed Product occurs in the U.S. and shall be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinued. 9.2 Progress reports submitted under Paragraph 9.1 shall include, but are not limited to, the following topics: [**]- summary of work completed - key scientific discoveries - summary of work in progress - current schedule of anticipated events or milestones - market plans for introduction of Licensed Product and - a summary of resources (dollar value) spent in the reporting period. 9.3 Licensee has a continuing responsibility to keep The Regents informed of the large or small business entity status (as defined by the U.S. Patent and Trademark Office Office) of itself and its sublicensees and Affiliates. 9.4 Licensee shall report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. 9.5 After the first commercial sale of a Combination Product or Licensed Product anywhere in the world, Licensee shall make quarterly royalty reports to The Regents on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report will cover Licensee’s most recently completed calendar quarter and will show: 9.5.1 the [**] gross sales and [**] Net Sales of Combination Product and Licensed Product sold during the most recently completed calendar quarter; 9.5.2 the [**] number of Combination Product and each type of Licensed Product sold; 9.5.3 the [**] royalties, in U.S. dollars, payable with respect to sales of Combination Product and Licensed Product;); 9.5.4 the [**]method used to calculate the royalty; and 9.5.5 the [**] exchange rates used. 9.6 If no sale sales of Combination Product or Licensed Product has have been made during any reporting period, then a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning [**]February 28, 2012, and [**] semi-annually thereafter, Licensee shall will submit to The Regents a written progress report covering Licensee’s 's (and any Affiliate or sublicensee’s activities Sublicensee's) activities, in the previous two calendar quarters, related to the development and testing of all Combination Product and Licensed Product and the obtaining of the governmental approvals necessary for marketingmarketing and selling Licensed Products, Licensed Method and Licensed Services. Progress reports are required for each Combination Product Licensed Product, Licensed Method and Licensed Product Service until the first commercial sale of that Combination Product Licensed Product, Licensed Method or Licensed Product Service occurs in the U.S. and shall will be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinueddiscontinued for a period of more than six (6) months. 9.2 Progress reports submitted under Paragraph 9.1 shall will include, but are not limited to, the following topics: [**]: 9.2.1 a statement specifically addressing each diligence requirement of Article 8 (Due Diligence); 9.2.2 summary of work completed; 9.2.3 key scientific discoveries; 9.2.4 summary of work in progress; 9.2.5 current schedule of anticipated events or milestones; 9.2.6 market plans for introduction of Licensed Product, Licensed Method, and Licensed Service; 9.2.7 a summary of resources (dollar value) spent in the reporting period; and 9.2.8 Sublicensees’ activities relating to the above items, if there are any Sublicensees. 9.3 Licensee has a continuing responsibility to keep The Regents informed of the small or large business entity status (as defined by the U.S. Patent and Trademark Office Office) of itself and its sublicensees and AffiliatesSublicensees. 9.4 Licensee shall will report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. 9.5 After the first commercial sale of a Combination Product Licensed Product, Licensed Method or Licensed Product Service anywhere in the world, Licensee shall will make quarterly royalty reports to The Regents on or before each February 2828 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year. Each royalty report will cover Licensee’s 's, and all Sublicensee’s, if any, most recently completed calendar quarter and will show: 9.5.1 the [**] gross invoice prices and [**] Net Sales of Combination Product Licensed Product, Licensed Method and Licensed Product sold during the most recently completed calendar quarterService; 9.5.2 the [**] number of Combination Product each type of Licensed Product, Licensed Method or Licensed Service sold and Licensed Product soldthe actual or average sales price; 9.5.3 the [**] patent number(s) and/or patent application number(s) used in each type of Combination Product and Licensed Product;), Licensed Method or Licensed Service sold; 9.5.4 a listing of the [**]payments for performance of Licensed Method or Licensed Service, or use of Licensed Product that contribute to Net Sales; 9.5.5 the royalties, in U.S. dollars, payable hereunder, including Sublicensee royalties; 9.5.6 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; 9.5.7 the Sublicense Fees payable; 9.5.8 the amount of the cash equivalent of any non-cash consideration payable including the method used to calculate the non-cash consideration; and 9.5.5 9.5.9 the [**] exchange rates used. 9.6 If no sale sales of Combination Product Licensed Product, Licensed Method or Licensed Product has Service have been made during any reporting period, then a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning [**]February 28, 2009, and [**] semi-annually thereafter, Licensee shall will submit to The Regents a written progress report covering Licensee’s (and any Affiliate or sublicensee’s activities Sublicensee’s) activities, in the previous two calendar quarters, related to the development and testing of all Combination Product and Licensed Product and the obtaining of the governmental approvals necessary for marketingmarketing and selling Licensed Products, Licensed Method and Licensed Services. Progress reports are required for each Combination Product Licensed Product, Licensed Method and Licensed Product Service until the first commercial sale of that Combination Product Licensed Product, Licensed Method or Licensed Product Service occurs in the U.S. and shall will be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinueddiscontinued for a period of more than six (6) months. 9.2 Progress reports submitted under Paragraph 9.1 shall will include, but are not limited to, the following topics: [**]: 9.2.1 a statement specifically addressing each diligence requirement of Article 8 (Due Diligence); 9.2.2 summary of work completed; 9.2.3 key scientific discoveries; 9.2.4 summary of work in progress; 9.2.5 current schedule of anticipated events or milestones; 9.2.6 market plans for introduction of Licensed Product, Licensed Method, and Licensed Service; 9.2.7 a summary of resources (dollar value) spent in the reporting period; and 9.2.8 Sublicensees’ activities relating to the above items, if there are any Sublicensees. 9.3 Licensee has a continuing responsibility to keep The Regents informed of the small or large business entity status (as defined by the U.S. Patent and Trademark Office Office) of itself and its sublicensees and AffiliatesSublicensees. 9.4 Licensee shall will report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. 9.5 After the first commercial sale of a Combination Product Licensed Product, Licensed Method or Licensed Product Service anywhere in the world, Licensee shall will make quarterly royalty reports to The Regents on or before each February 2828 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year. Each royalty report will cover Licensee’s ’s, and all Sublicensee’s, if any, most recently completed calendar quarter and will show: 9.5.1 the [**] gross invoice prices and [**] Net Sales of Combination Product Licensed Product, Licensed Method and Licensed Product sold during the most recently completed calendar quarterService; 9.5.2 the [**] number of each type of Licensed Product, Licensed Method or Licensed Service sold and the actual or average sales price; and, for Compound-Based Combination Product Products sold, a list of Active Ingredients, the dosage for each Active Ingredient and Licensed Product soldthe Net Sales Price of each Active Ingredient when sold separately in equivalent dosages; 9.5.3 the [**] patent number(s) and/or patent application number(s) used in each type of Combination Product and Licensed Product;), Licensed Method or Licensed Service sold; 9.5.4 a listing of the [**]; andpayments for performance of Licensed Method or Licensed Service, or use of Licensed Product that contribute to Net Sales; 9.5.5 the [**] royalties, in U.S. dollars, payable hereunder; 9.5.6 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; 9.5.7 the Sublicense Revenue and Sublicensee earned royalties payable and method of calculation of each, including any deduction taken; 9.5.8 the amount of the cash equivalent of any non-cash consideration payable including the method used to calculate the non-cash consideration; 9.5.9 the exchange rates used; and, 9.5.10 in the event any retroactive discounts or rebates were granted during the period covered by the royalty report, the percentage discount(s) or rebate(s), and the total number and types of Licensed Product subject to the discount(s) or rebate(s). 9.6 If no sale sales of Combination Product Licensed Product, Licensed Method or Licensed Product has Service have been made during any reporting period, then a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 10.1 Beginning [**]February 28, 2001, and [**] semi-annually thereafter, Licensee shall submit to The Regents a written progress report covering Licensee’s 's (and any Affiliate or sublicensee’s 's) activities related to the development and testing of all Combination Product and Licensed Product and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Combination Product and Licensed Product until the first commercial sale of that Combination Product or Licensed Product occurs in the U.S. and shall be again required if commercial sales of such Combination Product or Licensed Product are suspended or discontinued. 9.2 10.2 Progress reports submitted under Paragraph 9.1 10.1 shall include, but are not limited to, the following topics: [**]- summary of work completed - key scientific discoveries - summary of work in progress - current schedule of anticipated events or milestones - market plans for introduction of Licensed Product and - a summary of resources (dollar value) spent in the reporting period. 9.3 10.3 Licensee has a continuing responsibility to keep The Regents informed of the small large or small] business entity status (as defined by the U.S. Patent and Trademark Office Office) of itself and its sublicensees and Affiliates. 9.4 10.4 Licensee shall report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Combination Product and/or Licensed Product in each country. In addition, Licensee shall report in its immediately subsequent progress and royalty report, the occurrence of each event resulting in any payment becoming due under Article 8 (Milestone Payments) of this Agreement. 9.5 10.5 After the first commercial sale of a Combination Product or Licensed Product anywhere in the world, Licensee shall make quarterly royalty reports to The Regents on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report will cover Licensee’s 's most recently completed calendar quarter and will show: 9.5.1 10.5.1 the [**] gross sales and [**] Net Sales of Combination Product and Licensed Product sold during the most recently completed calendar quarter; 9.5.2 10.5.2 the [**] number of Combination Product and each type of Licensed Product sold; 9.5.3 10.5.3 the [**] royalties, in U.S. dollars, payable with respect to sales of Combination Product and Licensed Product;); 9.5.4 10.5.4 the [**]method used to calculate the royalty; and 9.5.5 10.5.5 the [**] exchange rates used. 9.6 10.6 If no sale sales of Combination Product or Licensed Product has have been made during any reporting period, a statement to this that effect is required. 10.7 All Progress Reports and Royalty Reports submitted to The Regents under this Agreement shall be treated by The Regents as Licensee's Confidential Information in accordance with Article 31 (Secrecy).