Common use of PROGRESS AND ROYALTY REPORTS Clause in Contracts

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning August 31, 2000 and semi-annually thereafter, file Licensee shall submit to The Regents a progress report covering the Licensee’s (and any Affiliate’s or sublicensee’s) activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Licensed Product until the first commercial sale of that Licensed Product occurs in the United States and shall be again required if commercial sales of such Licensed Product are suspended or discontinued. 9.2 Progress Reports are Licensee’s confidential information. The Regents shall not disclose to third parties any such information or use such information for any reason other than to determine Licensee’s compliance with this Article 9, unless such information is already in the public domain through no fault of the Regents. 9.3 Progress Reports submitted under Paragraph 9.1 shall include, but are not limited to, the following topics with respect to Licensed Products: • summary of work completed • summary of work in progress • current schedule of anticipated events or milestones, • anticipated commercial launch dates for introduction of Licensed Products, and 9.4 The Licensee has a continuing responsibility to keep The Regents informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and Affiliates. 9.5 The Licensee shall report to The Regents the date of first commercial sale of a Licensed Product in each country in its immediately subsequent progress and royalty report. 9.6 After the first commercial sale of a Licensed Product anywhere in the world, the 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 the Licensee’s most recently completed calendar quarter and will show (a) the gross sales and Net Sales of Licensed Products sold during the most recently completed calendar quarter; (b) the number of each type of Licensed Product sold; (c) the royalties, in U.S. dollars, payable with respect to sales of Licensed Products; (d) the method used to calculate the royalty; and (e) the exchange rates used. 9.7 If no sales of Licensed Products have been made during any reporting period following commercial launch of a Licensed Product, a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning August 31February 28, 2000 1998 and semi-annually thereafter, file Licensee shall submit to The Regents UCSD a progress report covering the Licensee’s 's (and any Affiliate’s or sublicensee’s's) activities related to the development and testing of all Devices, Royalty-Bearing Products or Services arising from the use of a Licensed Products Product, a Licensed Method or the Technology and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Licensed Device, Royalty-Bearing Product or Service until the first commercial sale of that Licensed Device, Royalty-Bearing Product or Service occurs in the United States and shall be again required if commercial sales of such Licensed Product are suspended or discontinuedStates. 9.2 Progress Reports are Licensee’s confidential information. The Regents shall not disclose to third parties any such information or use such information for any reason other than to determine Licensee’s compliance with this Article 9, unless such information is already in the public domain through no fault of the Regents. 9.3 Progress Reports reports submitted under Paragraph 9.1 shall should include, but are not limited to, the following topics with respect related to the Device, Royalty-Bearing Product or Service that arise from the use of a Licensed ProductsProduct, a Licensed Method or the Technology: • - summary of work completed • * Certain information on this page has been omitted and filed Separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. - key scientific discoveries - summary of work in progress • - current schedule of anticipated events or milestones, • anticipated commercial launch dates milestones - market plans for introduction of Devices, Royalty-Bearing Products or Services arising from the use of a Licensed ProductsProduct, anda Licensed Method or the Technology, and - a summary of resources (dollar value) spent in the reporting period. 9.4 The 9.3 Licensee has a continuing responsibility to keep The Regents informed inform UCSD of any change in its status (or the large/status of any Affiliate that performs any activities in connection with this Agreement) as a small business entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and Affiliates). 9.5 The 9.4 Licensee shall report to The Regents UCSD in its immediately subsequent progress and royalty report the date of first commercial sale of a Licensed Device, Royalty-Bearing Product or Service in each country in its immediately subsequent progress and royalty reportcountry. 9.6 9.5 After the first commercial sale of a Licensed Royalty-Bearing Product anywhere in the world, the Licensee shall make quarterly royalty reports to The Regents UCSD on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report will cover the Licensee’s ' most recently completed calendar quarter and will show (a) the gross sales and Net Sales of Licensed Devices, Royalty-Bearing Products and Services sold during the most recently completed calendar quarter; (b) the number of each type of Licensed Device, Royalty-Bearing Product or Service sold; (c) the royalties, in U.S. dollars, payable with respect to sales of Licensed ProductsDevices, Royalty- Bearing Products or Services; (d) the method used to calculate the royalty; and (e) the exchange rates used. 9.7 9.6 If no sales of Licensed Devices, Royalty-Bearing Products or Services have been made during any reporting period following commercial launch of a Licensed Productperiod, a statement to this effect is required.

PROGRESS AND ROYALTY REPORTS. 9.1 Beginning August 31, 2000 and semi-annually thereafter, file Licensee shall submit to The Regents a progress report covering 6.1 Until the Licensee’s (and any Affiliate’s or sublicensee’s) activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Licensed Product until the first commercial sale of that Licensed Product occurs in the United States and shall be again required if commercial sales of such Licensed Product are suspended or discontinued. 9.2 Progress Reports are Licensee’s confidential information. The Regents shall not disclose to third parties any such information or use such information for any reason other than to determine Licensee’s compliance with this Article 9, unless such information is already in the public domain through no fault of the Regents. 9.3 Progress Reports submitted under Paragraph 9.1 shall include, but are not limited to, the following topics with respect to Licensed Products: • summary of work completed • summary of work in progress • current schedule of anticipated events or milestones, • anticipated commercial launch dates for introduction of Licensed Products, and 9.4 The Licensee has a continuing responsibility to keep The Regents informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and Affiliates. 9.5 The Licensee shall report to The Regents the date of first commercial sale of a Licensed Product Product, LICENSEE will submit to THE REGENTS a semi-annual progress report covering LICENSEE activities in meeting the performance obligations set forth in Article 5 and Exhibit B of this Agreement. The report will include at a minimum the following information: License Number Name of Licensee Date of Report Reporting period Description of Licensed Products or Licensed Methods Status of Commercialization Milestones The report will be due to THE REGENTS on August 31 of each calendar year for the period January through June of that year and on February 28 of each calendar year for the period July through December of the preceding calendar year. The first report will be due August 31, 1997 for commercialization activities during the period January 1, 1997 through June 30, 1997. 6.2 LICENSEE will report to THE REGENTS the first commercial sale of each type of Licensed Product, and the first commercial use of Licensed Methods, in the U.S. and in each country in its immediately subsequent progress and royalty report.outside the U.S. Such report will include at a minimum, the following information. License Number Name of Licensee Date of Report Date of First Commercial Sale/Lease/Use Place of First Commercial Sale/Lease/Use Description of Licensed Product(s)/Method(s) sold/leased/used 9.6 6.3 After the first commercial sale of a Licensed Product anywhere in the world, the Licensee shall make quarterly LICENSEE will submit semi-annual written royalty reports to The Regents THE REGENTS on or before each February 28, May 31, August 31 and November 30 of each calendar year for the period January through June of that year and on February 28 of each calendar year for the period July through December of the preceding calendar year. Each The royalty report will cover include at a minimum the Licensee’s most recently completed calendar quarter and will show following information: License Number Name of Licensee Date of Report Reporting period Company's fiscal year Earned royalties or minimum royalties Domestic sales: Description of Licensed Product(s)/Method(s) Unit price of Licensed Product(s)/Method(s) (asale, lease, and/or use) the gross Units of Licensed Product(s)/Method(s) sold in US Units of Licensed Product(s)/Method(s) leased in US Gross sales and in US Net Sales in US Royalties due THE REGENTS in $US Foreign sales: Country of sales Description of Licensed Products Product(s)/Method(s) Unit price of Licensed Product(s)/Method(s) (sale, lease, and/or use) Units of Licensed Product(s)/Method(s) sold during in each country Units of Licensed Product(s)/Method(s) leased in each country Gross sales in each country Net Sales in each country Monetary exchange rate Royalties due THE REGENTS in $US US Government Sales: Description of Licensed Product(s)/Method(s) Unit price of Licensed Product(s)/Method(s) (sale, lease, and/or use) Units of Licensed Product(s)/Method(s) sold Units of Licensed Product(s)/Method(s) leased Gross sales Net Sales LICENSEE will also report the most recently completed calendar quarter; (b) the number name and business address of each type purchaser of Licensed Product sold; (c) the royalties, in U.S. dollars, payable with respect to sales of Licensed Products; (d) the method used to calculate the royalty; and (e) the exchange rates useda capacitive deionization unit. 9.7 6.4 If no sales of LICENSEE has not sold any Licensed Products have been made or used Licensed Methods during any reporting period following commercial launch period, LICENSEE will so state in the royalty report filed for such period. 6.5 LICENSEE will provide THE REGENTS with an annual statement of a Licensed Productroyalty accounts, a either audited or certified by LICENSEE's Chief Financial Officer, for each calendar year during the term of this Agreement. All such statements will be due to THE REGENTS on February 28 of the calendar year after the year to which such statement to this effect is requiredrelates. 6.6 LICENSEE will file all reports in accordance with the provisions of Article 19 (NOTICES).

PROGRESS AND ROYALTY REPORTS. 9.1 7.1 Beginning August 31February 28, 2000 1995, and semi-annually thereafter[CONFIDENTIAL TREATMENT REQUESTED]thereafter, file the Licensee shall submit to The Regents a progress report covering the Licensee’s (and any Affiliate’s or sublicensee’s) 's activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing. Progress These progress reports are required shall be made for each Licensed Product until the first commercial sale of that Licensed Product occurs in the United States and shall be again required if commercial sales of such Licensed Product are suspended or discontinuedStates. 9.2 Progress Reports are Licensee’s confidential information. 7.2 The Regents shall not disclose to third parties any such information or use such information for any reason other than to determine Licensee’s compliance with this Article 9, unless such information is already in the public domain through no fault of the Regents. 9.3 Progress Reports progress reports submitted under Paragraph 9.1 shall Section 7.1 should include, but are not be limited to, the following topics with respect to Licensed Productstopics: • - summary of work completed • - key scientific discoveries - summary of work in progress • - current nonbinding, good- faith schedule of anticipated events or milestones, • anticipated commercial launch dates milestones - market plans for introduction of Licensed Products, andand - a summary of resources (dollar value) spent in connection with the Licensed Product during the reporting period. 9.4 7.3 The Licensee has shall have a continuing responsibility to keep The Regents informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and AffiliatesSublicensees. 9.5 7.4 The Licensee shall also agrees to report to The Regents in its immediately subsequent progress and royalty report the date of first commercial sale of a Licensed Product in each country in its immediately subsequent progress and royalty reportcountry. 9.6 7.5 After the first commercial sale of a Licensed Product anywhere in the world, the Licensee shall make will provide The Regents with quarterly royalty reports to The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report will cover the Licensee’s 's most recently completed calendar quarter and will show show: (a) the gross sales and Net Sales of Licensed Products sold by the Licensee during the most recently completed calendar quarter; , (b) the number of each type of Licensed Product sold; sold by the Licensee during the most recently completed calendar quarter, (c) the royalties, in U.S. dollars, payable hereunder with respect to sales such Net Sales of Licensed Products; , (d) the method used to calculate the royalty; , and (e) the exchange rates used, if any. 9.7 7.6 If no sales of Licensed Products have been made during any reporting period following after the first commercial launch sale of a Licensed ProductProducts, a statement to this effect is shall be required.

PROGRESS AND ROYALTY REPORTS. 9.1 A. Beginning August 31at six (6) months after the Effective Date of this Agreement, 2000 and semi-annually semiannually thereafter, file the Licensee shall will submit to The Regents a progress report as described in Paragraph 7.B covering activities by the Licensee and its Sublicensees related to the commercialization of Licensed Products ("Progress Report") during the previous calendar year. This reporting requirement will remain in force until the commencement of Sale of each Licensed Product. If the Licensee fails to submit a timely Progress Report to The Regents, The Regents will be entitled to terminate this Agreement in accordance with Article 10. If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement's expiration, a final Progress Report covering the period prior to termination must be submitted within thirty (30) days of termination. UC2009-334 1/27/2010 Final B. The Progress Reports will summarize the Licensee’s (and any Affiliate’s or sublicensee’s) 's activities related to the testing and development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing. Progress reports are required for each Licensed Product until the first commercial sale of that Licensed Product occurs in the United States and shall be again required if commercial sales of such Licensed Product are suspended or discontinued. 9.2 Progress Reports are Licensee’s confidential information. The Regents shall not disclose to third parties any such information or use such information for any reason other than to determine Licensee’s compliance with this Article 9, unless such information is already in the public domain through no fault of the Regents. 9.3 Progress Reports submitted under Paragraph 9.1 shall include, but are not limited to, the following topics with respect to Licensed Products: • summary of work completed • summary of work in progress • current schedule of anticipated events or milestones, • anticipated commercial launch dates for introduction of Licensed Products, and 9.4 the anticipated date at which diligence milestones will be met, and the activities of any Sublicensees, if any. The Progress Report will contain sufficient detail for The Regents to determine whether or not the Licensee has a continuing responsibility met its diligence obligations set forth in Article 6 (Due Diligence). Licensee will continue to keep The Regents informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and Affiliates. 9.5 The Licensee shall report provide Progress Reports to The Regents so long as Licensed Products are in development. C. After the date of first commercial sale Sale of a Licensed Product in each country in its immediately subsequent progress and royalty report. 9.6 After the first commercial sale of a Licensed Product anywhere in the worldProduct, the Licensee shall make will provide quarterly royalty reports to The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report will cover the Licensee’s most recently completed calendar quarter (January through March, April through June, July through September, and October through December) and will show (a) show: i. the gross sales and Net Sales quantity of Licensed Products sold Sold by the Licensee and its Sublicensees during the most recently completed calendar quarter; (b) ; ii. the number of each type of Licensed Product sold; (c) the royaltiesEarned Royalties, in U.S. United States dollars, payable with respect to sales of Licensed Productshereunder; (d) and iii. the method used to calculate the royalty; and (e) Earned Royalty. After the exchange rates used. 9.7 If first royalty report, if no sales Sales of Licensed Products have been made during any reporting period following commercial launch of a Licensed Productcalendar quarter, then a statement to this effect is requiredmust be provided by the Licensee in the applicable quarter's royalty report.