Common use of Reporting; Records Clause in Contracts

Reporting; Records. (i) From and after the Closing Date and until the earlier of (i) payment of the final Milestone Payment or (ii) such time as the Buyer is no longer required to be pursuing the Milestones (the “Reporting Period”), Buyer shall provide the Seller Representative, within forty-five (45) days following January 1 and July 1 of each calendar year, with reasonably detailed semiannual reports of the status of efforts to achieve the Milestones (the “Semi-Annual Reports”). The Seller Representative may disclose each such report (including its analysis thereof) to the Seller Equityholders or her Representatives, so long as each such Person receiving any such report (or analysis thereof) is subject to a professional obligation of confidentiality or reasonable confidentiality obligations with (x) Buyer and (y) the Seller Representative with respect thereto. Once per calendar year during the Reporting Period and within thirty (30) days after receipt of a Semi-Annual Report, Buyer shall, and shall cause its Affiliates to, provide to the Seller Representative and her Representatives, on behalf of the Seller Representative, reasonable access to the working papers regarding the Milestones or a Semi-Annual Report and to any other books and records and to appropriate personnel, during regular business hours and on reasonable advance notice, to the extent reasonably requested and necessary for the Seller Representative to verify the accuracy of a Semi-Annual Report, including written materials reasonably requested by the Seller Representative and if the Seller Representative has inquiries regarding the status of activities described in a Semi-Annual Report, the Seller Representative may request a meeting with representatives of Buyer to discuss such report, and Buyer shall promptly make available for such a meeting (which may be held via telecommunication (telephone, video, or web conferences)) the relevant employees or representatives responsible for the activities set forth in such Semi-Annual Report. (ii) With respect to the achievement of any of the Milestones, Buyer shall provide written notice to the Seller Representative of such occurrence no later than ten (10) Business Days after the occurrence thereof (the “Milestone Notice”). (iii) During the Reporting Period, to the extent consistent with the manner in which it maintains its other comparable books and records, Buyer shall, and shall cause its Affiliates and licensees to, keep accurate books and records relating to efforts to achieve the Milestones, and Buyer shall obtain from such licensees reasonable copies of such books and records. Such records shall be maintained for a period of two (2) years following the end of the period during which Buyer is required to achieve the Milestones.

Reporting; Records. 6.01 LICENSEE shall render to LICENSOR prior to February 28th and August 31st of each year a written account of all PROCEEDS received by the LICENSEE during the prior six month periods ending December 31st and June 30th, respectively, and shall simultaneously pay to LICENSOR the royalties due on such PROCEEDS in United States Dollars. The royalty on NET SALES made in currencies other than US Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (iSan Francisco) From and after foreign exchange desk on the Closing Date and until the earlier of (i) payment close of the final Milestone Payment or (ii) such time as the Buyer is no longer required to be pursuing the Milestones (the “Reporting Period”), Buyer shall provide the Seller Representative, within forty-five (45) days following January 1 and July 1 last banking day of each calendar yearquarter. All non-US taxes related to royalty payments shall be paid by LICENSEE and are not deductible from the payments due to LICENSOR. 6.02 LICENSEE shall keep full, with reasonably detailed semiannual reports true and accurate books of the status of efforts to achieve the Milestones (the “Semi-Annual Reports”). The Seller Representative may disclose each such report (including its analysis thereof) to the Seller Equityholders or her Representatives, so long as each such Person receiving any such report (or analysis thereof) is subject to a professional obligation of confidentiality or reasonable confidentiality obligations with (x) Buyer accounts and (y) the Seller Representative with respect thereto. Once per calendar year during the Reporting Period and within thirty (30) days after receipt of a Semi-Annual Report, Buyer shall, and shall cause its Affiliates to, provide to the Seller Representative and her Representatives, on behalf of the Seller Representative, reasonable access to the working papers regarding the Milestones or a Semi-Annual Report and to any other books and records and to appropriate personnel, during regular business hours and on reasonable advance notice, to the extent reasonably requested and necessary for the Seller Representative to verify the accuracy of a Semi-Annual Report, including written materials reasonably requested by the Seller Representative and if the Seller Representative has inquiries regarding the status of activities described in a Semi-Annual Report, the Seller Representative may request a meeting with representatives of Buyer to discuss such report, and Buyer shall promptly make available for such a meeting (containing all particulars which may be held via telecommunication necessary to properly ascertain and verify the royalties payable by them hereunder. Upon LICENSOR's request, LICENSEE shall permit an independent Certified Public Accountant selected by LICENSOR (telephoneexcept one to whom LICENSEE has some reasonable objection) to examine during ordinary business hours to such of LICENSEE's records as may be necessary to determine, video, or web conferences)) the relevant employees or representatives responsible for the activities set forth in such Semi-Annual Report. (ii) With respect to the achievement of any of the Milestones, Buyer shall provide written notice to the Seller Representative of such occurrence no later quarter ending not more than ten (10) Business Days after the occurrence thereof (the “Milestone Notice”). (iii) During the Reporting Period, to the extent consistent with the manner in which it maintains its other comparable books and records, Buyer shall, and shall cause its Affiliates and licensees to, keep accurate books and records relating to efforts to achieve the Milestones, and Buyer shall obtain from such licensees reasonable copies of such books and records. Such records shall be maintained for a period of two (2) years following prior to the end date of such request, the period during correctness of any report and/or payment made under this Agreement. 6.03 During the term of this Agreement, LICENSEE will submit annual progress reports to LICENSOR by February 28 of each year which Buyer is required discuss the progress and results, as well as ongoing plans, with respect to achieve the Milestonesplan for the development of LICENSED PRODUCTS negotiated under Article 7. LICENSOR shall have the right to request one meeting per year to discuss such information. Should it be necessary for LICENSOR's personnel to meet with LICENSEE outside of Durham, North Carolina, LICENSEE will reimburse reasonable travel and living expenses incident thereto. 6.04 All reports made under this Article 7 shall be treated as confidential INFORMATION as defined in Article 8 herein.

Reporting; Records. 6.01 LICENSEE shall render to LICENSOR prior to February 28th and August 31st of each year a written account of all PROCEEDS received by the LICENSEE during the prior six month periods ending December 31st and June 30th, respectively, and shall simultaneously pay to LICENSOR the royalties due on such PROCEEDS in United States Dollars. The royalty on NET SALES made in currencies other than US Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (iSan Francisco) From and after foreign exchange desk on the Closing Date and until the earlier of (i) payment close of the final Milestone Payment or (ii) such time as the Buyer is no longer required to be pursuing the Milestones (the “Reporting Period”), Buyer shall provide the Seller Representative, within forty-five (45) days following January 1 and July 1 last banking day of each calendar yearquarter. All non-US taxes related to royalty payments shall be paid by LICENSEE and are not deductible from the payments due to LICENSOR. 6.02 LICENSEE shall keep full, with reasonably detailed semiannual reports true and accurate books of the status of efforts to achieve the Milestones (the “Semi-Annual Reports”). The Seller Representative may disclose each such report (including its analysis thereof) to the Seller Equityholders or her Representatives, so long as each such Person receiving any such report (or analysis thereof) is subject to a professional obligation of confidentiality or reasonable confidentiality obligations with (x) Buyer accounts and (y) the Seller Representative with respect thereto. Once per calendar year during the Reporting Period and within thirty (30) days after receipt of a Semi-Annual Report, Buyer shall, and shall cause its Affiliates to, provide to the Seller Representative and her Representatives, on behalf of the Seller Representative, reasonable access to the working papers regarding the Milestones or a Semi-Annual Report and to any other books and records and to appropriate personnel, during regular business hours and on reasonable advance notice, to the extent reasonably requested and necessary for the Seller Representative to verify the accuracy of a Semi-Annual Report, including written materials reasonably requested by the Seller Representative and if the Seller Representative has inquiries regarding the status of activities described in a Semi-Annual Report, the Seller Representative may request a meeting with representatives of Buyer to discuss such report, and Buyer shall promptly make available for such a meeting (containing all particulars which may be held via telecommunication necessary to properly ascertain and verify the royalties payable by them hereunder. Upon LICENSOR's request, LICENSEE shall permit an independent Certified Public Accountant selected by LICENSOR (telephoneexcept one to whom LICENSEE has some reasonable objection) to examine during ordinary business hours to such of LICENSEE's records as may be necessary to determine, video, or web conferences)) the relevant employees or representatives responsible for the activities set forth in such Semi-Annual Report. (ii) With respect to the achievement of any of the Milestones, Buyer shall provide written notice to the Seller Representative of such occurrence no later quarter ending not more than ten (10) Business Days after the occurrence thereof (the “Milestone Notice”). (iii) During the Reporting Period, to the extent consistent with the manner in which it maintains its other comparable books and records, Buyer shall, and shall cause its Affiliates and licensees to, keep accurate books and records relating to efforts to achieve the Milestones, and Buyer shall obtain from such licensees reasonable copies of such books and records. Such records shall be maintained for a period of two (2) years following prior to the end date of such request, the period during correctness of any report and/or payment made under this Agreement. 6.03 During the term of this Agreement, LICENSEE will submit annual progress reports to LICENSOR by February 28 of each year which Buyer is required discuss the progress and results, as well as ongoing plans, with respect to achieve the Milestonesplan for the development of LICENSED PRODUCTS negotiated under Article 7. LICENSOR shall have the right to request one meeting per year to discuss such information. Should it be necessary for LICENSOR's personnel to meet with LICENSEE outside of Durham, North Carolina, LICENSEE will reimburse reasonable travel and living expenses incident thereto. 6.04 All reports made under this Article 7 shall be treated as confidential INFORMATION as defined in Article 8 herein. [***] represents certain information on this page that has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Reporting; Records. (i) From and after the Closing Date Effective Time and until the earlier of (i) payment of the final Milestone Payment or (ii) such time as the Buyer is no longer required to be pursuing the Milestones [***] (the “Reporting Period”), Buyer Parent shall provide the Seller RepresentativeShareholders’ Agent, within forty-five sixty (4560) days following January 1 and July 1 of each calendar year, with reasonably detailed semiannual reports of the (a) status of efforts to achieve the Milestones (provided that the “Semi-Annual Reports”reports, schedules, forms, statements and other documents filed or furnished by Parent with or to the SEC shall be deemed to satisfy this reporting obligation (except if Parent has undertaken a Disposal Transaction); provided, further, that if (i) Parent is no longer required to file such reports under the Exchange Act or (ii) has undertaken a Disposal Transaction, then reports regarding Zorblisa that are reasonably consistent in scope and timing with the reports regarding Zorblisa filed or furnished by Parent with or to the SEC prior to such time shall be deemed to satisfy this reporting obligation) and (b) as applicable, Net Sales in the immediately preceding two calendar quarters. The Seller Representative Shareholders’ Agent may disclose each such report (including its analysis thereof) to the Seller Equityholders or her its Representatives, to the Advisory Group and to each Effective Time Holder that is a venture capital fund or other institutional or strategic investor (and each such Effective Time Holder shall be permitted to disclose any such report (including any analysis thereof) to its Representatives) so long as each such Person receiving any such report (or analysis thereof) is subject to a professional obligation of confidentiality or reasonable confidentiality obligations with (x) Buyer Parent or the Surviving Corporation and (y) the Seller Representative Shareholders’ Agent with respect thereto. Once per calendar year during the Reporting Period and within Within thirty (30) days after receipt of such a Semi-Annual Reportreport, Buyer shall, and shall cause its Affiliates to, provide to the Seller Representative and her Representatives, on behalf of the Seller Representative, reasonable access to the working papers regarding the Milestones or a Semi-Annual Report and to any other books and records and to appropriate personnel, during regular business hours and on reasonable advance notice, to the extent reasonably requested and necessary for the Seller Representative to verify the accuracy of a Semi-Annual Report, including written materials reasonably requested by the Seller Representative and if the Seller Representative Shareholders’ Agent has inquiries regarding the status of activities described in a Semi-Annual Reportsuch report, the Seller Representative Shareholders’ Agent may request a meeting with representatives of Buyer Parent to discuss such report, and Buyer Parent shall promptly use commercially reasonable efforts to make available for such a meeting (which may be held via telecommunication (telephone, video, or web conferences)teleconference) the relevant employees or representatives responsible for the activities set forth in such Semi-Annual Reportthe report. (ii) With respect to the achievement of any of the MilestonesMilestones or the events giving rise to a PRV Payment, Buyer Parent shall provide written notice to the Seller Representative Shareholders’ Agent of such occurrence no later than (A) ten (10) Business Days after the occurrence thereof thereof, in the case Section 2.11(a)(i) — (iv) or Section 2.11(b) or thirty (30) days in the “Milestone Notice”case of Section 2.11(a)(v) — (vii). (iii) During the Reporting Period, to the extent consistent with the manner in which it maintains its other comparable books and records, Buyer Parent shall, and shall cause its Affiliates (including the Surviving Corporation) and licensees to, keep accurate books and records relating to efforts to achieve the MilestonesMilestones and as necessary to verify Net Sales, and Buyer Parent shall obtain from such licensees reasonable copies of such books and records. Such records shall be maintained for a period of two (2) years following the end of the calendar year to which they pertain. (iv) During the Reporting Period and for a period of one (1) year thereafter, upon the written request of the Shareholders’ Agent, Parent shall, and shall cause its Affiliates (including the Surviving Corporation) to, permit Representatives of the Shareholders’ Agent, which may be an independent public accountant (other than the Accountants), at the Shareholders’ Agent’s expense (but with no charge by Parent or its Affiliates), to have access solely in response to a request made during the Reporting Period, upon reasonable prior notice and during normal business hours, but no more than one (1) time during any calendar year, to inspect and make copies of the records specified in Section 2.11(e)(iii) for the immediately preceding calendar year, for the purpose of determining the accuracy of the Net Sales for the most recent calendar year included in the reports described in Section 2.11(e)(i)(b); provided, that each such Person conducting such inspection shall be subject to reasonable confidentiality obligations with the Surviving Corporation with respect thereto. (v) If within thirty (30) days following any audit of Net Sales conducted pursuant to Section 2.11(e)(iv), the Shareholders’ Agent notifies Parent of any disagreement with the Net Sales for the immediately preceding calendar year included in the reports described in Section 2.11(e)(i), the Shareholders’ Agent and Parent shall use commercially reasonable efforts to resolve such disagreement within thirty (30) days following such notice. If Parent and the Shareholders’ Agent are unable to resolve any such disagreement within such thirty (30) day period, then the items in dispute will be referred to the Accountants for arbitration within thirty (30) days after submitting the matter to the Accountants, which Buyer arbitration shall be final and binding on both Parent and the Effective Time Holders. The Accountants shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders’ Agent, and not by independent review, only those amounts still in dispute. Parent and the Shareholders’ Agent agree to execute, if requested by the Accountants, a reasonable engagement letter and any other reasonable documentation required by the Accountants. The fees and expenses of the Accountants shall be borne by the Effective Time Holders (to be paid by the Shareholders’ Agent, and the Shareholders’ Agent shall be entitled to recover such fees and expenses from the Shareholders’ Agent Reserve Amount or, to the extent the Shareholders’ Agent Reserve Amount is required to achieve insufficient, by offset against the Milestonesnext Milestone Payment or the PRV Payment, whichever is first), except Parent shall pay the fees and expenses of the Accountants if it is finally determined the Net Sales were underreported for such immediately preceding calendar year by more than four percent (4%).