Common use of Reports and Accounting Clause in Contracts

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signed; or (ii)a First Commercial Sale made within thirty (30) days of the particular event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a Sublicense, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company and Affiliates, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account: 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and Royalties, both due and paid (the “Annual Reports”).The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; (ii) First Commercial Sale made; or (ii)a First Commercial Sale made iii) Milestone achieved; within thirty (30) 30 days of the particular event. 8.2. One (1) month Within 60 days after the end of each calendar quarter commencing from the earlier earliest of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration; or (iii) the occurrence of a Milestone, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial an executive officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Royalties, Sublicense Fees and, if relevant, any payments on account of the achievement of Milestone due to Yissum in respect of that period. Once the events set forth in Subsection (i), (ii) or (iiiii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Royalties, Sublicense Fees or payments on account of the achievement of Milestone are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the The Company shall pay the Royalties or Sublicense Fees amounts due to Yissum for the reported periodperiod within 60 days of the presentation of the Periodic Report against an invoice issued by Yissum for such amounts. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור)withholding, for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxestaxes where permitted by applicable law. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 1 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: PXXXXXXX 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized certified as being correct by a certified public accountantan executive officer of the Company, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in Sales the account receivable of which was subsequently written off by the Company's annual audited financial statements; or (ii) provided, if payment of any account for Net Sales which was deducted is subsequently paid, such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum account shall repay any Royalties received on account be deemed a part of Net Sales that were reported as bad debts by the Companyhereunder. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) 30 days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. If the Parties cannot reach a reconciliation, either Party shall have the right to submit any dispute to an independent international accounting firm for final resolution. In the event that any inspection as aforesaid reveals final resolution confirms any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) % of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only The expenses associated with reasonable prior notice to the audited entityengagement of the aforesaid international accounting firm shall be paid by the non-prevailing Party in such dispute. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5% per annum accumulated on a monthly basis.

Reports and Accounting. 8.17.1. The Company shall give Yissum written notice of any Sixty (i) Sublicense Agreement signed; or (ii)a First Commercial Sale made within thirty (3060) days of the particular event. 8.2. One (1) month after the end of each calendar quarter Calendar Quarter commencing from the earlier date of (i) the First Commercial Sale; Sale by the Company or (ii) its Affiliate, the grant of a SublicenseSublicense or the receipt of Sublicense Consideration, generating a right to Royalties or Sublicense Fees under this Agreement, the Company shall furnish Yissum with a quarterly report (“Periodic Quarterly Report”), certified as being correct by the chief financial officer of the Company, ) detailing the total sales and Net Sales effected and/or Sublicense Consideration received during the preceding quarter, Calendar Quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports The Quarterly Report shall be provided to Yissum whether or not Royalties or and/or Sublicense Fees are payable for in a particular calendar quarterCalendar Quarter. 7.2. The Periodic Company shall give Yissum written notice of (a) the First Commercial Sale of any Product by itself or by any Affiliate or by any Sublicensee; and/or (b) the first receipt of Sublicense Consideration within Sixty (60) days thereof. 7.3. The Quarterly Reports shall contain full particulars – country-by-country and Product-by-Product – of all sales made by the Company and/or Affiliates and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates date and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.37.4. On the date prescribed for the submission of each Periodic Quarterly Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum Yissum, if any, for the reported period. 7.5. All payments under this Agreement The value of each sale shall be computed and paid on the date of sale in US dollars, using Dollars based on the appropriate foreign exchange rate reported rates published in the Wall Street Journal on the last working business day of the calendar quarterprior to actual payment. The Royalties shall be computed and paid in US Dollars, Euros or New Israeli Shekels. Payment of value added tax Value Added Tax – or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity Sublicense Fees shall be made without the withholding of any taxespaid in US Dollars, provided that Yissum shall supply such Euros or New Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:Shekels. 8.47.6. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, keep full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international Israeli accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. The Company shall ensure that Sublicensees, if any, also keep such books of account as aforesaid. The CEO or CFO of the Company shall certify in writing that all the particulars mentioned in each Quarterly Report are correct and accurate. Starting from the first calendar year after the First Commercial Salefirst sale generating Royalties, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of at the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Considerations, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if availableReports”). The Company shall, shall and shall require and cause its Affiliates and Sublicensees to, to retain such the foregoing books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.67.7. Yissum shall be entitled to appoint not more than two (2) representatives who must be an independent certified public accountants accountant or such other professionals professional as appropriate the parties may agree from time to time (the “AuditorsRepresentative”) ), and who is subject to reasonably acceptable confidentiality arrangements with the Company and/or its Affiliates, to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, and the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Quarterly Reports, provided that Yissum shall coordinate such inspection with the Company or and/or its Affiliate (as the case may be) in advance. In addition, Yissum may require request that the Company, through the AuditorsRepresentative, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, and the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Quarterly Reports, and the Company shall cause such inspection to be performed. Such Representative shall not disclose to Yissum or any third party any information and documents gained during the course of such inspection, except that the Representative may disclose to Yissum and the Company information gained during the course of such inspection relating to the accuracy of reports and payments delivered under this Agreement. The Parties Company shall take all commercially reasonable steps so that all such books of account, records and other relevant documentation of the Company and/or its Affiliates are available for inspection as aforesaid at a single location. Subject to the terms and conditions hereof, the right of inspection shall include the right of the Representative to make copies of relevant documents. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representative deliver the results of the audit. Any ; any underpayment shall be subject to interest in accordance with the terms of Section 8.7 sub-section 7.8, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its their rights under this Section 8.6 section only once every year per audited entity and only with reasonable prior notice to the audited entityparty. 8.77.8. Any sum of money due to Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR the Prime rate published by the Bank of Israel plus five percent (5%)per annum accumulated 5%) on a monthly an annual basis. 7.9. Should any payment required to be made to Yissum in accordance with the provisions of this Agreement, be subject to withholding under law of any taxes assessable upon Yissum, the Company shall inform Yissum of such withholding requirement in advance allowing sufficient time for Yissum to obtain and provide the Company with an appropriate certificate of exemption, if available. The Company shall fully cooperate with Yissum in its efforts to obtain such exemption (or in obtaining any refund if applicable). No withholding shall be made if a legally acceptable exemption shall be obtained. Except as permitted herein, all payments made shall be free and clear of any other withholding of any kind. Yissum shall have the option to direct the Company to hold the sums due to it that are subject to withholding until the exemption is obtained (and in such an event the Company shall hold the funds in trust for Yissum until the exemption is received and the payment to Yissum is made), all provided that there is no liability or exposure to the Company in so doing; or to direct the Company to pay the sums due after withholding and in such an event the Company shall reasonably cooperate with Yissum, at Yissum’s expense, in its efforts to reclaim the amount that was withheld and paid to the relevant tax authorities.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Milestone achieved, Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) 30 days of the particular such event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial SaleSale by the Company or an Affiliate; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“"Periodic Report”), certified as being correct by the chief financial officer of the Company, ") detailing the total sales and Net Sales effected or Sublicense Consideration received during the preceding quarter, quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection sub-section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. The Company shall pay Yissum each of the Milestone Payments within one (1) month after the end of the calendar quarter in which the applicable Milestone was achieved. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax Value Added Tax – or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account: Name of Bank: Bank Key: Bank's address: Branch: Bank account Number: Swift Code: IBAN: 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees and Milestone Payments to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain the such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net SalesSales or Sublicense Consideration, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties and/or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales and/or Sublicense Fees that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect once annually during normal business hours the Company’s and ’s, its Affiliates’ and Sublicensee's books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Company, Affiliate and Sublicensee (as the case may be) in advance. In addition, Yissum may require that the Company, through the AuditorsRepresentatives, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 section 8.7, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basis5%).

Reports and Accounting. 8.19.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale of each Product on a country by country basis, made within thirty (30) 30 days of the particular each such event. 8.29.2. One Within 45 (1forty-five) month days after the end of each calendar quarter commencing from the earlier of (i) the First Commercial SaleSale by the Company or an Affiliate; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“"Periodic Report”"), certified as being correct by the chief financial officer Chief Financial Officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection sub-section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum whether or not for each particular calendar quarter. If there are no Royalties or Sublicense Fees are payable for a any particular calendar quarter, in place of the Periodic Reports the Company shall deliver to Yissum a signed statement reporting to Yissum that no consideration is due Yissum for the relevant quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the identity of the entity selling the Product, the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of any value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as (detailed above in Section 7, above, section 8) to Yissum shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum . Each party shall supply such Israeli entity, at its request, with a tax certificate indicating an official reasonably assist the other party in claiming exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according deductions or withholdings permitted under any double taxation or similar agreement or treaty from time to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxestime in force. Payments may be made by check or by wire transfer to the following account:as set out in Appendix G. 8.49.3. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. [Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain the such books of account for five three (53) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five three (53) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.69.4. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance, and such inspection shall not occur more frequently than once per calendar year. In addition, Yissum may require require, at its expense, that the Company, through the AuditorsRepresentatives, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, Agreement and the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic ReportsAgreement, and the Company shall cause such inspection to be performed. The Parties parties shall attempt to reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 section 9.5 below. Any overpayment shall be subject to a corresponding credit. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost reimburse Yissum for its reasonable out-of-pocket costs of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.79.5. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5%) per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; or and (ii)a ii) First Commercial Sale made made; within thirty (30) days of the particular event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period, against a valid invoice issued by Yissum. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarterquarter in respect of which the revenues are being reported. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 77 above, above(except income tax, which shall be borne by Yissum), shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its requestto the extent required, with a valid tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. ). For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank's address: 0 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: XXXXXXXX IBAN: XX00-0000-0000-0000-0000-000 (for payment from Europe only) 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, and until twenty four (24) months after the lapse of the term of the License, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five three percent (5%)per 3%) per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. 8.1 The Company shall give Yissum written notice of any (i) Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) days of the particular such event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a Sublicense, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company and Affiliates, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties payable to be calculated accurately8.2 [***]. 8.3. 8.3 On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. quarter Payment of value added tax Value Added Tax — or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. time Payments may be made by check or by wire transfer to the following account:: [***] 8.4. 8.4 The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Considerations, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Annual Reports paid. Said annual reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The This Section 8.4 will mutatis mutandis apply to Yissum in case it will be obligated to pay to the Company shall, any royalties or other payment hereunder. 8.5 Yissum and the Company shall (and the Company shall require and cause its Affiliates and Sublicensees to, ) retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company8.6 [***]. 8.6. 8.7 Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Yissum Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Yissum Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. 8.8 hereof In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. 8.8 Any sum of money due Yissum to either Party which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment [***]. 8.9 Should any payment required to be made to Yissum in accordance with the provisions of this Agreement be subject to withholding of any taxes assessable upon Yissum, the Company shall inform Yissum of such withholding requirement sufficiently in advance of such withholding to allow Yissum to obtain and provide the Company with an appropriate certificate of exemption, if available. The Company shall fully cooperate with Yissum, at the rate Yissum’s expense, in its efforts to obtain such exemption (or in obtaining any refund if applicable). No withholding shall be made if an exemption is obtained All payments made shall be free and clear of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basisany other withholding of any kind.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) 30 days of the particular such event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial SaleSale by the Company or an Affiliate; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“"Periodic Report”), certified as being correct by the chief financial officer of the Company, ") detailing the total sales and Net Sales effected or Sublicense Consideration received during the preceding quarter, quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection sub-section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax Value Added Tax – or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account: Bank Name: Branch Name: Account Number: Swift Code: 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Considerations, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain the such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net SalesSales or Sublicense Considerations, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties and/or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales and/or Sublicense Fees that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect once annually during normal business hours the Company’s and ’s, its Affiliates’ and Sublicensee's books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Company, Affiliate and Sublicensee (as the case may be) in advance. In addition, Yissum may require that the Company, through the AuditorsRepresentatives, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 section 8.7, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basis5%).

Reports and Accounting. 8.1. The Company shall give Yissum the Licensors written notice of any (i) Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) 30 days of the particular such event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial SaleSale by the Company or an Affiliate; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum the Licensors with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, ) detailing the total sales and Net Sales effected or Sublicense Consideration received during the preceding quarter, quarter and the total Royalties and Sublicense Fees due to Yissum the Licensors in respect of that period. Once the events set [***] Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. forth in Subsection sub-section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum the Licensors whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum the Licensors for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax Value Added Tax – or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to Yissum at the following account:: Bank Name: Hapoalim ( 12 ) Branch Name: Zion Square ( 783 ) Account Number: [***] Swift Code: Poalilit Yissum shall be responsible for remitting the appropriate amount of the Company’s payments to BTI in accordance with the agreement between Yissum and BTI. 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, keep full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized signed by a certified public accountantthe chief financial officer of the Company, shall be submitted to Yissum the Licensors within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Considerations, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts in respect of the Products for the following calendar yearyear that have been made public The Licensors will allow the Company a credit against Royalties and/or Sublicense Fees to be paid in the future of any Royalties or [***] Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. Sublicense Fees previously paid on account Net Sales that were recorded as bad debts in the Company’s annual audited financial statements. In the event that such bad debts are recorded by the Company in its annual audited financial statement after the Company’s obligation to pay Royalties and/or Sublicense Fees has ceased, if availablethe Licensors shall repay any Royalties or Sublicense Fees received on account of Net Sales that were reported as bad debts by the Company. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain the such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum The Licensors shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum the Licensors under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum the Licensors shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum the Licensors may require that the Company, through the AuditorsRepresentatives, and at the Licensors’ cost, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum the Licensors under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 section 8.6, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum the Licensors in respect of any year of the Agreement in an amount exceeding five percent (5%) [***] of the amount actually paid by the Company to Yissum the Licensors in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.78.6. Any sum of money due Yissum the Licensors which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the maximum rate of annual LIBOR plus five percent (5%)per annum accumulated interest prevailing in respect of unauthorized [***] Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. withdrawals on a monthly basiscredit line at Bank Leumi Le-Israel Ltd. on the currency of payment. 8.7. Should any payment required to be made to the Licensors in accordance with the provisions of this Agreement be subject to withholding of any taxes assessable upon the Licensors, the Company shall inform the Licensors of such withholding requirement sufficiently in advance of the first payment to be made by the Licensee to the Licensors hereunder, so as to allow the Licensors to obtain and provide the Company with an appropriate certificate of exemption, if available. . No withholding shall be made if an exemption is obtained for as long as it is valid.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; (ii) or (ii)a First Commercial Sale made within thirty (30) days of the particular event.made/ 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 1 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: PXXXXXXX IBAN: IX00-0000-0000-0000-0000-000 (for payment from Europe only) 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's ’s annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's ’s obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5%) per annum accumulated on a monthly basis.

Reports and Accounting. 8.17.1. The Company shall give Yissum BNS written notice of any (i) Milestone achieved, Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) 20 days of the particular such event. 8.27.2. One (1) month Without derogating from the provisions of Section 7.1 above, 20 days after the end of each calendar quarter commencing from the earlier of of: (i) the First Commercial SaleSale by the Company or an Affiliate; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum BNS with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, ) detailing the total sales and Net Sales effected or Sublicense Consideration received during the preceding quarter, quarter and the total Royalties and Sublicense Fees due to Yissum BNS in respect of that period. Once the events set forth in Subsection sub-Section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum BNS whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.37.3. On Within 15 days of the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum BNS for the reported period. The Company shall pay BNS each of the Milestone Payments within 1 month after the end of the calendar quarter in which the applicable Milestone was achieved. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax Value Added Tax — or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum sale of the consideration as detailed in Section 7, above, Products shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account: Name of Bank: Bank Key: Bank’s address: Branch: Bank account Number: Swift Code: IBAN: 8.47.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees and Milestone Payments to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum BNS within ninety (90) 75 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain the such books of account for five (5) 5 years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) 5 years after the end of the calendar year in which such termination becomes effective. 8.57.5. Yissum BNS will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net SalesSales or Sublicense Consideration, as appropriate, that were reported as bad debts in the Company's ’s annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's ’s obligation to pay Royalties and/or Sublicense Fees has ceased, Yissum BNS shall repay any Royalties or Sublicense Fees received on account of Net Sales and/or Sublicense Fees that were reported as bad debts by the Company. 8.67.6. Yissum BNS shall be entitled to appoint not more than two (2) 2 representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect once annually during normal business hours the Company’s and ’s, its Affiliates’ and Sublicensee’s books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum BNS under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum BNS shall coordinate such inspection with the Company or Company, Affiliate and Sublicensee (as the case may be) in advance. In addition, Yissum BNS may require that the Company, through the AuditorsRepresentatives, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum BNS under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) 30 days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 7.7, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum BNS in respect of any year of the Agreement in an amount exceeding five percent (5%) % of the amount actually paid by the Company to Yissum BNS in respect of such year, then the Company shall, in addition, shall pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.77.7. Any sum of money due Yissum BNS which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basis5%.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; (ii) First Commercial Sale made; or (ii)a First Commercial Sale made iii) Milestone achieved; within thirty (30) 30 days of the particular event. 8.2. One (1) month Within 60 days after the end of each calendar quarter commencing from the earlier earliest of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration; or (iii) the occurrence of a Milestone, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial an executive officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Royalties, Sublicense Fees and, if relevant, any payments on account of the achievement of Milestone due to Yissum in respect of that period. Once the events set forth in Subsection (i), (ii) or (iiiii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Royalties, Sublicense Fees or payments on account of the achievement of Milestone are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 8.3. On the date prescribed for the submission of each Periodic Report, the The Company shall pay the Royalties or Sublicense Fees amounts due to Yissum for the reported periodperiod within 60 days of the presentation of the Periodic Report against an invoice issued by Yissum for such amounts. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור)withholding, for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxestaxes where permitted by applicable law. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 0 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: XXXXXXXX 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized certified as being correct by a certified public accountantan executive officer of the Company, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in Sales the account receivable of which was subsequently written off by the Company's annual audited financial statements; or (ii) provided, if payment of any account for Net Sales which was deducted is subsequently paid, such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum account shall repay any Royalties received on account be deemed a part of Net Sales that were reported as bad debts by the Companyhereunder. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) 30 days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. If the Parties cannot reach a reconciliation, either Party shall have the right to submit any dispute to an independent international accounting firm for final resolution. In the event that any inspection as aforesaid reveals final resolution confirms any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) % of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only The expenses associated with reasonable prior notice to the audited entityengagement of the aforesaid international accounting firm shall be paid by the non-prevailing Party in such dispute. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5% per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; (ii) First Commercial Sale made; or (ii)a First Commercial Sale made iii) Milestone achieved; within thirty (30) 30 days of the particular event. 8.2. One (1) month Within 60 days after the end of each calendar quarter commencing from the earlier earliest of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration; or (iii) the occurrence of a Milestone, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial an executive officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Royalties, Sublicense Fees and, if relevant, any payments on account of the achievement of Milestone due to Yissum in respect of that period. Once the events set forth in Subsection (i), (ii) or (iiiii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Royalties, Sublicense Fees or payments on account of the achievement of Milestone are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 8.3. On the date prescribed for the submission of each Periodic Report, the The Company shall pay the Royalties or Sublicense Fees amounts due to Yissum for the reported periodperiod within 60 days of the presentation of the Periodic Report against an invoice issued by Yissum for such amounts. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור)withholding, for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxestaxes where permitted by applicable law. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 1 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: PXXXXXXX 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized certified as being correct by a certified public accountantan executive officer of the Company, shall be submitted to Yissum within ninety (90) 90 days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in Sales the account receivable of which was subsequently written off by the Company's annual audited financial statements; or (ii) provided, if payment of any account for Net Sales which was deducted is subsequently paid, such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum account shall repay any Royalties received on account be deemed a part of Net Sales that were reported as bad debts by the Companyhereunder. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) 30 days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. If the Parties cannot reach a reconciliation, either Party shall have the right to submit any dispute to an independent international accounting firm for final resolution. In the event that any inspection as aforesaid reveals final resolution confirms any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) % of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only The expenses associated with reasonable prior notice to the audited entityengagement of the aforesaid international accounting firm shall be paid by the non-prevailing Party in such dispute. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5% per annum accumulated on a monthly basis. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; or and (ii)a ii) First Commercial Sale made made; within thirty (30) days of the particular event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period, against a valid invoice issued by Yissum. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarterquarter in respect of which the revenues are being reported. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 77 above, above(except income tax, which shall be borne by Yissum), shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its requestto the extent required, with a valid tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. ). For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 0 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: XXXXXXXX IBAN: XX00-0000-0000-0000-0000-000 (for payment from Europe only) 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, and until twenty four (24) months after the lapse of the term of the License, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's ’s annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's ’s obligation to pay Royalties or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five three percent (5%)per 3%) per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. The A. Company shall give Yissum provide written notice of any (i) Sublicense Agreement signed; or (ii)a First Commercial Sale made annual reports within thirty (30) [ * ] days of the particular event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a Sublicense, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company and Affiliates, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account: 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and Royalties, both due and paid (the “Annual Reports”).The Annual Reports shall also include the Company's sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of beginning with the calendar year ending December 31, 2005, which shall include, but not be limited to: reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing, and sales during the prior year. B. Company shall provide written quarterly royalty reports within [ * ] days after each calendar quarter, which shall include the number and aggregate amount of sales for each country in which such termination becomes effectivesales occurred during the preceding three (3) months, except that with respect to sales of Licensed Product by Roche or Roche Affiliates, in lieu of the foregoing requirement, Company shall be required to send University the applicable portions of the royalty report provided by Roche pursuant to the Roche Agreement within ten (10) days after Company’s receipt thereof. Quarterly sales shall also be aggregated by selling entity (i.e., Company, Affiliates, and sublicensees). Company’s quarterly royalty report shall also include its marketing plans for the coming quarter. If progress differs from that anticipated in the plan provided under Appendix B, Company shall explain the reasons for the difference and provide a modified plan for University’s review. Company shall also provide any reasonable additional data University reasonably requires to evaluate Company’s performance. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 8.5C. In order to minimize Company time spent on royalty reports, a brief one-page royalty report form is provided in Appendix C that will satisfy the University’s reporting requirements. Yissum will either (i) allow With each royalty report, Company shall pay the Company a credit against future Royalties to be paid for Royalties previously paid on account amount of Net Sales, as appropriate, that were reported as bad debts in the Company's annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.6royalty due. Yissum Such report shall be entitled certified as correct by an officer of Company and shall include the aggregate deductions from royalties as specified herein. If no royalties are due to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary University for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreementany reporting period, the calculation written report shall so state. With respect to sales of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic ReportsLicensed Product by Roche or Roche Affiliates, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicenseesshall, to the extent relevant applicable to University or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, provide University with a copy of the calculation royalty report provided to Company by Roche. D. Any payments to University shall be made payable to Oregon State University and be tendered to the Director of amounts Technology Transfer, Oregon State University for distribution in keeping with State Board of Higher Education policies. E. All payments due hereunder shall be payable in United States dollars. Conversion of foreign currency to Yissum under this Agreement and of all financial information provided US dollars shall be made at the conversion rate existing in the Periodic ReportsUnited States (as reported in the New York Times or, and if not in the Company New York Times, then in the Wall Street Journal) on the last working day of each royalty period, except that with respect to sales of Licensed Product by Roche or Roche Affiliates, conversion of foreign currency to US dollars shall cause such inspection to be performedmade using the Roche central Swiss Francs Sales Statistics for the countries concerned. The Parties amount of such sales by Roche or Roche Affiliates in currencies other than US dollars may be (i) first calculated in Swiss Francs and (ii) then converted into US dollars using the year-to-date average rate of exchange for such currencies as retrieved from Reuters’ system for the applicable period, in accordance with Roche’s then-current standard practices for its financial reporting purposes. All payments shall reconcile any underpayment be without deduction of exchange, collection or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment other charges associated with currency conversion. F. Late payments shall be subject to an interest in accordance with charge of [ * ] per month, or the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment maximum rate allowed by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such yearlaw, then the Company shallwhichever is less, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest payable from the due date of the royalty or other payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per annum accumulated on a monthly basisis due.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signed; Consideration received or (ii)a First Commercial Sale made within thirty (30) days of the particular such event. 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection sub-section (i) or (ii) ), above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in the Wall Street Journal on the last working day of the calendar quarter. Payment of value added tax – or of any other analogous foreign tax, charge or levy (if charged), applicable to the payment to Yissum of the consideration as detailed in Section 7, above, 7 above shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding Withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, taxes will apply in accordance with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקור), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:: Bank Name: Hapoalim (12) Branch Name: Zion Square (783) Account Number: 142-155557 Swift Code: Poalilit 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and make its best efforts to cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties or Sublicense Fees to be paid for Royalties or Sublicense Fees previously paid on account of Net SalesSales or Sublicense Considerations, as appropriate, that were reported as bad debts in the Company's ’s annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's ’s obligation to pay Royalties and/or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales and/or Sublicense Fees that were reported as bad debts by the Company. 8.6. Yissum shall be entitled (at its sole expense) to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “AuditorsRepresentatives”) to inspect during normal business hours the Company’s and its Affiliates’ and Sublicensee’s books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company Company, Affiliate or Affiliate Sublicensee (as the case may be) in advanceadvance and limit such audits to no more than two (2) each calendar year. In addition, Yissum may require that the Company, through the AuditorsRepresentatives, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors Representatives deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 8.7, below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five four percent (5%)per 4%) per annum accumulated on a monthly basis.

Reports and Accounting. 8.1. The Company shall give Yissum written notice of any (i) Sublicense Agreement signedConsideration received; (ii) or (ii)a First Commercial Sale made within thirty (30) days of the particular event.made/ 8.2. One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the grant of a SublicenseSublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties or and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company Company, Affiliates or Sublicensees and Affiliatesof all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately. 8.3. On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties or and Sublicense Fees due to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported in by the Wall Street Journal Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7, 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (פטור מניכוי מס במקורii -npn on ‘Din), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:: Name of Bank: Hapoalim Bank Key: 12 Bank’s address: 1 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Branch: Jerusalem Business Branch - 436 Bank account Number: 12-436-142-155001 Swift Code: PXXXXXXX IBAN: IX00-0000-0000-0000-0000-000 (for payment from Europe only) 8.4. The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and RoyaltiesSublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).The Reports”). The Annual Reports shall also include the Company's ’s sales and royalty non-binding forecasts for the following calendar year, if available. The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective. 8.5. Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales, as appropriate, that were reported as bad debts in the Company's ’s annual audited financial statements; or (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company's ’s obligation to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company. 8.6. Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole nsole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only once every year per audited entity and only with reasonable prior notice to the audited entity. 8.7. Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus five percent (5%)per 5%) per annum accumulated on a monthly basis.