Common use of Reports and Accounting Clause in Contracts

Reports and Accounting. 9.1 During, the term of this Agreement and for 5 years after its termination, Company will keep, and require each Affiliate and Sublicensee to keep, complete, true, and accurate records containing all the particulars that may be necessary to enable consideration payable to UM to be determined, and permit said records to be inspected at any time during regular business hours, upon reasonable notice, by an independent auditor appointed by UM for this purpose and reasonably acceptable to Company. The auditor will report to UM only the amount of consideration payable under this Agreement. This audit will be at UM's expense unless the audit shows an underpayment in amounts due to UM in relation to amounts paid to UM by 5% or more for any 3 month royalty period in the periods subject to audit, in which case the audit expense will be bome by Company. 9.2 Within 20 calendar days after each March 31, June 30, September 30 and December 31, Company will deliver to UM a true and accurate report, giving particulars of the business conducted by Company, its Affiliates and its Sublicensees, if any, in the preceding 3 month period that are pertinent to any accounting for royalty or other payments under this Agreement. These reports will include at least the following information for the 3 month reporting period: (a) number of Licensed Products manufactured and sold by Company and by each Affiliate and each Sublicensee; (b) total xxxxxxxx for Licensed Products sold by Company and by each Affiliate and by each Sublicensee; (c) total xxxxxxxx for Combination Products sold by each Affiliate and each Sublicensee. (d) accounting for all Licensed Products used or sold; (e) deductions as provided in Section 1.11; and (f) names and addresses of all Affiliates and Sublicensees of Company. For items (a), (b), (c>, and (dj above, Company will specify the Patent Right or Rights that cover each Licensed Product manufactured, sold, or used. 9.3 Within 30 days after each March 31, June 30, September 30, and December 31, Company must pay to UM the royalties due and payable under this Agreement for the calendar quarter covered by the report required by Section 9.02. If no royalties are due, Company will so report.

Reports and Accounting. 9.1 During, 9.01 During the term of this Agreement and for 5 years after its termination, Company will undergo annual audit by an independent public auditor. Company will keep, and require will request each Affiliate and Sublicensee to keep, completefor at least four years after the close of each fiscal year of the organization in question, true, and accurate business records containing all the particulars that may be necessary to enable consideration royalties payable to UM to be determined. Furthermore, and the Company will permit said Company records to be inspected at any time during regular business hours, upon reasonable notice, by an independent auditor appointed by UM for this purpose and reasonably acceptable to Company. The auditor Company who will report to UM only and Alba the amount of consideration royalty or other compensation payable under this AgreementAgreement and the information used to calculate such royalty or compensation. This audit will be at UM's ’s expense unless the audit shows an underpayment in amounts due to UM in relation to amounts paid to UM by 5[***]% or more for any 3 month royalty annual period (as defined in the periods Section 9.02) subject to audit, in which case the audit expense will be bome borne by Company. 9.2 9.02 Within 20 calendar 90 days after each March 31, June 30, September 30 and December 31, Company will deliver to UM a true and accurate report, giving particulars of the business conducted by Company, its Affiliates and its Sublicensees, if any, in the preceding 3 month period year that are pertinent to any accounting for royalty royalties, fees, or other payments under this Agreement. These reports will be certified as correct by an authorized officer of Company and will include at least the following information for the 3 month reporting period: (a) number of Licensed Products manufactured and sold by Company and by each Affiliate and each Sublicensee; (b) total xxxxxxxx bxxxxxxx for Licensed Products sold by Company and by each Affiliate and by each Sublicensee; (c) total xxxxxxxx for Combination Products sold by each Affiliate and each Sublicensee. (d) accounting for all Licensed Products used or sold; (ed) deductions as provided in Section 1.11; and2.16; (fe) names and addresses of all Affiliates and Sublicensees of Company; [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. For items (a), (b), (c>, and (dj above, Company will specify Omitted portions have been filed separately with the Patent Right or Rights that cover each Licensed Product manufactured, sold, or usedCommission. 9.3 Within 30 days after (f) facts indicating Company’s diligence in accordance with Article 4. 9.03 With each March 31, June 30, September 30, and December 31report submitted in accordance with Section 9.02, Company must pay to UM the royalties royalties, fees, or other payments due and payable under this Agreement for the calendar quarter annual period covered by the report required by Section 9.02report. If no royalties royalties, fees or other payments are duedue with the report, Company will so report. 9.04 UM is a unit of the government of the State of Maryland. Where Company, an Affiliate or a Sublicensee is required to report and withhold for taxation revenues paid to UM as licensor, Company, the Affiliate or the Sublicensee will assert that UM is exempt from the tax by virtue of its governmental status. If the Company, Affiliate, or Sublicensee nevertheless is required to withhold tax, any tax required to be withheld will be paid promptly by Company or its Affiliates and its Sublicensees for and on behalf of UM to the appropriate governmental authority, and Company will furnish UM with proof of payment of the tax together with official or other appropriate evidence issued by the competent governmental authority sufficient to enable UM to support a claim for tax credit or refund with respect to any sum so withheld. Any tax required to be withheld on payments by Company to UM will be an expense of and be borne solely by UM, and Company’s royalty payment(s) to UM following the withholding of the tax will be decreased by the amount of such tax withholding. Company will cooperate with UM in the event UM elects to seek, at its own expense, administrative or judicial determination of tax exemption. 9.05 During the implementation of the Business Plan described in Section 4.01, and if requested by UM, and subject to Company’s right to fully preserve confidentiality of attorney work product and all material which is subject to attorney client privilege, Company will allow UM to inspect, at any time during regular business hours and upon reasonable notice, all Company correspondence to and from any pertinent U.S. regulatory agency and any foreign equivalent. 9.06 Company will report to UM the following dates within 60 days after occurrence: [***].

Reports and Accounting. 9.1 During, 9.01 During the term of this Agreement and for 5 years after its termination, Company will undergo annual audit by an independent public auditor. Company will keep, and require will request each Affiliate and Sublicensee to keep, completefor at least four years after the close of each fiscal year of the organization in question, true, and accurate business records containing all the particulars that may be necessary to enable consideration royalties payable to UM to be determined. Furthermore, and the Company will permit said Company records to be inspected at any time during regular business hours, upon reasonable notice, by an independent auditor appointed by UM for this purpose and reasonably acceptable to Company. The auditor Company who will report to UM only and Alba the amount of consideration royalty or other compensation payable under this AgreementAgreement and the information used to calculate such royalty or compensation. This audit will be at UM's ’s expense unless the audit shows an underpayment in amounts due to UM in relation to amounts paid to UM by 5[***]% or more for any 3 month royalty annual period (as defined in the periods Section 9.02) subject to audit, in which case the audit expense will be bome borne by Company. 9.2 9.02 Within 20 calendar 90 days after each March 31, June 30, September 30 and December 31, Company will deliver to UM a true and accurate report, giving particulars of the business conducted by Company, its Affiliates and its Sublicensees, if any, in the preceding 3 month period year that are pertinent to any accounting for royalty royalties, fees, or other payments under this Agreement. These reports will be certified as correct by an authorized officer of Company and will include at least the following information for the 3 month reporting period: (a) number of Licensed Products manufactured and sold by Company and by each Affiliate and each Sublicensee; (b) total xxxxxxxx bxxxxxxx for Licensed Products sold by Company and by each Affiliate and by each Sublicensee; (c) total xxxxxxxx for Combination Products sold by each Affiliate and each Sublicensee. (d) accounting for all Licensed Products used or sold; (ed) deductions as provided in Section 1.11; and2.16; (fe) names and addresses of all Affiliates and Sublicensees of Company. For items ; (a), (b), (c>, and (dj above, Company will specify the Patent Right or Rights that cover each Licensed Product manufactured, sold, or usedf) facts indicating Company’s diligence in accordance with Article 4. 9.3 Within 30 days after 9.03 With each March 31, June 30, September 30, and December 31report submitted in accordance with Section 9.02, Company must pay to UM the royalties royalties, fees, or other payments due and payable under this Agreement for the calendar quarter annual period covered by the report required by Section 9.02report. If no royalties royalties, fees or other payments are duedue with the report, Company will so report. 9.04 UM is a unit of the government of the State of Maryland. Where Company, an Affiliate or a Sublicensee is required to report and withhold for taxation revenues paid to UM as licensor, Company, the Affiliate or the Sublicensee will assert that UM is exempt from the tax by virtue of its governmental status. If the Company, Affiliate, or Sublicensee nevertheless is required to withhold tax, any tax required to be withheld will be paid promptly by Company or its Affiliates and its Sublicensees for and on behalf of UM to the appropriate governmental authority, and Company will furnish UM with proof of payment of the tax together with official or other appropriate evidence issued by the competent governmental authority sufficient to enable UM to support a claim for tax credit or refund with respect to any sum so withheld. Any tax required to be withheld on payments by Company to UM will be an expense of and be borne solely by UM, and Company’s royalty payment(s) to UM following the withholding of the tax will be decreased by the amount of such tax withholding. Company will cooperate with UM in the event UM elects to seek, at its own expense, administrative or judicial determination of tax exemption. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 9.05 During the implementation of the Business Plan described in Section 4.01, and if requested by UM, and subject to Company’s right to fully preserve confidentiality of attorney work product and all material which is subject to attorney client privilege, Company will allow UM to inspect, at any time during regular business hours and upon reasonable notice, all Company correspondence to and from any pertinent U.S. regulatory agency and any foreign equivalent. 9.06 Company will report to UM the following dates within 60 days after occurrence: [***].

Reports and Accounting. 9.1 During, During the term of this Agreement and for 5 years after its termination, Company will keep, and require each Affiliate and Sublicensee to keep, complete, true, and accurate records containing all the particulars that may be necessary to enable consideration payable to UM to be determined, and permit said records to be inspected at any time during regular business hours, upon reasonable notice, by an independent auditor appointed by UM for this purpose and reasonably acceptable to Company. The auditor will report to UM only the amount of consideration payable under this Agreement. This audit will be at UM's expense unless the audit shows an underpayment in amounts due to UM in relation to amounts paid to UM by 5% or more for any 3 month royalty period in the periods subject to audit, in which case the audit expense will be bome borne by Company. 9.2 Within 20 calendar days after each March 31, June 30, September 30 and December 31, Company will deliver to UM a true and accurate report, giving particulars of the business conducted by Company, its Affiliates and its Sublicensees, if any, in the preceding 3 month period that are pertinent to any accounting for royalty or other payments under this Agreement. These reports will include at least the following information for the 3 month reporting period: (a) number of Licensed Products manufactured and sold by Company and by each Affiliate and each Sublicensee; (b) total xxxxxxxx for Licensed Products sold by Company and by each Affiliate and by "each Sublicensee; (c) total xxxxxxxx for Combination Products sold by hy each Affiliate and each Sublicensee. (d) accounting for all Licensed Products used or sold; (e) deductions as provided in Section 1.11; and (f) names and addresses of all Affiliates and Sublicensees of Company. For items (a), (b), (c>), and (dj d) above, Company will specify the Patent Right or Rights that cover each Licensed Product manufactured, sold, or used. 9.3 Within 30 days after each March 31, June 30, September 30, and December 31, Company must pay to UM the royalties due and payable under this Agreement for the calendar quarter covered by the report required by Section 9.02. If no royalties are due, Company will so report. 9.4 Company will forward to UM a copy of each report received by Company from an Affiliate or Sublicensee promptly after Company's receipt of such report. In no event will Affiliate or Sublicensee reports be due to Company less often than quarterly. 9.5 Any tax required to be withheld under the laws of any country on royalties payable to UM by Company or its Sublicensees under this Agreement will be promptly paid by Company or its Affiliates and its Sublicensees for and on behalf of UM to the appropriate governmental authority, and Company will furnish UM with proof of payment of the tax together with official or other appropriate evidence issued by the competent governmental authority sufficient to enable UM to support a claim for tax credit with respect to any sum so withheld. Any tax required to be withheld on payments by Company to UM will be an expense of and be borne solely by UM, and Company's royalty payment(s) to UM following the withholding of the tax will be decreased by the amount of such tax withholding. Company will cooperate with UM in the event UM elects to assert, at its own expense, exemption from any tax. 9.6 Company will report to UM the date of First Commercial Sale by Company and each Affiliate and Sublicensee within 20 calendar days of the First Commercial Sale.

Reports and Accounting. 9.1 During, 9.01 During the term of this Agreement and for 5 years after its termination, Company will keep, and require each Affiliate and Sublicensee to keep, complete, true, and accurate records containing all the particulars that may be necessary to enable consideration royalties payable to UM to be determined, and permit said these records to be inspected at any time during regular business hours, upon reasonable notice, by an independent auditor appointed by UM for this purpose and reasonably acceptable to Company. The auditor Company who will report to UM only the amount of consideration royalty payable under this Agreement. This audit will be at UM's expense unless the audit shows an underpayment in amounts due to UM in relation to amounts paid to UM by 5% or more for any 3 month royalty semi-annual period (as defined in the periods Section 9.02) subject to audit, in which case the audit expense will be bome borne by Company. 9.2 9.02 Within 20 calendar 60 days after each March 31, June 30, September 30 and December 31, Company will deliver to UM a true and accurate report, giving particulars of the business conducted by Company, its Affiliates and its Sublicensees, if any, in the preceding 3 month semi-annual period that are pertinent to any accounting for royalty royalties, fees, or other payments under this Agreement. These reports will be certified as correct by an authorized officer of Company and will include at least the following information for the 3 month reporting semi-annual period: (a) number of Licensed Products manufactured and sold by Company and by each Affiliate and each Sublicensee; ; (b) total xxxxxxxx billings for Licensed Products sold by Company and by each Affiliate and Affixxxxx xxd by each Sublicensee; ; (c) total xxxxxxxx for Combination Products sold by each Affiliate and each Sublicensee. (d) accounting for all Licensed Products used or sold; ; (ed) deductions as provided in Section 1.112.11; and and (fe) names and addresses of all Affiliates and Sublicensees of Company. For items (a), (b), (c>, and (dj above, Company will specify the Patent Right or Rights that cover each Licensed Product manufactured, sold, or used. 9.3 Within 30 days after 9.03 With each March 31, June 30, September 30, and December 31report submitted in accordance with Section 9.02, Company must pay to UM the royalties royalties, fees, or other payments due and payable under this Agreement for the calendar quarter semi-annual period covered by the report required by Section 9.02report. If no royalties royalties, fees or other payments are due, Company will so report. 9.04 UM is a unit of the government of the State of Maryland. Where Company, an Affiliate or a Sublicensee is required to report and withhold for taxation revenues paid to UM as licensor, Company, the Affiliate or the Sublicensee will assert that UM is exempt from the tax by virtue of its governmental status. If the Company, Affiliate, or Sublicensee nevertheless is required to withhold tax, any tax required to be withheld will be paid promptly by Company or its Affiliates and its Sublicensees for and on behalf of UM to the appropriate governmental authority, and Company will furnish UM with proof of payment of the tax together with official or other appropriate evidence issued by the competent governmental authority sufficient to enable UM to support a claim for tax credit or refund with respect to any sum so withheld. Any tax required to be withheld on payments by Company to UM will be an expense of and be borne solely by UM, and Company's royalty payment(s) to UM following the withholding of the tax will be decreased by the amount of such tax withholding. Company will cooperate with UM in the event UM elects to seek, at its own expense, administrative or judicial determination of tax exemption. 9.05 During the implementation of the R&D Plan and Business Plan described in Section 4.01, and if requested by UM, Company will allow UM to inspect, at any time during regular business hours and upon reasonable notice, all Company correspondence to and from any pertinent U.S. regulatory agency and any foreign equivalent. 9.06 Company will report to UM within 30 days after occurrence, each of the following: (a) submission of Investigational Device Exemption; (b) submission of Pre-Market Approval Application; (c) approval of Pre-Market Approval Application; and (d) First Commercial Sale.