Common use of Reports and Payments Clause in Contracts

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY CEREBROTEC shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. books of account accounts shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY CEREBROTEC shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYCEREBROTEC, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx billings for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities Xxxxxxxxes of each PRODUCT used by COMPANY CEREBROTEC and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANYCEREBROTEC; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY VIACELL shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times times, for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times after reasonable written notice by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. If the results of such audit demonstrate under-reporting of greater than five percent (5%) VIACELL shall pay the costs of the audit. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph Paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY VIACELL shall deliver to GENERAL a full and accurate accounting to include at least the following information:: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYVIACELL, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx billings for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each Quantitixx xx xxch PRODUCT used by COMPANY VIACELL and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANYVIACELL; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY VIACELL shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times times, for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times after reasonable written notice by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. If the results of such audit demonstrate under-reporting of greater than five percent (5%) VIACELL shall pay the costs of the audit. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph Paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY VIACELL shall deliver to GENERAL a full and accurate accounting to include at least the following information:: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYVIACELL, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx billings for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each Quantitiex xx xxxh PRODUCT used by COMPANY VIACELL and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANYVIACELL; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY PALOMAR shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times and on reasonable notice by GENERAL or its designee at GENERAL's ’s expense for the purpose of verifying royalty statements or compliance with this Agreement. Such inspections shall be conducted no more than twice during any twelve (12) month period. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY PALOMAR shall deliver to GENERAL a full and accurate accounting to include at least the following informationinformation to the extent necessary to determine royalties: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYPALOMAR, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY PALOMAR and its AFFILIATES or SUBLICENSEES; (d) Revenues from SERVICES paid to PALOMAR and its AFFILIATES OR SUBLICENSEES; (e) Names and addresses of all SUBLICENSEES of COMPANYPALOMAR; and (ef) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY shall provide written progress reports to GENERAL as to each new IND application, clinical trial phase entry, or NDA application within six (6) months after the occurrence thereof, and the date of FIRST COMMERCIAL SALE within thirty (30) days of occurrence of such sale in each country. Otherwise, at intervals no longer than every six (6) months, COMPANY shall report in writing to GENERAL on progress made toward the objectives set forth in Article 3 with respect to this Agreement. 6.2 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep keep, full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable with respect to GENERALPRODUCTS. Such books of account shall be kept at their principal place of business and, with all necessary supporting data data, shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's ’s expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 6.3 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 Paragraph 6.4 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 6.4 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (ai) Quantity quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or and SUBLICENSEES; (bii) Total total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (ciii) Quantities quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (div) Names total fees or prepayments of royalties received by COMPANY or its AFFILIATES from DISTRIBUTORS; (v) names and addresses of all SUBLICENSEES of COMPANYSUBLICENSEES; and (evi) Total total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY CEREBROTEC shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. books of account accounts shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY CEREBROTEC shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYCEREBROTEC, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx billings for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities Xxxxxxxies of each PRODUCT used by COMPANY CEREBROTEC and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANYCEREBROTEC; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 6.1. COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's ’s expense for the purpose of verifying royalty statements or compliance with this Agreement. In the event that any audit performed under this paragraph 6.1 reveals an underpayment in excess of ten percent (10%) of the total amount determined by the auditor to be due GENERAL, COMPANY shall bear the full cost of such audit and shall remit any amounts due to GENERAL within ninety (90) days of receiving notice thereof from GENERAL. 6.2 6.2. In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 6.3. With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES;. (b) Total xxxxxxxx GROSS SALES PRICE billed and NET SALES PRICE received by COMPANY or any of its AFFILIATES or SUBLICENSEES (“SELLERS”) for the sale of each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 5.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERALPAC. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL PAC or its designee at GENERAL's PAC’s expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 5.2 In each year the amount of royalty due shall be calculated semiannually annually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually annually within the sixty ninety (6090) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 5.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 5.3 With each semiannual annual payment, COMPANY shall deliver to GENERAL PAC a full and accurate accounting to include at least the following information: (a) Quantity of each LICENSED PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or and SUBLICENSEES; (b) Total xxxxxxxx bxxxxxxx for each LICENSED PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each LICENSED PRODUCT used by COMPANY and its AFFILIATES or and SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERALPAC.

Reports and Payments. 6.1 COMPANY LICENSEE shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its a designee of GENERAL reasonably acceptable to LICENSEE, upon five days written notice, at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty ninety (6090) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate average of the daily rates of exchange thereafter published in the Wall Street Journal for the business day closest to the end of within the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY LICENSEE shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYLICENSEE, and its AFFILIATES or SUBLICENSEES; ; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); ; (c) Quantities of each PRODUCT used by COMPANY LICENSEE and its AFFILIATES or SUBLICENSEES; (d) Names ; * Confidential information omitted and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERALfiled separately with the Commission.

Reports and Payments. 6.1 COMPANY 3.1 Company shall keep, and shall cause each of its AFFILIATES Affiliates and SUBLICENSEESSublicensees, if any, to keep full and accurate books of accounts on both the cash and accrual basis, containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERALEmployee. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times upon reasonable prior notice by GENERAL Employee or its designee at GENERALEmployee's expense for the purpose of verifying royalty statements or compliance with this Agreement.Exhibit D. 6.2 3.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD Accounting Period and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the The Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIODAccounting Period. 6.3 3.3 With each semiannual payment, COMPANY Company shall deliver to GENERAL Employee a full and accurate accounting to include at least the following informationinformation and such other reasonable additional information relevant to the calculation of royalty payments as may be requested by Employee from time to time: (a) Quantity of each PRODUCT Product sold or leased (by country) by COMPANYCompany, and its AFFILIATES Affiliates or SUBLICENSEESSublicensees; (b) Total xxxxxxxx for each PRODUCT Product (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES Sublicensees of COMPANYCompany; and (ed) Total royalties payable to GENERALEmployee.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties amounts payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open no more than twice a year for inspection at reasonable times by GENERAL or its designee at GENERAL's ’s expense for the purpose of verifying royalty financial statements or compliance with this Agreement. GENERAL agrees to execute a confidentiality agreement with COMPANY with respect to the information disclosed therein. 6.2 In each year for the amount seven years following the closing of royalty an initial financing by COMPANY raising at least one million dollars in net proceeds, the payment due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (All research contract payments for the six month period, separately reported by country) by COMPANY, and its AFFILIATES or SUBLICENSEEScorporate sponsor; (b) Total xxxxxxxx for each PRODUCT (Milestone payments awarded during the six month period, separately reported by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY);corporate sponsor; and (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to payments due GENERAL.

Reports and Payments. 6.1 COMPANY AGA shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) [**] years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its designee at GENERAL's ’S expense for the purpose of verifying royalty statements or compliance with this Agreementherewith. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) [**] days next following such date, every such payment to be supported by the accounting prescribed in paragraph Article 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY AGA shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYAGA, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY AGA and its AFFILIATES or SUBLICENSEES; (d) Quantities of APPARATUS PRODUCT provided to its customers without charge. (e) Names and addresses of all SUBLICENSEES of COMPANY; andAGA; (ef) Total royalties payable to GENERAL; and (g) Additional information requested by GENERAL as described in this subparagraph (g). With respect to each PRODUCT, both parties shall meet prior to the FIRST COMMERCIAL SALE, in order to discuss how GENERAL would like AGA ‘s sales of such PRODUCT to be broken down or classified. Additional meetings shall be held as requested thereafter by either party if circumstances change significantly, if new PRODUCTS are introduced or new PATENT RIGHTS are added to this Agreement, or if additional therapeutic indications or diagnostic or other uses for a given PRODUCT are recognized or publicized. In the case of PHARMACEUTICAL PRODUCTS and COMBINATION PRODUCTS, unless otherwise requested by GENERAL, such breakdown shall be by therapeutic indications specified by GENERAL in consultation with AGA. AGA shall use reasonable efforts to ascertain precisely for which specified therapeutic indication(s) or other breakdown specified by GENERAL (collectively, “specified uses”) each purchase of a PHARMACEUTICAL PRODUCT or COMBINATION PRODUCT was made. In the event AGA is unable, with reasonable efforts, to ascertain precisely for which specified use(s) certain purchases of a PHARMACEUTICAL PRODUCT or COMBINATION PRODUCT were made, the parties agree to proceed as follows. In each semi-annual accounting provided to GENERAL, with respect to such PHARMACEUTICAL PRODUCTS or COMBINATION PRODUCTS only, AGA shall include its best estimate of the quantities and xxxxxxxx attributable to each use specified by GENERAL, or to any combination of such uses. Such accounting shall also include estimates of sales of such PHARMACEUTICAL PRODUCTS and COMBINATION PRODUCTS in two residual categories: (i) sales which in AGA ‘s reasonable judgment are attributable to some uses claimed in PATENT RIGHTS but are not attributable to any of the uses specified by GENERAL, in which case AGA shall identify such other uses to the best of its knowledge and shall estimate the quantities and xxxxxxxx attributable to each, and (ii) sales which AGA reasonably believes were not covered by any PATENT RIGHT. AGA shall also provide a thorough written explanation of the methodology utilized in preparing the estimates, including a summary of the data on which it is based, and shall reasonably consider such suggestions as GENERAL may offer from time to time to improve the methodology for providing the estimates. AGA makes no representation as to the accuracy of the estimates or their usefulness for any purpose, except that AGA represents and warrants that it shall use reasonable efforts as set forth above and that the estimates shall accurately reflect the information and analyses available to AGA at the time they are prepared. At the request of GENERAL, AGA shall also provide GENERAL and any individual inventor of a PATENT RIGHT hereunder identified by GENERAL with access to the supporting data, including any independent surveys, used in preparing the estimates, provided that such data shall be treated as CONFIDENTIAL INFORMATION under the terms of the confidentiality agreement attached hereto as Appendix C and provided further that prior to giving access to such data to any such individual inventor, AGA shall have received a copy of a confidentiality agreement in substantially the form shown in Appendix C which has been executed by such individual inventor. GENERAL releases AGA from any and all liability and responsibility for any use it may make of the information contained in the estimates or supporting data provided by AGA hereunder, subject only to AGA ‘s limited representation and warranty stated above.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts on both the cash and accrual basis, containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times upon reasonable prior notice by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following informationinformation and such other reasonable additional information relevant to the calculation of royalty payments as may be requested by GENERAL from time to time: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (ed) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. [* * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of at all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT(subdivided into (i) NEUROSTEROID PRODUCT and (ii) PRODUCT other than NEUROSTEROID PRODUCT) sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx for each PRODUCT (by subdivided into (i) NEUROSTEROID PRODUCT and (ii) PRODUCT other than NEUROSTEROID PRODUCT)(by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT (subdivided into (i) NEUROSTEROID PRODUCT and (ii) PRODUCT other than NEUROSTEROID PRODUCT) used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY PALOMAR shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times and on reasonable notice by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. Such inspections shall be conducted no more than twice during any twelve (12) month period. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY PALOMAR shall deliver to GENERAL a full and accurate accounting to include at least the following informationinformation to the extent necessary to determine royalties: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYPALOMAR, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx billings for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY PALOMAR and its AFFILIATES or SUBLICENSEES; (d) Revenues from SERVICES paid to PALOMAR and its AFFILIATES OR SUBLICENSEES; (e) Names and addresses of all SUBLICENSEES of COMPANYPALOMAR; and (ef) Total royalties payable to GENERAL.

Reports and Payments. 6.1 COMPANY PALOMAR shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, pertain be open for inspection at reasonable times and on reasonable notice by GENERAL or its designee at GENERAL's ’s expense for the purpose of verifying royalty statements or compliance with this Agreement. Such inspections shall be conducted no more than twice during any twelve (12) month period. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY PALOMAR shall deliver to GENERAL a full and accurate accounting to include at least the following informationinformation to the extent necessary to determine royalties: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANYPALOMAR, and its AFFILIATES or SUBLICENSEES; (b) Total xxxxxxxx bxxxxxxx for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total xxxxxxxx in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY PALOMAR and its AFFILIATES or SUBLICENSEES; (d) Revenues from SERVICES paid to PALOMAR and its AFFILIATES OR SUBLICENSEES; (e) Names and addresses of all SUBLICENSEES of COMPANYPALOMAR; and (ef) Total royalties payable to GENERAL.