Common use of Reports and Payments Clause in Contracts

Reports and Payments. a. Beginning on the date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October of each year in which the Company owes royalties in accordance with section 3(a)(ii), the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separately: (i) Net Sales received by the Company and any Affiliate during such quarter; (ii) In the case of transfers of Licensed Products to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) Amounts accruing to, and received by, the Company from its Sublicensees during such quarter; (iv) Net Sales by Sublicensees during such quarter; and (v) A calculation of the amounts due to Columbia under section 3. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive payment of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreement. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.

Reports and Payments. a. Beginning on 6.1 Within 30 days from the date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October end of each year in which the Company owes royalties in accordance with section 3(a)(ii)calendar quarter of each Annual Period of this Agreement, the Company shall LICENSEE will submit to Columbia REGENTS a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separatelystating: (i) 6.1.1 Net Sales received by the Company LICENSEE and any Affiliate during such quarter; (ii) 6.1.2 In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate by the Company for sale, rental, or lease of such Licensed Products Product or Licensed Service by the Affiliate to third parties, Net Sales by the Company LICENSEE to the Affiliate and anti Net Sales by the Affiliate to third parties during such quarter; (iii) 6.1.3 Amounts accruing to, and received by, the Company LICENSEE from its Sublicensees during such quarter; (iv) 6.1.4 Sublicensee’s Net Sales by Sublicensees during duffing such quarter; and (v) 6.1.5 A calculation under Article S of the amounts due to Columbia under section 3.REGENTS, making reference to the application of each subsection thereof b. 6.2 Simultaneously with the submission of each Payment Report, the Company shall LICENSEE will make payments to Columbia REGENTS of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall Payment will be entitled by check payable to receive payment “The Regents of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in Section 3(a)(iithis Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) hereof REGENTS will receive all payments owed by LICENSEE under this Agreement on Net Sales behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a Sublicensee no less frequently than the quarter following the quarter in which such sales are madeseparate agreement between them, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for and the payment by LICENSEE to REGENTS of royalties an amount required to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment be paid under this Agreement shall be due satisfy all obligations of LICENSEE with respect to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall will be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company LICENSEE has no reasonable objection, for two years [***] after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company LICENSEE under this Agreement. In the event such review reveals that any payment to REGENTS was understated by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such review. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.

Reports and Payments. a. Beginning on (a) Within sixty (60) days after the date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October end of each year quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in which the Company owes royalties in accordance with section 3(a)(ii), the Company shall submit to Columbia Section 5.05 a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separatelystatement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) Net Sales received all LICENSED PRODUCTS which were sold, leased or otherwise disposed of by the Company and any Affiliate during such quarterGCAST or its SUBSIDIARIES; (ii) In the case of transfers of Licensed Products all sublicenses granted pursuant to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties Section 2.03 during such quarterquarterly period; (iii) Amounts accruing to, the FAIR MARKET VALUES of such LICENSED PRODUCTS and received by, the Company from its Sublicensees during such quarter;sublicenses; and (iv) Net Sales by Sublicensees during the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such quarter; and (v) A calculation credit. If no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the amounts due reports provided to Columbia it under section 3. b. Simultaneously with the submission of each Payment Reportthis Section 3.04(a). However, the Company shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall LUCENT will be entitled to receive payment share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty set forth shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3(a)(ii3.04(a) hereof on Net Sales of a Sublicensee no less frequently than GCAST shall pay in United States dollars to LUCENT at the quarter following address specified in Section 5.05 the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the Company or an Affiliate, provided that so long prevailing rate for bank cable transfers as a Sublicense provides quoted for the payment last day of royalties to such quarterly period by leading United States banks in New York City dealing in the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment foreign exchange market. (c) Overdue payments hereunder shall be due subject to Columbia that is based upon Net Sales a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such Sublicensee until charge exceeds the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable noticemaximum permitted by law, such books and records charge shall be open reduced to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreementsuch maximum. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.

Reports and Payments. a. Beginning on HLBLS shall deliver to SALARIUS within forty five (45) days after the date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October of each calendar year in which the Company owes royalties in accordance with section 3(a)(ii)First Commercial Sale occurs, and within forty five (45) days after the Company shall submit to Columbia end of each calendar quarter thereafter a written report with respect to detailing all royalty bearing sales, if any, made of Licensed Products during the preceding calendar quarter (half year period, and detailing the “Payment Report”) stating separatelyamount of Net Sales made during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (ia) Net Sales received number or volume of Licensed Products manufactured, leased and sold by the Company and/or for HLBLS, its Affiliates and any Affiliate during such quarterreported to HLBLS by all Sublicensees; (iib) In accounting for Net Sales, noting the case of transfers of Licensed Products to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarterdeductions applicable as provided in Section 1.25; (iiic) Amounts accruing toroyalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and received by, the Company from its Sublicensees during such quarterassignees due under this Article 4; (ivd) Net Sales by Sublicensees during such quartertotal royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product development; and (vg) A calculation an approximation of the amounts due to Columbia under section 3. b. number of full-time equivalent employees working on the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the submission delivery of each Payment Reportsuch report, the Company HLBLS shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty set forth in Section 3(a)(ii) hereof on Net Sales reports to SALARIUS after the termination or expiration of a Sublicensee this Agreement until such time as no less frequently than the quarter following the quarter in which such sales royalties are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable due to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties SALARIUS. Payments to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment SALARIUS under Sections 4.1 through 4.4 shall be due to Columbia that is based upon Net Sales within forty five (45) days of such HLBLS receiving the revenue from the Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter with respect to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreementsuch payments are due. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.

Reports and Payments. a. Beginning on with the date earlier of first sale, rental (i) the First Commercial Sale of a Licensed Product or lease (ii) the First Commercial Sale of Licensed Productsa Diagnostic Instrument, or before (iii) Payment Year Four, GTS shall deliver or cause to be delivered to Columbia and Salk, within 60 days after the last business day of January, April, July, and October end of each year in which the Company owes royalties in accordance with section 3(a)(ii)calendar quarter, the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “"Payment Report”") stating separatelystating: (i) Net Sales received of Licensed Products made by the Company GTS and any Affiliate during such quarter; (ii) In the case of transfers or sales of Licensed Products by GTS to an Affiliate for sale by the Company for saleAffiliate, rental, or lease of such Licensed Products Net Sales made by GTS to the Affiliate and by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties its customers during such quarterquarters; (iii) Amounts accruing to, and received by, the Company to GTS from its Sublicensees under section 4d during such quarter; (iv) Net Sales made by Sublicensees during such quarter; and (v) A calculation under Section 4 of the amounts due to Columbia under section 3Columbia, making reference to each subsection. All such royalty reports shall be treated as Confidential Information subject to Section 14c and except to the extent disclosure is required i) for audit purposes, ii) by contract, or iii) by law. b. Simultaneously with the submission of each Payment ReportReport to Columbia, the Company GTS shall make payments to Columbia Columbia's Office of Science and Technology Development of the amounts due for the calendar quarter covered by the Payment Report. , and Columbia shall be entitled to receive such payment on behalf of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to both Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicenseeand Salk. c. The Company GTS shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, but not more frequently than once in each calendar year, such books and records shall be open to inspection inspection, and copyingcopying solely with respect to the information required under Section 5a, at its principal office, during usual business hours, by an independent certified public accountant to whom the Company GTS has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts amount paid by GTS under this Agreement. Said accountant shall not disclose to Columbia, Salk or any other party any information except that which should properly be contained in the Company royalty report required under this Agreement. d. Columbia agrees that all information contained Royalties on Net Sales of Licensed Products shall accrue and be computed in the Payment Reports rendered currency of the country in which such sales have been made by Company pursuant GTS or its Affiliates and shall be paid to this Section a location or obtained pursuant person designated by Salk and Columbia in the United States in United States Dollars, at the rate of exchange quoted by the Wall Street Journal for the last business day of the calendar quarter in which such royalties were earned. If by law, regulations, or fiscal policy of a particular country, conversion into or transfer to the provisions herein United States in United States Dollars is restricted or forbidden, notice therefore in writing will be given to Salk and Columbia, and no such royalties shall be maintained paid until such conversion or transfer can be made legally, at which time royalties shall be paid in confidence United States dollars at the rate of exchange as quoted by the accountant and/or ColumbiaWall Street Journal for the last business day of the quarter during which the restriction on conversion was lifted. The accountant However, Columbia and Salk shall have the right to have royalties paid by GTS or its Affiliate in the blocked currency by depositing the same in Columbia and Salk's name in a foreign bank in any such country as designated by Columbia and Salk, at which time the royalties shall be deemed paid. However, in the event GTS chooses to use the earned royalty in the country from which conversion or transfer cannot disclose be made, GTS shall cause such royalties to be paid to Columbia and Salk in U.S. dollars based upon the last rate of exchange quoted (in the Wall Street Journal or if not there in any other party any information relating to similar publication) or, if none is available, at such other rate mutually agreed upon by the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulationparties.

Reports and Payments. a. Beginning on the date of first sale, rental or lease of Licensed Products, On or before the last business day of JanuaryFebruary, AprilMay, JulyAugust, and October November of each year in which the Company owes royalties in accordance with section 3(a)(ii)of this Agreement, the Company shall submit to Columbia Licensor a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separatelystating: (i) Net Sales received made by the Company and any Affiliate during such quarterquarter for Licensed Products; (ii) In the case of transfers or sales of Licensed Products to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Company to an Affiliate to third partiesfor sale by the Affiliate, Net Sales made by the Company to from the Affiliate and Net Sales by the Affiliate to third parties from its customers during such quarter; (iii) Amounts accruing to, and received by, to the Company from its Sublicensees during such quarter; (iv) Net Sales sales made by Sublicensees during such quarter; and (v) A calculation under Section 3 of the amounts due to Columbia under section 3Licensor, making reference to each subsection. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to Columbia Licensor of the amounts due for the calendar quarter covered by the Payment Report. Columbia ; provided, however, that any amount due to the Licensor from the Company under this Agreement for the period beginning on July 2, 2003 and ending on December 31, 2004, and not yet paid, shall be entitled to receive payment of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company to the Licensor no later than ten days after execution of this Agreement by the Licensor. c. Within sixty (60) days following June 30 of each year of this Agreement, the Company shall submit to the Licensor a written report with respect to the preceding year under this Agreement. d. Columbia agrees that all information contained in Agreement (the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of“Reconciliation Report”) detailing: (i) the accuracy or inaccuracy expenditures by the Company during such year in connection with the development and commercialization of Company’s reports and paymentsthe Licensed Subject Matter; (ii) compliance or noncompliance by Company with the terms Company’s activities during such year and conditions the progress toward commercialization of this Agreement; the Licensed Subject Matter and (iii) a reconciliation of the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that (1) revenues, (2) collaborative research and development costs and (3) ITD Costs set forth in the Company has designated in writing as confidential relating Payment Reports to the business of corresponding data set forth in the Company’s financial statements included in its reports filed with the U.S. Securities and Exchange Commission. The Company provided and Licensor will schedule an annual meeting to Columbia pursuant be held among them within thirty (30) days following the above-mentioned sixty (60) day period to this Section, except as required by any applicable law or regulationdiscuss the Reconciliation Report.

Reports and Payments. a. Beginning Following the Effective Date, on a quarterly basis based on the date financial reporting quarter of first saleeach of ASML and Nikon during the Term and continuing thereafter as long as royalties pursuant to Section 5.2 are owed, rental or lease each Payor will supply to the Payee’s Designee (a) within five (5) days after the closing of Licensed Products, or before each reporting quarter the last business day number of January, April, Julyunits of Immersion Lithography Systems Sold during the applicable reporting period (the “Preliminary Report”), and October (b) within thirty (30) days after the closing of each year in which the Company owes royalties in accordance with section 3(a)(ii)reporting quarter, the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separately: (i) Net Sales received by the Company and any Affiliate during such quarter; (ii) In the case of transfers of Licensed Products to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) Amounts accruing to, and received by, the Company from its Sublicensees during such quarter; (iv) Net Sales by Sublicensees during such quarter; and (v) A calculation of the amounts due to Columbia under section 3. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive payment of the royalty set setting forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreement. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia ofspecific detail: (i) its Sales of Immersion Lithography Systems during the accuracy or inaccuracy applicable reporting period on a per unit basis, including the customer and the date of Company’s reports and payments; the Sale, (ii) compliance the gross revenues received by the Payor or noncompliance by Company with its Affiliates for such Immersion Lithography System in the terms aggregate and conditions of this Agreement; and on a per unit basis, (iii) the extent Net Sales Price for the applicable reporting period in the aggregate and on a per unit basis, and the calculation thereof, including an itemized account of all deductions to calculate the Net Sales Price on a per unit basis, (iv) the total royalties owed pursuant to Section 5.2 for the applicable reporting period, and (v) any inaccuracy or noncomplianceWithheld Amounts (the “Quarterly Report”). Columbia Each such Preliminary Report and Quarterly Report will be signed and certified by an authorized representative of the reporting Party. Upon receipt of the Quarterly Report the Payee may issue an invoice for royalty payments owed, and the Payor shall not disclose to make all royalty payments owed by it for the applicable reporting period (and any third party unpaid amounts for any information that previous reporting period) no later than sixty (60) days following receipt of the Company has designated in writing as confidential relating invoice (“Payment Date”). The Payee’s Designee may provide to the business Payee only the aggregate gross revenues, the aggregate Net Sales Price, the total royalties owed and the Withheld Amounts, but not the number of Company provided to Columbia pursuant to this Sectionunits Sold, except as required by the Sales price per unit, or any applicable law or regulationcustomer information.

Reports and Payments. a. Beginning on Within [*] ([*]) days after the date of first sale, rental or lease of Licensed Products, or before the last business day of Januaryeach Quarter following the First Commercial Sale of a Product in the Territory, April, July, and October of each year in which the Company owes royalties in accordance with section 3(a)(ii), the Company Salix shall submit to Columbia Progenics a written report with respect to the preceding calendar quarter Quarter (the “Payment Quarterly Activity Report”) stating separately: stating: (i) the gross sales and Net Sales received of Products sold by the Company Salix and its Affiliates and any Affiliate Sublicensee during such quarter; the Quarter just ended for each country in which sales were made, making reference to the specific deductions taken in accordance with the definition of Net Sales; (ii) In the case date of transfers any First Commercial Sale of Licensed Products to an Affiliate by any Product in a country in the Company for sale, rental, or lease of such Licensed Products by Territory during the Affiliate to third partiesQuarter just ended; (iii) the currency exchange rates used in determining gross sales, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) Amounts accruing to, amounts payable under Section 6.5; and received by, the Company from its Sublicensees during such quarter; (iv) Net Sales by Sublicensees during such quarter; and (v) A a calculation of the amounts due to Columbia under section 3. b. Simultaneously with the submission of each Payment Report, the Company shall make payments Progenics pursuant to Columbia Section 6.5 in respect of the amounts Quarter just ended. All royalty payments due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive payment of the royalty set forth in under Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment 6.5 shall be due and payable within [*] ([*]) Business Days following the distribution of each Quarterly Activity Report. Salix shall submit to Columbia that is based upon Net Sales Progenics with each payment under Section 6.4 a written report with respect to such payment (a “Sublicense Revenue Report”) describing in detail the Sublicense Revenue to which such payment relates and providing such other information specified above for inclusion in a Quarterly Activity Report as may be relevant thereto. The obligation of such Sublicensee until Salix * Confidential treatment requested; certain information omitted and filed separately with the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account SEC. to provide Quarterly Activity Reports and records showing its actions Sublicense Revenue Reports under this Agreement. Upon reasonable notice, such books and records Section 6.6(b) shall be open cease to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company apply once Salix has no reasonable objectionfurther obligation to make payments of, for two years after the calendar quarter to which they pertainrespectively, for purposes of verifying the accuracy of the amounts paid by the Company royalties under this AgreementSection 6.5 or payments under Section 6.4. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.