Common use of Reports and Payments Clause in Contracts

Reports and Payments. (a) Within twenty (20) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days after the end of each Calendar Quarter that begins or ends during the Copromotion Period, Odyssey shall furnish to Indevus a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and for the year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, in each case for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (aDuring the applicable Royalty Term, ELUMINEX shall prepare and deliver to FIBROGEN, based on its best knowledge and in good faith, estimated royalty reports for the sale of Product(s) Within twenty (20) days following by the end of Selling Parties for each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days [*] after the end of each such Calendar Quarter that begins specifying, in each of the following instances (a) through (d) or ends during (f), as applicable to or having occurred in such Calendar Quarter: (a) total gross sales for the Copromotion PeriodProduct(s) sold or otherwise disposed of by a Selling Party; (b) amounts deducted in accordance with Section 1.69 from gross sales to calculate Net Sales; (c) Net Sales; (d) the amount of royalties payable for such Calendar Quarter, Odyssey shall furnish to Indevus a written report showing Net Sales (e) [*] up until the end of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and (f) [*]. Promptly following receipt of each such estimated royalty report, [*] shall issue an invoice to ELUMINEX for the year to date (including the total number amount of units of each Product used and/or sold hereunderroyalties due for such Calendar Quarter in accordance with such estimated royalty report, [*], and a reconciliation ELUMINEX shall make each royalty payment to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party RoyaltiesFIBROGEN within [*], in each case accordance with Section 3.6.1. Notwithstanding the foregoing, in the event there are any updates to such estimated royalty reports after the delivery of such reports to FIBROGEN after the end of any Calendar Quarter, ELUMINEX shall deliver the updated amounts of instances (a) through (d) or (f) as described in this Section 3.4.3 to FIBROGEN, at the same time with the royalty report due for the immediately following Calendar Quarter and (x) if there was an underpayment of the amount of royalties due for such Calendar Quarter based on the updated amounts for such Calendar Quarter. Each , then [*] shall issue an invoice for (or add to its invoice for the immediately following Calendar Quarter) such report shortfall amount, [*], and ELUMINEX shall be accompanied by pay the amount of such invoice within [*], in accordance with Section 3.6.1, and (iy) payment to Indevus if ELUMINEX overestimated the amount of Third Party Royalties payable during the Copromotion Period royalties due for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that estimated royalty reports and as a result overpaid the amount of royalties due for such Calendar Quarter, the Indevus Cost Share was less than [*] percent (amount of such excess shall be applied as a credit towards the royalty payments for the immediately following Calendar Quarter [*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (aDuring the applicable Royalty Term, ELUMINEX shall prepare and deliver to FIBROGEN, based on its best knowledge and in good faith, estimated royalty reports for the sale of Product(s) Within twenty (20) days following by the end of Selling Parties for each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days [*] after the end of each such Calendar Quarter that begins specifying, in each of the following instances (a) through (d) or ends during (f), as applicable to or having occurred in such Calendar Quarter: (a) total gross sales for the Copromotion PeriodProduct(s) sold or otherwise disposed of by a Selling Party; (b) amounts deducted in accordance with Section 1.70 from gross sales to calculate Net Sales; (c) Net Sales; (d) the amount of royalties payable for such Calendar Quarter, Odyssey shall furnish to Indevus a written report showing Net Sales (e) [*] up until the end of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and (f) [*]. Promptly following receipt of each such estimated royalty report, FIBROGEN shall issue an invoice to ELUMINEX for the year to date (including the total number amount of units of each Product used and/or sold hereunderroyalties due for such Calendar Quarter in accordance with such estimated royalty report, and a reconciliation ELUMINEX shall make each royalty payment to Net Sales, including a breakdown of all deductions from FIBROGEN within [*]. Notwithstanding the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royaltiesforegoing, in each case the event there are any updates to such estimated royalty reports after the delivery of such reports to FIBROGEN after the end of any Calendar Quarter, ELUMINEX shall deliver the updated amounts of instances (a) through (d) or (f) as described in this Section 3.4.3 to FIBROGEN, at the same time with the royalty report due for the immediately following Calendar Quarter and (x) if there was an underpayment of the amount of royalties due for such Calendar Quarter based on the updated amounts for such Calendar Quarter. Each , then FIBROGEN shall issue an invoice for (or add to its invoice for the immediately following Calendar Quarter) such report shortfall amount and ELUMINEX shall be accompanied by pay the amount of such invoice within [*] and (iy) payment to Indevus if ELUMINEX overestimated the amount of Third Party Royalties payable during the Copromotion Period royalties due for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that estimated royalty reports and as a result overpaid the amount of royalties due for such Calendar Quarter, the Indevus Cost Share was less than amount of such excess shall be applied as a credit towards the royalty payments for the immediately following Calendar Quarter. [*] percent = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both ([*]%i) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent not material and ([*]%ii) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party likely cause competitive harm to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreementcompany if publicly disclosed. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (a) Within twenty (20) On or before the [***] of each Calendar Year, each Party will provide a written report to the other Party setting forth a rolling, non-binding annual forecast for Development Costs anticipated to be incurred by or on behalf of such Party or any of its Affiliates and the Allowable Expenses anticipated to be incurred by or on behalf of such Party or any of its Affiliates during the current Calendar Year broken out on a quarterly basis. In addition, approximately [***] days following after the end of each Calendar Quarter that begins or ends during the Copromotion PeriodQuarter, each Party shall will submit to the other Party a report containing an accounting setting for its then-current estimate of the Product (i) (with respect to each Party’s report) Development Costs and Allowable Expenses incurred by such the reporting Party and (ii) (with respect to Xxxxxxx’x report) Net Sales by or on behalf of Xxxxxxx and royalties owed to Theravance, in each case during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days [***] after the end of each Calendar Quarter that begins or ends during after the Copromotion PeriodOpt-In Date, Odyssey Theravance shall furnish submit to Indevus Xxxxxxx a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and for the year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, setting forth in each case for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period reasonable detail for such Calendar Quarter (calculated in accordance with subsection (fi) below); Development Costs and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than Allowable Expenses incurred by Theravance. Within [***] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during after the License PeriodOpt-In Date, Odyssey Xxxxxxx shall furnish submit to Indevus Theravance a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereundereach, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales“Quarterly Report”) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable setting forth in reasonable detail for such Calendar Quarter (calculated i) gross sales of Products in the Territory by Xxxxxxx, its Affiliates and sublicensees, in the aggregate and on a regional basis, (ii) Net Sales in the Territory, in the aggregate and on a regional basis, (iii) royalties owed to Theravance on Net Sales outside the United States, (iv) Development Costs, (v) Allowable Expenses for Products sold in the U.S., (vi) technology transfer, (vii) Profits (Losses) and each Party’s share thereof and (viii) the amounts due to or from the relevant Party, as well as the computation of each of the foregoing. (c) Following receipt of such report, each Party shall reasonably cooperate to provide additional information as necessary to permit calculation and reconciliation for the ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. applicable Calendar Quarter, and in a reasonable time in advance of applicable payments to accomplish the sharing of Profit (Loss) for the applicable Calendar Quarter. (d) Subject to Section 6.10 below, within [***] following the end of each Calendar Quarter, the Parties shall make any reconciling payments necessary to effect the royalties owed to Theravance pursuant to Section 6.7, the sharing of Development Costs set forth in Section 6.3, and Profits (Losses) set forth in Section 6.6 for such Calendar Quarter. For clarity, if the amount of the Profits (Loss) is negative with respect to any Calendar Quarter, the Parties will share such negative Profit (Loss) in accordance with subsection Section 6.6, and the under-paying Party will make any necessary payments to the other Party. (fe) below)[***]. (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey The reports required by this Section 6.9 shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on be the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party reporting Party’s Confidential Information subject to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount protections of the next payment due under Article 10 of this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (a) Within twenty (20) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days after the end of each Calendar Quarter following Launch that begins or ends during the Copromotion PeriodAgreement Term, Odyssey Molteni shall furnish to Indevus Titan a written report showing showing: (i) all Net Sales of all Products sold by Odyssey or its Affiliates during (A) such Calendar Quarter and for the year to date (Quarter, including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including Sales and a breakdown of all deductions estimated Permitted Deductions from the gross amount invoiced to arrive at Net Sales), an accounting and (B) the Calendar Year to date through the end of Product Expenses such Calendar Quarter; and (including ii) a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, in each case Earn-Out Payments for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (eb) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties Earn-Out Payments due under Section 7.2 and subject to the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below)terms herein. (fc) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party Molteni shall keep and shall require its Affiliates and its licensees to keep commercially reasonable, complete and accurate records in connection with the purchase, use and/or sale by or for it of the Final Products hereunder hereunder, consistent with industry practice and in sufficient reasonable detail designed to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. 7. (d) Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 7.4 or any other provision of this Agreement are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime per annum rate of Citibanktwo percent (2%) over the then-current thirty (30)-day LIBOR rate, N.A. or the maximum rate allowable by Law, whichever is lower. (e) Except as otherwise defined herein, all financial calculations by either Party under this Agreement shall be calculated in New Yorkaccordance with GAAP. All payments due by one Party to the other Party under this Agreement shall be payable in United States dollars pursuant to Section 7.4(f). In addition, New York as published in the Wall Street Journal computed on a daily basis all calculations herein shall give pro-rata effect to and shall change when and proportionally adjust (by giving effect to the number of applicable days in such Calendar Quarter) for any Calendar Quarter that is shorter than a standard Calendar Quarter or any Calendar Year (or twelve month period) that is shorter than four consecutive full Calendar Quarters or twelve (12) consecutive months, as the Prime Rate changesapplicable.

Reports and Payments. (a) Within twenty fifteen (2015) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party Indevus shall submit to Esprit a statement for the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party Sales Force Reimbursement and a report containing an accounting of all Details performed by such Party’s Representatives the Indevus Sales Force to such Party’s the Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include include, to the extent available from the call reporting system provided to Indevus by Esprit, a summary of actual physician data, the number of Primary Position Details made, the number of Deficient Details, if anySecondary Position Details made, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (cb) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days after the end of each Calendar Quarter that begins or ends during the Copromotion PeriodAgreement Term, Odyssey Esprit shall furnish to Indevus a written report showing showing: (i) all Net Sales of all Products sold by Odyssey or its Affiliates during (A) such Calendar Quarter and for the year to date (Quarter, including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including Sales and a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting and (B) the Calendar Year to date through the end of such Calendar Quarter; (ii) the total number of units of each Finished Product Expenses sold during that Calendar Quarter (including which, with respect to Trospium Once-Daily, is the total number of capsules sold during such Calendar Quarter) and not returned; and (iii) a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and (A) Third Party Royalties, in each case Royalties payable for such Calendar Quarter. , (B) Sublicensing Royalties, (C) Minimum Royalties, Pro Rated Minimum Royalties and/or Minimum Royalty Shortfall, as applicable, for such Calendar Quarter and, (D) any amounts creditable under this Agreement, including pursuant to Section 6.2(a)(ii), 6.2(b)(iv), and 14.8(b)(iii), and (E) any amounts payable pursuant to Section 14.13(e)(iv). (iv) if a report has not previously been provided under Section 6.5(e) of the Original Agreement for the Calendar Quarter ending September 30, 2007, or any other Calendar Quarter than commences after the Execution Date but prior to the Effective Date, the first report provided under this Section 6.4(b) after the Effective Date shall also include, for the applicable periods referenced in this Section 6.4(b)(vi) and ending on the day immediately prior to the Effective Date, the information required by Section 6.5(e) and (f) of the Original Agreement with respect to Sublicensing Royalties, Third Party Royalties and Minimum Royalties as such terms are defined in the Original Agreement. (v) Each such report shall be accompanied by (iA) payment with respect to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in period commencing on the event that for such Calendar QuarterEffective Date, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) belowunder Section 6.2(c). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicableSection 6.2(a), the amount required under Section 6.2(b) and the Minimum Royalty Shortfall required under Section 6.2(b) in respect of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.such

Reports and Payments. (a) Within twenty fifteen (2015) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party Indevus shall submit to Esprit a statement for the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party Sales Force Reimbursement and a report containing an accounting of all Details performed by such Party’s Representatives the Indevus Sales Force to such Party’s the Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include include, to the extent available from the call reporting system provided to Indevus by Esprit, a summary of actual physician data, the number of Primary Position Details made, the number of Deficient Details, if anySecondary Position Details made, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (cb) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days after the end of each Calendar Quarter that begins or ends during the Copromotion PeriodAgreement Term, Odyssey Esprit shall furnish to Indevus a written report showing showing: (i) all Net Sales of all Products sold by Odyssey or its Affiliates during (A) such Calendar Quarter and for the year to date (Quarter, including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including Sales and a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting and (B) the Calendar Year to date through the end of such Calendar Quarter; (ii) the total number of units of each Finished Product Expenses sold during that Calendar Quarter (including which, with respect to Trospium Once-Daily, is the total number of capsules sold during such Calendar Quarter) and not returned; and (iii) a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and (A) Third Party Royalties, in each case Royalties payable for such Calendar Quarter. , (B) Sublicensing Royalties, (C) Minimum Royalties, Pro Rated Minimum Royalties and/or Minimum Royalty Shortfall, as applicable, for such Calendar Quarter and, (D) any amounts creditable under this Agreement, including pursuant to Section 6.2(a)(ii), 6.2(b)(iv), and 14.8(b)(iii), and (E) any amounts payable pursuant to Section 14.13(e)(iv). (iv) if a report has not previously been provided under Section 6.5(e) of the Original Agreement for the Calendar Quarter ending September 30, 2007, or any other Calendar Quarter than commences after the Execution Date but prior to the Effective Date, the first report provided under this Section 6.4(b) after the Effective Date shall also include, for the applicable periods referenced in this Section 6.4(b)(vi) and ending on the day immediately prior to the Effective Date, the information required by Section 6.5(e) and (f) of the Original Agreement with respect to Sublicensing Royalties, Third Party Royalties and Minimum Royalties as such terms are defined in the Original Agreement. (v) Each such report shall be accompanied by (iA) payment with respect to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in period commencing on the event that for such Calendar QuarterEffective Date, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) belowunder Section 6.2(c). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicableSection 6.2(a), the amount required under Section 6.2(b) and the Minimum Royalty Shortfall required under Section 6.2(b) in respect of such Calendar Quarter, if any, and the Sales Force Reimbursement under Section 6.3, subject to any offsets due to creditable amounts, (B) with respect to the Calendar Quarter in which the true-up of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates Supply Price occurs pursuant to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date14.8(b)(iii), the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.amounts payable pursuant to

Reports and Payments. (a) Within twenty (20) On or before the [***] of each Calendar Year, each Party will provide a written report to the other Party setting forth a rolling, non-binding annual forecast for Development Costs anticipated to be incurred by or on behalf of such Party or any of its Affiliates and the Allowable Expenses anticipated to be incurred by or on behalf of such Party or any of its Affiliates during the current Calendar Year broken out on a quarterly basis. In addition, approximately [***] days following after the end of each Calendar Quarter that begins or ends during the Copromotion PeriodQuarter, each Party shall will submit to the other Party a report containing an accounting setting for its then-current estimate of the Product (i) (with respect to each Party's report) Development Costs and Allowable Expenses incurred by such the reporting Party and (ii) (with respect to Xxxxxxx'x report) Net Sales by or on behalf of Xxxxxxx and royalties owed to Theravance, in each case during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days [***] after the end of each Calendar Quarter that begins or ends during after the Copromotion PeriodOpt-In Date, Odyssey Theravance shall furnish submit to Indevus Xxxxxxx a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and for the year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, setting forth in each case for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period reasonable detail for such Calendar Quarter (calculated in accordance with subsection (fi) below); Development Costs and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than Allowable Expenses incurred by Theravance. Within [***] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during after the License PeriodOpt-In Date, Odyssey Xxxxxxx shall furnish submit to Indevus Theravance a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereundereach, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales"Quarterly Report") and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable setting forth in reasonable detail for such Calendar Quarter (calculated i) gross sales of Products in the Territory by Xxxxxxx, its Affiliates and sublicensees, in the aggregate and on a regional basis, (ii) Net Sales in the Territory, in the aggregate and on a regional basis, (iii) royalties owed to Theravance on Net Sales outside the United States, (iv) Development Costs, (v) Allowable Expenses for Products sold in the U.S., (vi) technology transfer, (vii) Profits (Losses) and each Party's share thereof and (viii) the amounts due to or from the relevant Party, as well as the computation of each of the foregoing. (c) Following receipt of such report, each Party shall reasonably cooperate to provide additional information as necessary to permit calculation and reconciliation for the ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ ​ applicable Calendar Quarter, and in a reasonable time in advance of applicable payments to accomplish the sharing of Profit (Loss) for the applicable Calendar Quarter. (d) Subject to Section 6.10 below, within [***] following the end of each Calendar Quarter, the Parties shall make any reconciling payments necessary to effect the royalties owed to Theravance pursuant to Section 6.7, the sharing of Development Costs set forth in Section 6.3, and Profits (Losses) set forth in Section 6.6 for such Calendar Quarter. For clarity, if the amount of the Profits (Loss) is negative with respect to any Calendar Quarter, the Parties will share such negative Profit (Loss) in accordance with subsection Section 6.6, and the under-paying Party will make any necessary payments to the other Party. (fe) below)[***]. (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey The reports required by this Section 6.9 shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on be the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party reporting Party's Confidential Information subject to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount protections of the next payment due under Article 10 of this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (a) Within twenty Collegium, on behalf of itself and its Affiliates, shall, beginning with the initial Calendar Quarter during which the First Commercial Sale occurs, furnish to BDSI a quarterly written report (20each, a “Royalty Statement”) days showing *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. in reasonably specific detail (i) Collegium’s, its Affiliates’, and Sublicensees’ inventory on hand of each stock keeping unit (“SKU”) of Licensed Products, sales of Licensed Products per SKU and Net Sales; (ii) amounts payable under this Agreement based upon such Net Sales (which shall include an accounting of all amounts and calculations required to determine Net Sales and the amounts payable under this Agreement consistent with Sections 4.01 and 4.02, including the amount of any bad debt or recovered bad debt used to calculate Net Sales pursuant to the Bad Debt Adjustment); (iii) withholding taxes, if any, required by law to be deducted with respect to any payments due BDSI under this Agreement; and (iv) the date of the First Commercial Sale of any Licensed Product in the Territory during the reporting period. Royalty Statements shall be due no later than *** following the close of each Calendar Quarter. (b) All payments due BDSI under Section 4.01 with respect to a particular Calendar Quarter shall be due no later than *** following the end of each Calendar Quarter that begins Quarter. All payments hereunder shall be payable in United States dollars. All payments owed under this Agreement shall be made by wire transfer to one or ends during more bank accounts (which may each be the Copromotion Periodaccount of such Party, each any Affiliate thereof, or any Third Party), in such allocation between such accounts, as shall be designated by the Party shall submit owed payment from time-to-time upon written notice, unless otherwise specified in writing by such Party, with any such designated account(s) and/or allocation(s) to remain effective with respect to payments owed to such Party until it provides written notice to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives setting forth any changes to such Party’s Target Prescribers during account(s) or allocation(s) for payment (in which case any changes specified in such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting notice shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, become effective on the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Periodspecified therein). (c) Within twenty (20) days following In the end event that any payment due hereunder is not made when due, such payment shall accrue interest from the date due at a rate equal to the greater of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d)***, Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and or (ii) ***, or, if less, the first three Royalty Yearsmaximum legally permissible interest rate, Indevus calculated based on the number of days such payments are paid after the date such payments are due. The payment of such interest shall submit to Odyssey not limit a statement containing Party from exercising any other rights it may have under this Agreement as a calculation consequence of the monthly allocation lateness of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevusany payment. (d) Within thirty (30) days after During the end of each Calendar Quarter that begins or ends during the Copromotion Period, Odyssey shall furnish to Indevus a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter Term and for the year to date (including the total number a period of units of each Product used and/or sold hereunder*** thereafter, or longer if and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, as required in each case for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus Collegium to receive compensation on a quarterly basiscomply with Applicable Law, Odyssey Collegium shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination BDSI to confirm the completeness and accuracy of (i) the information presented in each Royalty Statement and all amounts necessary for payments due hereunder and (ii) the calculation of Net Sales. BDSI and verification any designee thereof (including but limited to Meda) shall have the right to audit and inspect such Books and Records pursuant to the terms of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required 14.11. (e) All taxes levied on account of the payments accruing to a Party under this Section 6.5 Agreement shall be due and payable on paid by such Party for its own account, including taxes levied thereon as income to such Party. If provision is made in applicable law or regulation for withholding, such tax shall be deducted from the date payment made by a Party (the applicable report is due. Without limiting any “Paying Party’s remedies ”) to the other Party (the “Paid Party”) hereunder, in the event payments required to shall be made under this Section 6.5 are not made on or prior paid to the required proper taxing authority by the Paying Party, and a receipt of payment dateof such tax shall be secured and promptly delivered to the Paid Party. Each Party agrees to reasonably assist the other Party in claiming exemption from such deductions or withholdings under any double taxation or similar agreement or treaty from time to time in force or in otherwise seeking the return, the refund, or credit of any such withheld amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changesapplicable.

Reports and Payments. (aDuring the applicable Royalty Term, ELUMINEX shall prepare and deliver to FIBROGEN, based on its best knowledge and in good faith, estimated royalty reports for the sale of the applicable Product(s) Within twenty (20) days following by the end of Selling Parties for each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (30) days [*] after the end of each such Calendar Quarter that begins specifying, in each of the following instances (a) through (d) or ends during (f), as applicable to or having occurred in such Calendar Quarter: (a) total gross sales for the Copromotion PeriodProduct(s) sold or otherwise disposed of by a Selling Party in the Territory (and, Odyssey shall furnish with respect to Indevus a written report showing the [*] Product(s), in each applicable Market); (b) amounts deducted in accordance with Section 1.69 from gross sales to calculate Net Sales Sales; (c) Net Sales; (d) the amount of all Products sold by Odyssey or its Affiliates during royalties payable for such Calendar Quarter, (e) [*] up until the end of such Calendar Quarter and (f) [*]. Promptly following receipt of each such estimated royalty report, [*]. [*] shall issue an invoice to ELUMINEX for the year amount of royalties due for such Calendar Quarter in accordance with such estimated royalty report, [*] and ELUMINEX shall make each royalty payment to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party RoyaltiesFIBROGEN within [*], in each case accordance with Section 3.6.1. Notwithstanding the foregoing, in the event there are any updates to such estimated royalty reports after the delivery of such reports to FIBROGEN after the end of any Calendar Quarter, ELUMINEX shall deliver the updated amounts of instances (a) through (d) or (f) as described in this Section 3.4.4 to FIBROGEN, at the same time with the royalty report due for the immediately following Calendar Quarter and (x) if there was an underpayment of the amount of royalties due for such Calendar Quarter based on the updated amounts for such Calendar Quarter. Each , then [*] shall issue an invoice for (or add to its invoice for the immediately following Calendar Quarter) such report shortfall amount, [*], and ELUMINEX shall be accompanied by pay the amount of such invoice within [*], in accordance with Section 3.6.1, and (iy) payment to Indevus if ELUMINEX overestimated the amount of Third Party Royalties payable during the Copromotion Period royalties due for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that estimated royalty reports and as a result overpaid the amount of royalties due for such Calendar Quarter, the Indevus Cost Share was less than [*] percent (amount of such excess shall be applied as a credit towards the royalty payments for the immediately following Calendar Quarter [*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (a) Within twenty forty-five (20) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party shall submit to the other Party a report containing an accounting of the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed by the Parties. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end of the Cure Period. (c) Within twenty (20) days following the end of each month that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month that are to be reimbursed by Odyssey in accordance with Section 6.3 (d); and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevus. (d) Within thirty (3045) days after the end of each Calendar Quarter that begins semiannual period ending on March 31st or ends September 30th commencing with the semiannual period during the Copromotion Periodwhich this Agreement is executed, Odyssey LICENSEE shall furnish to Indevus LUCENT-GRL at the address specified in Section 4.03 a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and for the year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royaltiesstatement, in each case for such Calendar Quarter. Each such report shall be accompanied a form acceptable to LUCENT-GRL, certified by a responsible official of LICENSEE, showing: (i) payment all LICENSED PRODUCTS which were sold, leased or put into use during such semiannual period in **********, and in any of the DESIGNATED COUNTRIES; (ii) the FAIR MARKET VALUE of each of such LICENSED PRODUCTS; (iii) the applicable royalty rate for each LICENSED PRODUCT; (iv) all LICENSED PRODUCTS excluded under Section 2.02(b) (together with the requisite documentation related to Indevus such exclusion as set forth in Section 2.02(b)), which were sold, leased or put into use in the U.S., in Canada, and in any of Third Party Royalties the DESIGNATED COUNTRIES during such semiannual period; (v) the amounts of fees payable during on the Copromotion Period for such Calendar Quarter LICENSED PRODUCTS, as rightfully reported in Section 2.04(a)(i) after excluding LICENSED PRODUCTS as rightfully reported in Sections 2.04(a)(iv), prior to crediting the ANNUAL MINIMUM FEE; (calculated vi) the amounts of fees, if any, credited to the ANNUAL MINIMUM FEE in accordance with subsection (f) belowSection 2.01(d); and (vii) the net amount of fees payable thereon after crediting the ANNUAL MINIMUM FEE. (b) Within such forty-five (45) days, LICENSEE shall, irrespective of its own business and (iiaccounting methods, pay to LUCENT-GRL at the address specified in Section 4.03(b) the fees payable for such semiannual period as shown in the event that statement required by Section 2.04(a). (c) All payments under Section 2.01 shall be made in United States dollars to LUCENT-GRL at the address specified in Section 4.03(b). Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such Calendar Quarter, semiannual period by leading United States banks in New York City dealing in the Indevus Cost Share was less than [*] percent foreign exchange market. SUPERCONDUCTOR TECHNOLOGIES INC. -REQUESTED CONFIDENTIAL TREATMENT ([*]d) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) of Net Sales, payment to Indevus of over the prime rate or successive prime rates (as posted in New York City by leading United States banks) during delinquency. If the amount of such difference as Sublicensing Royalties. In charge exceeds the event that for any Calendar Quarter during the Copromotion Periodmaximum permitted by law, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report charge shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for reduced to such Calendar Quarter (calculated in accordance with subsection (f) below)maximum. (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.

Reports and Payments. (a) Within twenty (20) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, each Party A. LICENSEE shall submit monthly reports to SOCIETY setting forth separately the following: (i) Gross xxxxxxxx" to all Subscribers; (ii) Gross xxxxxxxx" to all Subscribers described in Paragraph "5.A." and the amounts excluded from "gross xxxxxxxx" for each item set forth in Paragraph "5.D.ii."; (iii) The number of all Subscribers described in Paragraph "5.A.”; (iv) “Gross xxxxxxxx" to all Subscribers described in Paragraph “5.B.” and the amounts excluded from "gross xxxxxxxx" for each item set forth in Paragraph “5.D.ii.”; (v) The number of all Subscribers described in Paragraph “5.B.”; (vi) Gross xxxxxxxx" to all Subscribers described in Paragraph "5.C.", and the amounts excluded from "gross xxxxxxxx" for each item set forth in Paragraph "5.D.ii."; (vii) The number of all subscribers described in Paragraph “5.C.”; mon (viii) The license fees payable to SOCIETY pursuant to the other Party a report containing an accounting terms of this agreement for the Product Expenses incurred by such Party during such Calendar Quarter, in a form reasonably agreed th covered by the Partiesreport; (ix) The names and addresses of all suppliers of music used in LICENSEE'S Background/Foreground Music Service. (b) Within thirty (30) days following the end of each Calendar Quarter that begins or ends during the Detail Requirements Period, each Party B. LICENSEE shall submit to the other Party a report containing an accounting of all Details performed by such Party’s Representatives to such Party’s Target Prescribers during such Calendar Quarter and a calculation of any applicable deficiency in Detailing applicable to such Calendar Quarter. Such accounting shall include a summary of actual physician data, the number of Details made, the number of Deficient Details, if any, the date said monthly reports on which such Details were made and the location made. Any Party who is subject to a deficiency in Detailing for such Calendar Quarter shall initiate a program to correct for the deficiency during or before the end last day of each month, covering the period of the Cure Periodpreceding calendar month. (c) Within twenty (20) days following C. SOCIETY shall supply forms for said monthly statements free of charge to LICENSEE. D. LICENSEE shall remit, with each monthly report, the end full amount of each license fees shown due for the month covered by the report. E. Accountings and payments shall be made on a billing basis. LICENSEE shall have a right of reduction or rebate for all bad accounts which are written off as uncollectible, provided, however, that begins or ends during (i) any period in which amounts are payable by Odyssey in accordance with Section 6.3 (d), Indevus shall submit to Odyssey a report containing an accounting of those costs and expenses incurred by Indevus during such month accounts that are to written off as uncollectible that are later collected in whole or in part shall be reimbursed by Odyssey in accordance with Section 6.3 (d); reported and (ii) the first three Royalty Years, Indevus shall submit to Odyssey a statement containing a calculation of the monthly allocation of the reimbursement pursuant to Section 6.4 (c). Odyssey shall pay Indevus the applicable amount stated in such report or statement under Section 6.3 (d) or Section 6.4 (c) within ten (10) days after receipt of such report or statement from Indevuspaid for as and when collected. (d) Within thirty (30) F. If any monthly payment required by Paragraph “5” or “6” is not received by SOCIETY within fifteen days after the end date it was due, LICENSEE agrees to pay SOCIETY a finance charge of each Calendar Quarter that begins or ends during the Copromotion Period, Odyssey shall furnish to Indevus a written report showing Net Sales of all Products sold by Odyssey or its Affiliates during such Calendar Quarter and for the year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions 1% per month from the gross amount invoiced to arrive at Net Sales), an accounting of Product Expenses (including a calculation of Product Expenses incurred by either Party, and an accounting of Indevus Cost Share, Sublicensing Royalties and Third Party Royalties, in each case for such Calendar Quarter. Each such report shall be accompanied by (i) payment to Indevus of Third Party Royalties payable during the Copromotion Period for such Calendar Quarter (calculated in accordance with subsection (f) below); and (ii) in the event that for such Calendar Quarter, the Indevus Cost Share was less than [*] percent ([*]%) of Net Sales, payment to Indevus of the amount of such difference as Sublicensing Royalties. In the event that for any Calendar Quarter during the Copromotion Period, the Indevus Cost Share is greater than [*]percent ([*]%) of Net Sales, Indevus shall pay Odyssey the amount of such difference within ten (10) Business Days after the receipt of Odyssey’s report under this subsection 6.5 (d). (e) Within thirty (30) days after the end of each Calendar Quarter during the License Period, Odyssey shall furnish to Indevus a written report for the Calendar Quarter showing the Net Sales of all Products sold by Odyssey or its Affiliates during the reporting period and for that Royalty Year to date (including the total number of units of each Product used and/or sold hereunder, and a reconciliation to Net Sales, including a breakdown of all deductions from the gross amount invoiced to arrive at Net Sales) and a calculation of Sublicensing Royalties, Third Party Royalties and/or other payments payable to Indevus under this Agreement. Each such report shall be accompanied by payment of the Third Party Royalties and the Sublicensing Royalties payable for such Calendar Quarter (calculated in accordance with subsection (f) below). (f) In order for Indevus to receive compensation on a quarterly basis, Odyssey shall pay to Indevus, on a quarterly basis, Sublicensing Royalties and Third Party Royalties based on the cumulative Net Sales for the applicable year to date, less Sublicensing Royalties and Third Party Royalties previously paid to Indevus on account of Net Sales for the previous Calendar Quarters in such year. (g) Any change in the amount that would have been payable from one Party to the other Party under this Agreement which results from any restatements to a prior period’s financial results due to errors, omissions, or any other misstatements, shall be added to or deducted from, as applicable, the amount of the next payment due under this Agreement. (h) Each Party shall keep and shall require its Affiliates to keep complete and accurate records in connection with the purchase, use and/or sale by or for it of the Products hereunder in sufficient detail to permit accurate determination of all amounts necessary for calculation and verification of all payment obligations set forth in this Article 6. Except as otherwise set forth in this Section 6.5, any required payments under this Section 6.5 shall be due and payable on the date the applicable report is payment was due. Without limiting any Party’s remedies hereunder, in the event payments required to be made under this Section 6.5 are not made on or prior to the required payment date, the amount of the late payment shall bear interest at the Prime Rate commencing on the date such payment is due until such date as the payment is made. “Prime Rate” for purposes of this Section 6.5 or Section 6.6 shall mean the prime rate of Citibank, N.A. in New York, New York as published in the Wall Street Journal computed on a daily basis and shall change when and as the Prime Rate changes.