Common use of Reports and Payments Clause in Contracts

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

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

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

Reports and Payments. a. Beginning on the date of first sale, rental or lease of Licensed Products, On or before the last business day of January, April, July, and October of each calendar year in which the Company owes royalties in accordance with section 3(a)(ii)of this Agreement, the Company Multicell shall submit to Columbia a written report with respect to the preceding calendar quarter (the “"Payment Report”") stating separatelystating: (i) Net Sales received made by the Company and Multicell or any Affiliate during such quarter; (ii) In the case of transfers of Licensed Products to an Affiliate by the Company Multicell for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company Multicell to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) Amounts accruing to, and received by, the Company from its Net Sales by Sublicensees during such quarter; (iv) Net Sales by Amounts accruing to, and received by, Multicell from its Sublicensees during such quarter; and (v) A calculation under Section 3 of the amounts due to Columbia under section 3Columbia, making reference to the applicable subsection thereof. b. Simultaneously with Within thirty (30) days of the submission of each Payment Report, the Company Multicell shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia All amounts shall be entitled to receive payment of the royalty set forth paid in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable United States Dollars. Checks shall be drawn to the Company or an Affiliate, provided that so long as a Sublicense provides for account of The Trustees of Columbia University in the payment City of royalties New York. Payments and Payment Reports shall be mailed to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are madeaddress: Columbia Innovation Enterprises - Finance ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee.▇▇ ▇▇▇▇▇-▇▇▇▇ c. The Company Multicell shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, but in any case no less than 24 hours, such books and records shall be open to inspection and copyinginspection, no more than once per year, during usual business hours, by an independent certified public accountant to whom the Company Multicell has no reasonable objection, for two years after the calendar quarter to which they pertain, for the sole purposes of verifying the accuracy of the amounts paid by the Company Multicell under this Agreement. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulation.

Reports and Payments. a. Beginning on the date of first sale, rental or lease of Licensed Products, On or before the last business day of January, April, July, and October of each year in which the Company owes royalties in accordance with section 3(a)(ii)of this Agreement, the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separatelystating: (i) Net Sales received made by the Company and any Sublicensee and/or Affiliate during such quarter; (ii) In the case of transfers of Licensed Products to an Affiliate or Sublicensee by the Company for sale, rental, or lease of such Licensed Products by the Affiliate or Sublicensee to third parties, Net Sales by the Company to the Affiliate Affiliate, or Sublicensee and Net Sales by the Affiliate Affiliate, or Sublicensee to third parties during such quarter; (iii) Amounts accruing to, and received by, the Company from its Sublicensees during such quarter;; and/or (iv) Net Sales by Sublicensees during such quarter; andFor the avoidance of doubt, in the event a product is sold for both diagnostic purposes and therapeutic purposes, then both the payments under Sections 3c(i) and 3(c)(ii) are due. (v) A calculation under Section 3 of the amounts due to Columbia under section 3Columbia, if any, making reference to the application subsection thereof. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive payment of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreement. d. Columbia agrees . If such independent accountant determines that all information contained in the Payment Reports rendered Company has underpaid royalties by Company pursuant to this Section five percent (5%) or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose to Columbia or any other party any information relating to the business of Company, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company more with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose respect to any third party any information that calendar quarter, Company will pay the Company has designated costs and expenses incurred by Columbia in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulationconnection with such inspection and copying.

Reports and Payments. a. Beginning on the date of first sale, rental or lease of Licensed Products, On or before the last business day of January, April, July, and October each calendar quarter of each year Annual Period of this Agreement in which the Company owes royalties in accordance with section 3(a)(ii)there has been a commercial sale of a Licensed Product or receipt of consideration from a Technology and/or Collaborative Sublicensee, the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “"Payment Report”") stating separatelystating: (i) i. Company Net Sales received by the Company and any Affiliate during such quarter; (ii) . In the case of transfers of Licensed Products by the Company to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) . Amounts accruing to, and received by, the Company from its Technology Sublicensees during such quarter; (iv) . Technology Sublicensees' Net Sales by Sublicensees during such quarter; and (v) v. A calculation of the amounts due to Columbia under section 3Columbia, making reference to the application of each subsection thereof. b. Simultaneously with the submission of each Payment Report, the Company CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PROVISIONS HAVE BEEN OBSCURED. shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia Payment shall be entitled to receive payment of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties by check payable to The Trustees of Columbia University in the Company or an Affiliate, provided that so long as a Sublicense provides for the payment City of royalties New York and sent to the Company following address: Columbia Innovation Enterprise Science and Technology Ventures General Post Office P.O. Box 29944 New York, NY 10087-9944 or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee.▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇r. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two three years after the calendar quarter to which they pertainpertain (but not more than once per year), for purposes of verifying the accuracy of the amounts paid by the Company under this Agreement. d. Columbia agrees . In the event that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. The accountant shall not disclose such review reveals that any payment to Columbia or any other party any information relating to the business of Companywas understated by more than 5%, except to the extent that such information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to shall pay, within ten days after demand by Columbia, the business reasonable cost of Company provided to Columbia pursuant to this Section, except as required by any applicable law or regulationsuch review.