Common use of Reports and Records Clause in Contracts

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for three (3) years following the end of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company TARGACEPT shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor UKRF by way of royalty as aforesaid. Said books of account shall be kept at the Company's TARGACEPT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three five (35) years following the end of the calendar year to which they pertain, for to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an auditor selected accountant employed by the Licensor, except one to whom the Company has reasonable objectionUKRF, for the purpose of verifying the Company's TARGACEPT’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty TARGACEPT, within thirty (6030) days from the end after June 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UKRF true and accurate reports, giving such particulars of the business conducted by the Company TRAGACEPT during the preceding quarter six-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced xxxxxxxx for Licensed Products and Licensed Processes used, leased or Product sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 (c) Deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6.5.2; 5.2.4 (d) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.due; 5.2.5 (e) Names and addresses of all sublicensees and Affiliates of the Company.TARGACEPT; and 5.2.6 On an annual basis(f) Annually, the Company's year-end audited TARGACEPT’s certified financial statementsstatements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such quarterly report submitted, the Company TARGACEPT shall pay to the Licensor UKRF the royalties due and payable under this Agreement. If no royalties shall be due, the Company TARGACEPT shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidJOHNX XXXKXXX xxxeunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate Division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of JOHNX XXXKXXX xx its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess . 5.2 Commencing with the first commercial sale of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month perioda Licensed Product, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royaltiesLICENSEE, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after March 31, June 30, September 30 and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete JOHNX XXXKXXX xxxe and accurate reports, giving such particulars of the business conducted by the Company LICENSEE, its Subsidiaries and its sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and sold. (b) Total billxxxx xxx Licensed Products sold. (c) Accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 (d) Deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 (e) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4due. 5.2.5 (f) Names and addresses of all sublicensees of LICENSEE. Where reasonably practical, LICENSEE shall, to the best of its knowledge, subcategorize the Licensed Products sold so as to assign the royalties paid to individual patent(s) of Appendix A. Such subcategorization shall be for JOHNX XXXKXXX xxxinistrative purposes only and Affiliates shall in no way affect any obligations of any part or the Company. 5.2.6 On amounts of royalties to be paid under this Agreement. Until there has been a first commercial sale of a Licensed Product, the LICENSEE shall give an annual basis, the Companyreport of LICENSEE's year-end audited financial statementsefforts to achieve a first commercial sale. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor the JOHNX XXXKXXX xxx royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate * the subject prime rate in effect at Bank of a bona fide dispute shall accrue interest from America on the due date until paid, at date. The payment of such interest shall not foreclose JOHNX XXXKXXX xxxm exercising any other rights it may have as a rate equal to consequence of the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayments. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at the CompanyLICENSEE's principal place of business and shall be maintained in accordance with generally accepted accounting principles (GAAP). Said books and the supporting data shall be open up to twice per year open, upon reasonable notice to the CompanyLICENSEE and no more than twice per calendar year, for three five (35) years following the end of the calendar year to which they pertain, for inspection by the PRINCETON Internal Audit Division and/or by an auditor selected independent certified public accountant employed by the LicensorPRINCETON, except one to whom the Company which LICENSEE has no reasonable objection, for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period. 5.2 LICENSEE, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from after the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete PRINCETON true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, LICENSEE or its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced received for Licensed Products and Licensed Processes used, leased or sold, sold by or for the Company, its Affiliates or any sublicensees.LICENSEE; 5.2.3 (c) Deductions applicable as provided in computed "the definition of Net Sales" as defined in Paragraph 1.6.Revenues; 5.2.4 (d) Total royalties due to PRINCETON based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.Revenues of LICENSEE; 5.2.5 (e) Names and addresses of all sublicensees of Patent Rights of LICENSEE, and Affiliates the applicable royalty rates for each sublicense; (f) Net Ancillary Product Royalties received by LICENSEE from sublicensees where the royalty rate to LICENSEE is (i) 10% or more; (ii) 5% or more but less than 10%; (ii) 5% or more but less than 10%; and (iii) less than 5%; (g) Total royalties due to PRINCETON based on Net Ancillary Product Royalties of the Company.LICENSEE; 5.2.6 (h) On an annual basis, the CompanyLICENSEE's year-end audited financial statementsannual report. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor PRINCETON the royalties due and payable under this AgreementLicense Agreement provided that no payment to PRINCETON shall be payable in the event that the remittance of royalties from foreign countries to the accounts of LICENSEE in the United States shall be blocked by exchange controls in foreign countries, which exchange controls are beyond the control of LICENSEE. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year inspection on behalf of UFRFI upon reasonable notice during reasonable business hours to the Company, for three (3) years following the end of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, extent necessary for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an Such inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection be made not more than often than once each calendar year at the time expense of UFRFI by a Certified Public Accountant appointed by UFRFI and to whom LICENSEE has no reasonable objection. LICENSEE shall not be required to retain such records for more than five (5) years after the Company pays the unreported royalties, including close of any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissioncalendar half-year. 5.2 Within sixty LICENSEE, within forty-five (6045) days from the end after June 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UFRFI true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter six-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following:; 5.2.1 All (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced (b) total xxxxxxxx for Licensed Products and sold. (c) accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions (d) deductions applicable as provided in computed "Net Sales" as defined in Paragraph 1.6Paragraphs 1.5 and 1.13. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4(e) total royalty due. 5.2.5 Names (f) names and addresses of all sublicensees and Affiliates of the CompanyLICENSEE. 5.2.6 On an annual basis(g) A progress report on patent filings in each country, including the Company's year-end audited financial statementsserial number, name of patent application, name of inventors and status of each patent application covering Licensed Products or Licensed Processes. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due The royalty payments, license fees, and that are not reimbursement for patent-related expenses set forth in this Agreement shall, if overdue, bear interest until payment at the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime monthly rate of Citibank, N.A., plus two one percent (21%). The payment of such interest shall not foreclose UFRFI from exercising any other rights it may have as a consequence of the lateness of any payment. 5.5 The Company agrees to forward to On or before the Licensor semi-annually a copy sixtieth (60th) day following the close of any reportLICENSEE's fiscal year, which is in substance similar to LICENSEE shall provide UFRFI with an audited financial statement for the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespreceding fiscal year. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at the Company's LICENSEE’S principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’S royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Five Percent ($***) or *** percent (***5%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to LICENSOR’S detriment, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company LICENSEE shall deliver to the Licensor complete LICENSOR true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter LICENSEE and its SUBLICENSEES under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder. These. : a. before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and b. after the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. 5.3 These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes useda. number of LICENSED PRODUCTS manufactured, leased and sold by and/or for LICENSEE and all SUBLICENSEES; b. accounting for all LICENSED PROCESSES used or soldsold by and/or for LICENSEE and all SUBLICENSEES; c. accounting for NET SALES, by or for noting the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6.; 5.2.4 Total d. Royalties due under Paragraph 4.1(c); e. Running Royalties due under Paragraph 4.1(d); f. royalties due based on Net Sales by or for the Companyother payments from SUBLICENSEES and assignees under paragraph 4.1(e), its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.and (f); 5.2.5 Names g. total royalties due; h. names and addresses of all sublicensees and Affiliates SUBLICENSEES of LICENSEE; i. Copies of all sublicenses executed; j. the Companyamount spent on product development; and k. the number of full time equivalent employees working on the LICENSED TECHNOLOGY. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.4 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.5 On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE’S fiscal year, LICENSEE shall accrue interest from provide LICENSOR with LICENSEE’S consolidated financial statements for the due date until paidpreceding fiscal year including, at a rate equal to minimum, a balance sheet and an income statement. Certified financial statements shall be provided after the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiescompany goes public. 5.6 The Licensor agree to hold amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate Two Percent (2%) above the prime rate in confidence each report delivered by effect at the Company pursuant to this Article 5 until Chase Manhattan Bank (N.A.) or its successors on the termination due date. The payment of this Agreementsuch interest shall not foreclose LICENSOR from exercising any other rights it may have as a consequence of the lateness of any payment. 6.1 LICENSOR shall diligently prosecute and maintain PATENT RIGHTS with legal counsel of its choice, after consultation with LICENSEE. Notwithstanding LICENSOR shall provide LICENSEE with copies of all relevant documentation and keep LICENSEE informed and apprized of the foregoing, the Licensor may disclose continuing prosecution. LICENSEE shall keep any such documentation and information required confidential. 6.2 LICENSEE shall pay in advance (Total to be disclosed pursuant forthcoming but approximately $12K — $15K) for patent expenses already incurred by LICENSOR. Further LICENSEE shall pay in advance an amount estimated by patent counsel for each step in the patent process to include all costs and legal fees incurred by LICENSOR in the preparation, prosecution and maintenance of PATENT RIGHTS, including without limitation, any judicialtaxes on such patent rights, administrative however, LICENSEE shall have the right to: a. to receive copies of all patent correspondence; b. to solicit, review and approve estimates and final xxxxxxxx from said patent attorneys for the above listed services; c. to review and provide comment on all correspondence from and all applications and draft responses to the patent office; d. to select the foreign countries in which patent applications shall be filed, prosecuted, and maintained, provided, however, that LICENSOR, at its own cost and expense, shall have the right to file, prosecute, maintain, and license patent applications/patents in a foreign country or governmental requestcountries in which LICENSEE does not elect to file; e. to elect whether and when to file divisionals, subpoenacontinuations, requirement and continuations-in-part provided, however, that LICENSOR, at its own cost and expense, shall have the right to file, prosecute, maintain, and license said divisionals, continuations, and continuations-in-part if LICENSEE does not elect to file said divisionals, continuations, and/or continuations-in-part, in which case LICENSEE shall have no license rights or orderotherwise to those patents. 6.3 Except at otherwise provided herein, provided that payment of all fees and costs relating to the Licensor takes reasonable steps filing, prosecution and maintenance of the PATENT RIGHTS shall be the responsibility of LICENSEE, whether such fees and costs were incurred before or after the EFFECTIVE DATE. LICENSEE shall pay such fees and costs to provide LICENSOR within thirty (30) days of invoicing; late payments shall accrue interest and shall be subject to Paragraph 5.6. 6.4 In the Company with event the opportunity PATENT RIGHTS are licensed to contest such requestan independent third party for a different field of use, subpoenaLICENSEE’S will subsequently be responsible only for its pro-rata share of patent prosecution expenses as described in this Section 6. For example, requirement or orderif the total number of Licensees for PATENT RIGHTS is two, LICENSEE shall be obligated to pay 1/2 of all patent expenses.

Reports and Records. 5.1 The Company ACORDA shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to AERES and the Licensor by way accuracy of royalty as aforesaidthe reports made to AERES hereunder. Said books of account Such records shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, retained by ACORDA for three (3) years following the end of the calendar year to which they pertain. If so requested by AERES, for inspection abstracts thereof shall be made by an auditor selected independent, certified public accountant appointed by AERES, all at the Licensorexpense of AERES, except one to whom in the Company has reasonable objection, for event that the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess results of the greater audit reveal a discrepancy to be corrected in AERES’s favour of *** dollars five percent ($***5%) or *** percent (***%) of royalties payable for any twelve (12) month periodmore, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 audit fees shall be due within sixty (60) days of the date the Licensor provides the Company notice of the paid by ACORDA. Any such discrepancies will be promptly corrected by a payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionor refund as appropriate. 5.2 Within sixty ACORDA, within ninety (6090) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar yearyear after Commercial Introduction, the Company shall deliver to the Licensor complete AERES true and accurate reports, giving such particulars of the business conducted by the Company ACORDA, its Affiliates and Licensees during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed (a) number of Products and Licensed Processes used, leased or sold, by or ; (b) total xxxxxxxx for the Company, its Affiliates or any sublicensees.Products sold on a country-by-country basis; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.(c) deductions applicable as provided in Article 1.8; 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6.(d) total royalties due; 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (e) names and addresses of all sublicensees Affiliates and Affiliates Licensees of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsACORDA under this Agreement. 5.3 With each such quarterly report submitted, the Company ACORDA shall pay to the Licensor AERES the royalties due and payable under this Agreement. If no royalties shall be due, the Company ACORDA shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not The royalties due shall be paid when due by ACORDA to AERES in Pounds Sterling (UK£) and that are not the subject of shall be remitted to a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%)bank designated in writing by AERES. 5.5 If a sum payable under this Agreement shall be overdue for thirty (30) days, ACORDA shall pay AERES interest on the sum outstanding at the rate of six percent (6%) per annum above the base rate of the Royal Bank of Scotland plc applying and calculated on a daily basis from the date that payment became due in respect of said sum; provided however, that if such interest rate shall be in excess of that allowed by applicable law, then the highest rate permitted by law shall apply. The Company agrees to forward to payment of such interest shall not foreclose AERES from exercising any other rights it may have a consequence of the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company Ixion shall keep full, true true, and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at the CompanyIxion's principal place of business or the principal place of business of the appropriate division of Ixion to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of UFRFI or its agents at UFRFI's expense for the purpose of verifying the CompanyXxxxx's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionstatements. 5.2 Within sixty (60) Ixion, within 45 days from the end after March 31, June 30, September 30, and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UFRFI true and accurate reports, giving such particulars of the business conducted by the Company Ixion and its sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 Total amounts invoiced (b) total xxxxxxxx for Licensed Products and sold; (c) an accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 Deductions (d) deductions applicable in computed "to a determination of Net Sales" as defined in Paragraph 1.6.; 5.2.4 Total (e) total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.due; 5.2.5 Names (f) names and addresses of all sublicensees and Affiliates of the Company.Ixion; and 5.2.6 On an annual basis, the Company's year-end audited financial statements(g) a report on any patent extensions sought pursuant to section 6.1 hereof. 5.3 With each such quarterly report submitted, the Company Ixion shall pay to the Licensor UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, the Company Ixion shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due On or before the 90th day following the close of Ixion's fiscal year, Ixion shall provide UFRFI with Ixion's year-end balance sheet and that are not an operating statement for the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the preceding fiscal year then prevailing prime rate of Citibank, N.A., plus two percent (2%)ended. 5.5 The Company agrees to forward to royalty payments, license fees, and reimbursement for patent- related expenses set forth in this Agreement shall, if overdue, bear interest until payment at the Licensor semi-annually monthly rate of 1.0%. The payment of such interest shall not foreclose UFRFI from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at the Company's LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of M.I.T. or its agents for the purpose of verifying the Company's LICENSEE’s royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Ten Percent ($***) or *** percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to M.I.T.‘s detriment, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the reasonable cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company LICENSEE shall deliver to the Licensor complete M.I.T. true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter LICENSEE and its sublicensees under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder: a. before the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, annually, on January 31 of each year; and b. after the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. These. These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, a. money raised pursuant to paragraph 4.4.3.2; 5.2.5 Names b. number of LICENSED PRODUCTS manufactured, leased and addresses sold by and/or for LICENSEE and all SUBLICENSEES; c. accounting for all LICENSED SERVICES sold by and/or for LICENSEE and all SUBLICENSEES and all MEDICAL SERVICE PROVIDERS; d. accounting for NET SALES, noting the deductions and credits applicable as provided in Paragraphs 1.16 and 6.3, accounting for OTHER REVENUE; e. Running Royalties due under Paragraph 4.l(d), (e), and (f); f. payments on MILESTONE PAYMENTS due under Paragraph 4.1 (g); g Share of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, lump sum type payment received from any sublicensee SUBLICENSEES and other documents received from any sublicensee as the Licensor may reasonably requestMEDICAL SERVICE PROVIDERS due under Paragraph 4.1(h), as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.(i) and (j);

Reports and Records. 5.1 The Company 6.1 LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar license year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars ($***) or *** than ten percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in re- porting to LICENSOR's detriment, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the full cost of such inspection. 6.2 Before the inspection at first commercial sales of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall submit the time reports due under Paragraph 3.1 (a) on December 31st of each year. After the Company pays the unreported royaltiesfirst commercial sales of a LICENSED PRODUCT or LICENSED PROCESS, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due LICENSEE, within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after March 31, June 30, September 30 and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31, of each quarter of each calendar license year, the Company shall deliver to the Licensor complete LICENSOR true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products (a) number of LICENSED PRODUCTS manufactured and Licensed Processes usedsold by LICENSEE and all sublicensees; and if multiple patents or patent applications are contained in Patent rights, leased which of the patents or sold, patent applications apply to each LICENSED PRODUCT; (b) total billings for LICENSED PRODUCTS sold by LICENSEE and axx xxxxxcensees; each distinct product or model number separately accounted for (c) accounting for the Company, its Affiliates all LICENSED PROCESSES used or any sold by LICENSEE and all sublicensees.: 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions (d) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6.1.5; 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (e) names and addresses of all sublicensees and Affiliates of the CompanyLICENSEE. 5.2.6 6.3 On an annual basisor before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide LICENSOR with LICENSEE's certified financial statements for the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a Balance Sheet and an Operating Statement. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 4.1 Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose purposes of showing the amounts amount payable to the Licensor by way of royalty under this Agreement as aforesaid. Said books of account shall be kept at the CompanyLicensee's principal place of business or the principal place of business of the appropriate subsidiary of Licensee to which this Agreement directly relates. Said books and the supporting data shall be open up to twice per year upon at reasonable notice to the Companybusiness times, for three (3) * * * years following the end of the calendar year to which they pertain, for inspection to inspection, no more frequently than *** times per year, by an auditor selected independent certified public accountant retained by the Licensor, except one to whom the Company has reasonable objectionat Licensor's expense, for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter 4.2 Licensee, within * * * after * * * and * * * of each calendar year, the Company year shall deliver to the Licensor complete true and accurate reports, giving such particulars of the business conducted by the Company Licensee during the preceding quarter * * * period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These reports shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced xxxxxxxx and receipts for Licensed Products and sold; (c) Accounting for all the Licensed Processes used, leased Process(es) used or sold, by or ; (d) Allowable deductions; (e) Total royalties due; and (f) List prices for the Company, its Affiliates or any sublicenseesLicensee's products during such * * * period; customer sales literature distributed during such * * * period and press releases distributed during such * * * period. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 4.3 With each such quarterly report submitted, the Company Licensee shall pay to the Licensor the royalties then due and payable under this Agreement. If no royalties payments shall be due, the Company Licensee shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any so report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.* * * Confidential Treatment Requested

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount due and payable to the Licensor by way of royalty BRANDEIS as aforesaid, and the amounts spent pursuant to Paragraph 3.1 of this Agreement. Said books of account and the supporting data shall be kept at the Company's LICENSEE’s principal place of business or the principal place of business of the appropriate SUBSIDIARY of LICENSEE to which this Agreement directly relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three (3) years following the end of the calendar year to which they pertain, for to the inspection of the BRANDEIS Internal Audit Division and/or an independent certified public accountant retained by an auditor selected BRANDEIS and/or a certified public accountant employed by the Licensor, except one to whom the Company has reasonable objectionBRANDEIS, for the purpose of verifying the Company's at BRANDEIS’ expense LICENSEE’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess Auditing of the greater LICENSEE books and supporting data by a representative of *** dollars BRANDEIS can occur during normal business hours upon thirty ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (6030) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionwritten request. 5.2 Within sixty LICENSEE, within thirty (6030) days from the end after June 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete BRANDEIS true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter six-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or (a) List of LICENSED PRODUCTS sold, by or for the Company, its Affiliates or any sublicenseeswith their weight percentage of oil and/or fat. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or (b) Quantity (weight) of LICENSED PRODUCT(S) sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(c) Total fees and royalties due from all sales, uses and sublicenses. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 (d) Names and addresses of all sublicensees and Affiliates SUBLICENSEES of the CompanyLICENSEE. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of M.I.T. or its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Ten Percent ($***) or *** percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to M.I.T.'s detriment, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company LICENSEE shall deliver to the Licensor complete M.I.T. true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter LICENSEE and its sublicensees under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder: Confidential materials omitted and filed separately with the Securities and Exchange Commission. TheseAsterisks denote omissions. a. before the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICES, annually, on January 31 of each year; and b. after the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICES, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes useda. number of LICENSED PRODUCTS manufactured, leased and sold by and/or for LICENSEE and all sublicensees; b. accounting for all LICENSED PROCESSES and/or LICENSED SERVICES used or soldsold by and/or for LICENSEE and all sublicensees; c. accounting for NET SALES, by or for noting the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6.1.5; 5.2.4 Total d. Running Royalties due under Paragraph 4.1(c); e. royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to other payments from sublicensees under paragraph 4.4.4.1(d); 5.2.5 Names f. total royalties due; and g. names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLICENSEE. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE's fiscal year, LICENSEE shall accrue interest from provide M.I.T. with LICENSEE's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a balance sheet and an income statement. 5.5 The Company agrees to forward to amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate [**] Percent ([**]%) above the Licensor semi-annually prime rate in effect at the Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee payment. Confidential materials omitted and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company filed separately with the opportunity to contest such request, subpoena, requirement or orderSecurities and Exchange Commission. Asterisks denote omissions.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year at all reasonable times and upon reasonable notice to the Company, for three (3) years following the end of the calendar year to which they pertain, for to the inspection of a certified public accountant designated by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, M.I.T. for the sole purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other other-respects with this License Agreement. If an inspection shows an under reporting . 5.2 Prior to the year in which LICENSEE makes the first commercial sale of a LICENSED PRODUCT or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month periodLICENSED SERVICE, then the Company LICENSEE shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due deliver yearly reports to M.I.T. within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from after the end of each quarter of each calendar year, year giving the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter under this License Agreement as year which are pertinent. After the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE such reports shall be delivered quarterly within sixty (60) days after the end of each calendar quarter for the preceding quarter. All such reports shall give particulars of the business pertinent to a royalty accounting hereunder. These. shall include under this Agreement, including at least the followinga minimum: 5.2.1 All Licensed Products (a) number of LICENSED PRODUCTS and Licensed Processes usedLICENSED SERVICES manufactured and sold by LICENSEE and all sublicensees; (b) total xxxxxxxx for LICENSED PRODUCTS and LICENSED SERVICES sold by LICENSEE and all sublicensees; (c) revenue received from sublicensees for LICENSED PRODUCTS and LICENSED SERVICES; (d) deductions applicable as provided in Paragraph 1.6 hereof, leased or sold, by or for Confidential materials omitted and filed separately with the Company, its Affiliates or any sublicenseesSecurities and Exchange Commission. Asterisks denote omissions. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.(e) total royalties due; and 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (f) names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLICENSEE. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE's fiscal year, LICENSEE shall accrue interest from provide M.I.T. with LICENSEE's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a Balance Sheet and an Operating Statement. 5.5 The Company agrees to forward to royalty payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest until payment at a per annum rate [**] percent ([**]%) above the Licensor semi-annually prime rate in effect at the Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at the Company's LICENSEE’S principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, UFRFI or its agents for the purpose of verifying the Company's LICENSEE’S royalty statement or compliance in other respects with this License Agreement. 5.2. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month periodLICENSEE, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after March 31, June 30, September 30 and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UFRFI true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter proceeding three-month period under this License Agreement agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) numbers of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced (b) total xxxxxxxx for Licensed Products sold. (c) itemized list of sublicenses sold and amounts. (d) accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(e) total royalties and fees due. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (f) names and addresses of all sublicensees and Affiliates of the CompanyLICENSEE. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor UFRFI the royalties due and payable under this Agreement. If no royalties shall be are due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.4. On or before the subject one hundredth (100th) day following the close of a bona fide dispute LICENSEE’S fiscal year, LICENSEE shall accrue interest from provide UFRFI with LICENSEE’S certified financial statements for the due date until paidpreceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 5.5. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to of four percent (4%) above the then prevailing prime rate in effect at the Chase Manhattan Bank (N.A.) or any successor on the due date. The payment of Citibank, N.A., plus two percent (2%)such interest shall not foreclose UFRFI from exercising any other rights it may have as a consequence of the lateness of payment. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at the Company's LICENSEE’S principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’S royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Five Percent ($***) or *** percent (***5%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to LICENSOR’S detriment, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company LICENSEE shall deliver to the Licensor complete LICENSOR true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter LICENSEE and its SUBLICENSEES under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder. These. : a. before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and b. after the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. 5.3 These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used: a. number of LICENSED PRODUCTS manufactured, leased and sold by and/or for LICENSEE and all SUBLICENSEES; b. accounting for all LICENSED PROCESSES used or soldsold by and/or for LICENSEE and all SUBLICENSEES; c. accounting for NET SALES, by or for noting the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 Total ; d. Royalties due under Paragraph 4.1(c); e. Running Royalties due under Paragraph 4.1(d); f. royalties due based on Net Sales by or for the Companyother payments from SUBLICENSEES and assignees under paragraph 4.1(e), its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and (f); g. total royalties due; h. names and addresses of all sublicensees SUBLICENSEES of LICENSEE; i. Copies of all sublicenses executed; j. the amount spent on product development; and Affiliates k.. the number of full time equivalent employees working on the CompanyLICENSED TECHNOLOGY. 5.2.6 On 5.4 Each report shall specify the University File number and/or the patent(s) or patent application(s) that apply to the LICENSED PRODUCTS and LICENSED PROCESSES being reported. Reports shall be signed by an annual basis, officer of LICENSEE (or the Company's year-end audited financial statements. 5.3 officer’s designee). With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and fees due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.5 On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE’S fiscal year, LICENSEE shall accrue interest from provide LICENSOR with LICENSEE’S consolidated financial statements for the due date until paidpreceding fiscal year including, at a rate equal to minimum, a balance sheet and an income statement. Certified financial statements shall be provided after the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiescompany goes public. 5.6 The Licensor agree to hold amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate Two Percent (2%) above the Federal Reserve Board prime rate in confidence each report delivered by effect. The payment of such interest shall not foreclose LICENSOR from exercising any other rights it may have as a consequence of the Company pursuant to this Article 5 until the termination lateness of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or orderpayment.

Reports and Records. 5.1 The Company Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidhereunder. Said books of account shall be kept at the CompanyLicensee's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon reasonable notice to the Company, during normal working hours for three five (35) years following the end of the calendar fiscal year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of Licensor or its agents for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars ($***) or *** than ten percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to Licensor's detriment, then Licensee agrees to pay the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end after March 31 of each quarter of each calendar year, the Company Licensee shall deliver to the Licensor complete true and accurate reports, giving such particulars of the business conducted by the Company Licensee and its sublicensees during the preceding quarter twelve- month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These reports shall include at least the following: 5.2.1 All (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, sold by or for the Company, its Affiliates or any sublicensees.Licensee and all sublicensees in Territory; 5.2.2 Total amounts invoiced (b) total xxxxxxxx for Licensed Products sold by Licensee and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any all sublicensees.; 5.2.3 Deductions (c) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6.1.5; 5.2.4 Total (d) royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.additional payments from sublicensees under Paragraph 3.1(b); 5.2.5 Names (e) total royalties due; and (f) names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLicensee. 5.3 With each such quarterly report submitted, the Company Licensee shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company Licensee shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when The royalty payments set forth in this Agreement and amounts due and that are not the subject of a bona fide dispute shall accrue under Section 6 shall, if overdue, bear interest from the due date until paid, payment at a per annum rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 ) above the prime rate in effect at the Bank of Canada on the due date. The Company agrees to forward to payment of such interest shall not foreclose Licensor from exercising any other rights it may have as a consequence of the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company IPSOGEN shall keep fullmaintain and cause its Affiliate(s) to maintain true, true accurate and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to the Licensor by way under Article 4 hereof for a period of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for three least five (35) years following the end period of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as each report required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the CommissionSection 5.2 below. 5.2 Within sixty (60) days from After the end first commercial sale of each quarter of each calendar yearthe Products, the Company IPSOGEN shall deliver to the Licensor complete XENOMICS each year true and accurate reports, giving such particulars of the business conducted by the Company IPSOGEN and its Affiliate(s) during the preceding quarter year under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed (a) number of the Products sold by IPSOGEN and Licensed Processes used, leased or sold, by or its Affiliate(s); (b) total sales amounts invoiced to customers for the Company, Products sold by IPSOGEN and its Affiliates or any sublicensees.Affiliate(s); 5.2.2 Total (c) deductions applicable as provided in Section 1.5; (d) total royalties due; and (e) amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementswithholding taxes. 5.3 With each Said books and records shall be kept at IPSOGEN’s and/or its Affiliate(s) principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for inspection and copying by an independent certified public accountant selected by XENOMICS and reasonably acceptable to IPSOGEN and/or its Affiliate(s), upon ten (10) business days advance notice and during regular business hours in order to enable XENOMICS to ascertain the correctness of any report and/or payment made under this Agreement. XENOMICS shall pay the fees and expenses of the accountant engaged to perform the audit, unless such quarterly report submittedaudit reveals an underpayment of five percent (5%) or more for the period examined, in which case IPSOGEN shall pay all reasonable costs and expenses incurred by XENOMICS in the course of making such determination, including, without limitation, the Company fees and expenses of the accountant. 5.4 IPSOGEN shall pay to XENOMICS the Licensor the actual royalties due and payable under this Agreementas provided for in Section 4.1 on a quarterly basis. If no actual royalties shall be are due, the Company IPSOGEN shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any so report, which is in substance similar to and shall make pay the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiesMinimum Royalty Payment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company agrees to update the Licensor at least quarterly as to the Company's activities related to the Invention including, without limitation, the following: (a) the results of any research and development of the Invention conducted by the Company and (b) the Company's efforts to obtain approval from the FDA to market and sell Licensed Products. 5.2 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open available to the Licensor up to twice per year upon reasonable notice to the Company, for three (3) five years following the end of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) 12 month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 5.5 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) 60 days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 5.3 Within sixty (60) 45 days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 5.3.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 5.3.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 5.3.3 Deductions applicable in computed computing "Net Sales" as defined in Paragraph 1.6. 5.2.4 5.3.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4paragraphs 4.2 - 4.3. 5.2.5 5.3.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 5.3.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.4 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 5.5 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 5.6 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and as well as any other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 5.7 The Licensor agree agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company During the term of this Agreement, following the First Commercial Sale, AOI shall keep fulldeliver to Procept a report containing the following information: (i) all Licensed Products or Licensed Processes used, true leased or sold by or for AOI or its Affiliates or sub-sublicensees; (ii) total amounts invoiced for Licensed Product and Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (iii) deductions applicable in computed "Net Sales" as defined in Section 1.5 hereof; (iv) total royalties due based on Net Sales by or for AOI or its Affiliates or sub-sublicensees; (v) names and addresses of sublicensees and Affiliates of AOI; (vi) the amount of Sublicense Revenue received by AOI from any subsublicensee listed on Exhibit C, and (vii) on an annual basis, AOI's year-end financial statements. AOI shall maintain, and shall cause its sub-sublicensees to maintain, complete and accurate books records of account containing all particulars that may be necessary for the purpose of showing the amounts (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to Procept, which records shall contain sufficient information to permit Procept to confirm the Licensor by way accuracy of royalty as aforesaidany reports delivered pursuant to this Section 3.9. Said books of account AOI and its sub-sublicensees shall be kept retain such records relating to a given quarter for at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for least three (3) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year right, at its expense, to which they pertaincause an independent, for inspection by an auditor selected by the Licensor, except one certified public accountant to whom the Company has reasonable objection, inspect such records during normal business hours for the sole purpose of verifying the Company's royalty statement or compliance in other respects with any reports and payments delivered under this License Agreement. If The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this Section reveals an inspection shows an under reporting or underpayment in excess of the greater of *** (i) fifty thousand dollars ($***50,000) or *** and (ii) five percent (***5%) of royalties payable for any twelve (12) month period, then AOI shall bear the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreementsuch audit. All payments required Procept may exercise its rights under this Article 5 Section only once every year and only with reasonable prior notice to AOI. Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due within sixty (60) days maintain the confidentiality of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment such records and filed separately with the Commissionaudits. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company Biomira shall keep full, true and accurate complete books of account containing a record of all particulars that may be data necessary for the purpose determination of showing the amounts payable to the Licensor by way of royalty as aforesaidunder ARTICLE IV hereof. Said books of account records shall be kept at the CompanyBiomira's principal place of business and or the supporting data principal place of business of the appropriate division of Biomira to which this AGREEMENT relates. Said records shall be open up available for inspection by a certified public accountant selected by DFCI and reasonably acceptable to twice per year upon reasonable notice to the Company, Biomira during regular business hours for three (3) years following the end of the calendar year to which they pertain, pertain in order for DFCI to ascertain the correctness of any report and/or payment made under this AGREEMENT. The costs and expenses associated with such inspection shall be borne by DFCI unless such inspection indicates an auditor selected underpayment by the Licensor, except one Biomira amounting to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement [+] or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess more of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for properly due to DFCI, in which case such cost and expenses shall be borne by Biomira. Only one such inspection may be conducted by DFCI in any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 one calendar year. The provisions of this Agreement. All payments required under Section 5.1 shall survive termination of this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the CommissionAGREEMENT. 5.2 Within sixty forty-five (6045) days from the end after December 31 of each quarter year in which this AGREEMENT is in effect, commencing with the year in which the first commercial sale of each calendar yeara Licensed Product made by Biomira, the Company an Affiliate, or a Sublicensee, Biomira shall deliver to the Licensor complete DFCI full, true and accurate reportsreport of its activities and those of its Affiliates and/or Sublicensee(s), giving such particulars of the business conducted by the Company if any, relating to this AGREEMENT during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereundertwelve-month period. These. These reports shall include at least the following: 5.2.1 All (a) Number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced xxxxxxxx for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 (c) Deductions applicable in computed "to a determination of Net Sales" as defined in Paragraph 1.6.; and 5.2.4 (d) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsdue. 5.3 With each such quarterly report submittedreport, the Company Biomira shall pay to the Licensor DFCI the royalties due and payable under this Agreementas provided for in Section 4.5. If no royalties shall be are due, the Company Biomira shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any so report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.[+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by of an independent auditor selected by mutually acceptable to the Licensor, except one to whom the Company has reasonable objectionparties, for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty Beginning with the first Net Sale, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UFRFI true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensee(s) during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced (b) total xxxxxxxx for Licensed Products and sold. (c) accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions (d) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.61.5. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4(e) total royalty due. 5.2.5 Names (f) names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLICENSEE. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required so report. If royalties are reduced according to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.Article

Reports and Records. 5.1 The Company EXACT shall keep fullmaintain true, true accurate and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to under Article 4 hereof for a period of at least four (4) years following the Licensor period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at the Company's EXACT’s principal place of business and the supporting data shall be open up to twice per year upon reasonable notice in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the Companyextent not previously audited, shall be available for inspection by an independent certified public accountant selected by Genzyme (or its licensor of the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the end of the calendar year to which they pertain, for inspection by an auditor selected by pertain in order to enable Genzyme (or its licensor of the Licensor, except one Patent Rights) to whom ascertain the Company has reasonable objection, for the purpose correctness of verifying the Company's royalty statement or compliance in other respects with any report and/or payment made under this License Agreement. If an inspection shows an under reporting or underpayment Such inspections may be conducted no more than once in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month periodperiod and, then except as provided below, shall be conducted at the Company expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall reimburse be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the Licensor case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the cost period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionaccountant. 5.2 Within sixty forty-five (6045) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar yearyear in which this Agreement is in effect, the Company EXACT shall deliver to the Licensor complete Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by the Company its activities relating to this Agreement during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunderthree month period. These. These reports shall include at least the following: 5.2.1 All (a) the total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) the total gross sales of Licensed Products Reagents and Licensed Processes usedKits, leased or soldeach individually, by or on a country-by-country basis during the applicable period; (c) the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the Companyapplicable period, its Affiliates including a detailed listing of the applicable deductions permitted under Sections 1.11 and 1.12 hereof on an item-by-item basis and a detailed explanation of the calculation of Net Service Revenues and Net Sales of any Combination Services or any sublicensees.combination products; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for (d) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total calculation of total royalties due based on Net Sales by or in U.S. dollars, together with the exchange rates used for the Companyconversion, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsextent applicable. 5.3 With each such quarterly report submittedreport, the Company EXACT shall pay to the Licensor Genzyme the royalties due and payable under this Agreementas provided for in Section 4.2. To the extent that royalties for the applicable period are creditable against minimum royalties paid pursuant to Section 4.3 hereof, EXACT shall so report. If no royalties shall be are due, the Company EXACT shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 4.3.1 VGXI shall keep fulldeliver to INO within forty-five (45) days after the end of each CALENDAR QUARTER following the first SALE of INO LICENSED PRODUCTS, true a written report, certified by the chief financial officer or treasurer of VGXI (or an officer of VGXI charged with the duties typically entrusted to the chief financial officer or treasurer of a Delaware corporation), setting forth the calculation of the royalties due to INO under Section 4.1.2 herein for such CALENDAR QUARTER, including, without limitation: 4.3.1.1 Gross consideration for SALES of INO LICENSED PRODUCTS, including all amounts invoiced, billed or received; 4.3.1.2 NET SALES of INO LICENSED PRODUCTS listed by country; 4.3.1.3 Royalties owed to INO, listed by category, including, without limitation, earned, sublicensee-derived, and minimum royalty categories. 4.3.2 VGXI shall pay the royalties due under Section 4.1.2 within forty-five (45) days following the last day of each CALENDAR QUARTER in which the royalties accrue. With royalties, VGXI shall send the report described in Section 4.3. 4.3.3 VGXI shall maintain, and cause its sublicensees to maintain, complete and accurate books of account containing all particulars that may and records which enable the royalties payable under this AGREEMENT to be necessary verified. The records for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account each CALENDAR QUARTER shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, maintained for three (3) years following after the end submission of the calendar year report covering such period. Upon reasonable prior notice to which they pertainVGXI, for inspection by VGXI shall provide INO (or an auditor independent, certified public accounting firm selected by the LicensorINO and reasonably acceptable to VGXI) with access, except one during normal business hours, to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of all books and *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of Certain confidential information in this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which document has been omitted pursuant to an Application a request for Order Granting Confidential Treatment and filed separately with the Commission. 10/06/11 INO-VGX INTERNATIONAL records relating to the SALES of INO LICENSED PRODUCTS by VGXI and its sublicensees to conduct a review or audit of those books and records solely for purposes of verifying royalties paid or due under this AGREEMENT. Access to VGXI’s and sublicensee’s books and records for the applicable period(s) shall be available at least once each CALENDAR YEAR, during normal business hours, during the term of this AGREEMENT and for three years after the expiration or termination of this AGREEMENT. If the audit is performed by an independent, certified public accounting firm selected by INO and reasonably acceptable to VGXI and such auditor determines that VGXI has underpaid royalties by five percent (5%) or more, then VGXI shall pay the costs and expenses of INO and its accountants in connection with their review or audit plus a ten percent (10%) penalty on the underpayment amount, in addition to such underpayment. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver 4.3.4 INO is entitled to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a only one copy of any reportreports under this Section 4.3, which is in substance similar and shall distribute such reports or audit results only to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee such persons as the Licensor may reasonably requestrequire such reports or audit results in order for INO to fulfill its obligations, as may be pertinent to an accounting of royaltiesor enforce its rights, under this AGREEMENT. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’S principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting error in any royalty or underpayment Sublicense Income payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty or Sublicense Income payments, (b) interest on such deficiencies from the date such royalty or Sublicense Income payment was due until the date paid at the rate set forth in Section 4.10 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty or Sublicense Income payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment any purpose other than to determine the correctness of LICENSEE’s royalty and filed separately Sublicense Income statement or compliance in other respects with the Commission.this Agreement 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, or LICENSED SERVICE, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE and its permitted sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty and Sublicense Income accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS manufactured and Licensed Processes used, leased sold by LICENSEE and all sublicensees; b) total xxxxxxxx and the amounts actually received for LICENSED PRODUCTS sold by LICENSEE and all sublicensees; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.8; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statementsprocess, or service type. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and Sublicense Income due and payable under this Agreementfor such three-month period. If no royalties or Sublicense Income shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 4.3.1 VGXI shall keep fulldeliver to INO within forty-five (45) days after the end of each CALENDAR QUARTER following the first SALE of INO LICENSED PRODUCTS, true a written report, certified by the chief financial officer or treasurer of VGXI (or an officer of VGXI charged with the duties typically entrusted to the chief financial officer or treasurer of a Delaware corporation), setting forth the calculation of the royalties due to INO under Section 4.1.2 herein for such CALENDAR QUARTER, including, without limitation: 4.3.1.1 Gross consideration for SALES of INO LICENSED PRODUCTS, including all amounts invoiced, billed or received; 4.3.1.2 NET SALES of INO LICENSED PRODUCTS listed by country; 4.3.1.3 Royalties owed to INO, listed by category, including, without limitation, earned, sublicensee-derived, and minimum royalty categories. 4.3.2 VGXI shall pay the royalties due under Section 4.1.2 within forty-five (45) days following the last day of each CALENDAR QUARTER in which the royalties accrue. With royalties, VGXI shall send the report described in Section 4.3. 4.3.3 VGXI shall maintain, and cause its sublicensees to maintain, complete and accurate books of account containing all particulars that may and records which enable the royalties payable under this AGREEMENT to be necessary verified. The records for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account each CALENDAR QUARTER shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, maintained for three (3) years following after the end submission of the calendar year report covering such period. Upon reasonable prior notice to which they pertainVGXI, VGXI shall provide INO (or an independent, certified public accounting firm selected by INO and reasonably acceptable to VGXI) with access, during normal business hours, to all books and records relating to the SALES of INO LICENSED PRODUCTS by VGXI and its sublicensees to conduct a review or audit of those books and records solely for inspection purposes of verifying royalties paid or due under this AGREEMENT. Access to VGXI’s and sublicensee’s books and records for the applicable period(s) shall be available at least once each CALENDAR YEAR, during normal business hours, during the term of this AGREEMENT and for three years after the expiration or termination of this AGREEMENT. If the audit is performed by an auditor independent, certified public accounting firm selected by the Licensor, except one INO and reasonably acceptable to whom the Company VGXI and such auditor determines that VGXI has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars underpaid royalties by five percent ($***5%) or *** more, then VGXI shall pay the costs and expenses of INO and its accountants in connection with their review or audit plus a ten percent (***10%) penalty on the underpayment amount, in addition to such underpayment. 4.3.4 INO is entitled to only one copy of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required reports under this Article 5 Section 4.3, and shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment duedistribute such reports or audit results only to such persons as may reasonably require such reports or audit results in order for INO to fulfill its obligations, or enforce its rights, under this AGREEMENT. *** Represents material which Certain confidential information in this document has been omitted pursuant to an Application a request for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting error in any royalty or underpayment Sublicense Income payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty or Sublicense Income payments, (b) interest on such deficiencies from the date such royalty or Sublicense Income payment was due until the date paid at the rate set forth in Section 4.12 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty or Sublicense Income payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment any purpose other than to determine the correctness of LICENSEE’s royalty and filed separately Sublicense Income statement or compliance in other respects with the Commissionthis Agreement. 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE and its permitted sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty and Sublicense Income accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS and Licensed Processes used, leased ACT ANIMAL CELL LINES manufactured and sold by LICENSEE and all sublicensees; b) total xxxxxxxx and the amounts actually received for LICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.9; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statementsprocess, or service type. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and Sublicense Income due and payable under this Agreementfor such three-month period. If no royalties or Sublicense Income shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company FIBROGEN shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor LICENSOR by way of royalty as aforesaid. Said books of account shall be kept at the CompanyFIBROGEN's principal place of business or the principal place of business as of the appropriate division of FIBROGEN to which this Agreement relates. Said books and the supporting data shall be open up to twice at all reasonable times, but not exceeding [ * ] per year upon reasonable notice to the Companycalendar year, for three (3) years following the end of the calendar year to which they pertain, for to the inspection of LICENSOR and/or an independent certified public accountant retained or employed by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, LICENSOR for the purpose of verifying the CompanyFIBROGEN's royalty statement or compliance in other respects with this License Agreementpayment statement. If an inspection shows an under reporting Such Accountant or underpayment in excess Accounting Firm shall not disclose to LICENSOR any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the greater of *** dollars ($***) Certified Public Accountant or *** percent (***%) Accounting Firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals underpayment of royalties payable for any twelve by an amount more than ten (1210) month periodpercent, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 such audit shall be due paid by FIBROGEN. 5.2 FIBROGEN, within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after March 31, June 30, September 30, and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter three month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) all Licensed Products Product(s) manufactured and sold; (b) total bxxxxxxx for Licensed Processes used, leased Product(s) sold; 153205134 v1 (c) accounting for all the Licensed Process(es) used or sold, by or for ; (d) deductions applicable as provided in the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "definition of Net Sales" as defined in Paragraph 1.6.; 5.2.4 Total (e) Net Royalties paid FIBROGEN, if relevant to the calculations of royalties to be paid to LICENSOR; (f) royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.LICENSOR; and 5.2.5 Names (g) names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementssublicensees. 5.3 With each such quarterly report submitted, the Company FIBROGEN shall pay to the Licensor LICENSOR the royalties due and payable under this Agreement. If It no royalties shall be due, the Company FIBROGEN shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue The royalty payments sat forth in this Agreement shall, if overdue, bear interest from the due date until paid, payment at a [ * ] rate equal to per annum. The payment of such interest shall not foreclose LICENSOR from exercising any other rights it may have as a consequence of the then prevailing prime rate lateness of Citibank, N.A., plus two percent (2%)the payment. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open made available up to twice once per year upon reasonable notice to the Company, for three (3) years following the end of the calendar year to which they pertain, for inspection by an the Licensor's internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of [*** dollars ($***) or *** percent (***%) ] of royalties payable for any twelve (12) month periodperiod and [*], then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph Section 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty fifteen (6015) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty thirty five (6035) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, sold by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.2 Total amounts invoiced by the Company for Licensed Products and Licensed Processes used, leased or sold, sold by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6., if any; 5.2.4 Total royalties due based on Net Sales by or for the Company, Company or its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.; and 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis. In addition, within ninety (90) days of the end of each fiscal year of the Company, the Company shall provide the Company's year-end audited financial statementsstatements to the Licensor. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement, subject to any applicable credits. If no royalties shall be dueUntil such time as the first Licensed Product is approved by the FDA, the Company shall not be required to make a report pursuant to this Article 55 (other than the provision of the Company's year-end financial statements). 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting or underpayment error in any royalty payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty payments, (b) interest on such deficiencies from the date such royalty was due until the date paid at the rate set forth in Section 4.10 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment and filed separately any purpose other than to determine the correctness of LICENSEE’s royalty statement or compliance in other respects with the Commissionthis Agreement. 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSED SERVICE, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS manufactured and Licensed Processes used, leased sold by LICENSEE; b) total bxxxxxxx and the amounts actually received for LICENSED PRODUCTS sold by LICENSEE; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.9; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statementsprocess, or service type. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties due and payable under this Agreementfor such three-month period. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company PGx shall keep full, true complete and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor UVAPF by way of royalty as aforesaidPGx hereunder, and for otherwise verifying PGx’s performance hereunder. Said Such books of account shall be kept at the Company's PGx’s principal place of business business, and the supporting data shall be open up to twice per year upon reasonable notice to the Company, maintained for three (3) [ * ] years following the end of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) PGx, within [ * ] days from of the end of each quarter of each calendar yearits fiscal quarters following the date of the First Commercial Sale, the Company shall deliver to the Licensor UVAPF complete and accurate reports, giving such particulars of the business conducted by the Company PGx, its Affiliates, and its Sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These reports shall include at least the following: 5.2.1 All the numbers of each Licensed Products Product manufactured and Licensed Processes used, leased or sold, sold by or for the Company, its Affiliates or any sublicensees.PGx and each Affiliate and Sublicensee; 5.2.2 Total amounts invoiced total xxxxxxxx for Licensed Products by PGx and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.each Affiliate and Sublicensee; 5.2.3 Deductions deductions applicable as provided in computed "Net Sales" as defined in Paragraph 1.6.Section 1.8; 5.2.4 Total total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.under Section 4.1; 5.2.5 Names names and addresses of all sublicensees Affiliates and Affiliates Sublicensees of the Company.PGx; 5.2.6 On payments received from each Sublicensee; and 5.2.7 payments due to UVAPF under Section 4.1.7. In addition to the foregoing reports, PGx shall deliver annually a report containing PGx’s financial statements for the preceding twelve (12) months including, at a minimum, a balance sheet and an annual basis, the Company's year-end audited financial statementsincome statement along with a brief narrative on operations. 5.3 With each such quarterly report submitted, the Company PGx shall pay to the Licensor UVAPF the royalties and other payments due and payable under this Agreement. If no royalties shall be due, PGx shall so report. Payments shall be paid in United States Dollars in Charlottesville, Virginia, or at such other place as UVAPF may reasonably designate consistent with the Company laws and regulations controlling in any foreign country. If any currency conversion shall not be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate stated in the Wall Street Journal on the last business day of the calendar quarterly reporting period to make which such royalty payments relate. Unless otherwise specified hereunder, all payments shall be made within [ * ] days after the end of the calendar quarter in which they became due and payable to UVAPF. Any amounts due hereunder which are unpaid [ * ] days after the end of the calendar quarter shall bear simple interest accrued at the annual rate equal to [ * ]. Any taxes required to be withheld by PGx from payments otherwise due hereunder in order to comply with the tax laws of the United States or any other country shall be promptly paid by PGx to the appropriate tax authorities, and PGx shall furnish UVAPF with official tax receipts or other appropriate evidence issued by the appropriate tax authorities sufficient to enable UVAPF to support a report pursuant to this Article 5claim for income tax credit in respect of any sum so withheld. 5.4 Amounts that are not paid when due and that are not UVAPF shall have the subject of a bona fide dispute shall accrue interest from the due date until paidright, at its own expense, for any period or periods for which royalty payments are or were due, to have UVAPF’s internal auditing personnel and/or an independent certified public accountant, to whom PGx has no reasonable objection, on at least five (5) days’ prior notice to PGx, examine the relevant books and records of account of PGx during reasonable business hours, and not more than twice during each calendar year, to determine whether appropriate royalty and other payments have been made by PGx and its authorized Affiliates hereunder and to otherwise confirm PGx’s performance hereunder. PGx shall also provide UVAPF with a rate equal comparable right of audit of each authorized Affiliate and each Sublicensee. Should any of the foregoing examinations reveal an underpayment of more than [ * ] percent ([ * ]%), then PGx shall bear the cost of such examination, including accountant’s fees and expenses, and shall immediately pay to UVAPF the then prevailing prime rate of Citibank, N.A.underpaid amount and interest due thereon, plus two percent (2%)reimbursement for all such audit costs. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor UKRF by way of royalty as aforesaid. Said books of account shall be kept at the CompanyLicensee's principal place of business or the principal place of business of the appropriate Division of Licensee to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three five (35) years following the end of the calendar year to which they pertain, for to the reasonable inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by an auditor selected UKRF and/or a certified public accountant employed by the Licensor, except one to whom the Company has reasonable objectionUKRF, for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License Agreement. If an Provided, however, that any such persons conducting the audit or inspection shows an under reporting shall have executed confidentiality agreements reasonably acceptable to Licensee or underpayment in excess of Sublicensee, respectively, and that the greater of *** dollars ($***) purpose for and the information or *** percent (***%) of royalties payable evaluation obtained from such inspection or audit is strictly limited to use by UKRF for any twelve (12) month period, then verifying Licensee's compliance with the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 terms of this Agreement. 5.2. All payments required under this Article 5 shall be due Licensee, within sixty thirty (6030) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after June 30 and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UKRF true and accurate reports, giving such particulars of the business conducted by the Company Licensee during the preceding quarter six-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced xxxxxxxx for Licensed Products and Licensed Processes used, leased or Product sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 (c) Deductions applicable as provided in computed "Net Sales" as defined in Paragraph 1.6.Article 4; 5.2.4 (d) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.due; 5.2.5 (e) Names and addresses of all sublicensees Sublicensees of Licensee; and (f) Annually, the Licensee's certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and Affiliates of the Companyan Operating Statement. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submitted, the Company Licensee shall pay to the Licensor UKRF the royalties due and payable under this Agreement. If no royalties shall be due, the Company Licensee shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of UFRFI or its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company LICENSEE shall deliver to the Licensor complete UFRFI true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its Co-Developer during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following:; 5.2.1 All (a) number of Licensed Products manufactured and sold. (b) total billxxxx xxx Licensed Products sold. (c) accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees(d) deductions applicable as provided in Paragraph 1.5. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(e) total royalty due. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (f) names and addresses of all sublicensees the Co-Developer of LICENSEE. The reports required by this Section 5.2 shall be made within forty-five (45) days after December 31 each year until the first NDA or PLA or similar governmental regulatory marketing approval is obtained. Beginning with the calendar quarter during which said first approval occurs LICENSEE shall, within forty-five (45) days after March 31, June 30, September 30 and Affiliates December 31, of each year, deliver to UFRFI the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements.reports required by this Section 5.2 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due The license and that are not royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime monthly rate of Citibank, N.A., plus two one percent (21%). 5.5 . The Company agrees to forward to payment of such interest shall not foreclose UFRFI from exercising any other rights it may have as a consequence of the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company EXACT shall keep fullmaintain true, true accurate and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to under Article 4 hereof for a period of at least four (4) years following the Licensor period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at the CompanyEXACT's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the Companyextent not previously audited, shall be available for inspection by an independent certified public accountant selected by Genzyme (or its licensor of the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the end of the calendar year to which they pertain, for inspection by an auditor selected by pertain in order to enable Genzyme (or its licensor of the Licensor, except one Patent Rights) to whom ascertain the Company has reasonable objection, for the purpose correctness of verifying the Company's royalty statement or compliance in other respects with any report and/or payment made under this License Agreement. If an inspection shows an under reporting or underpayment Such inspections may be conducted no more than once in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month periodperiod and, then except as provided below, shall be conducted at the Company expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall reimburse be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the Licensor case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the cost period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionaccountant. 5.2 Within sixty forty-five (6045) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar yearyear in which this Agreement is in effect, the Company EXACT shall deliver to the Licensor complete Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by the Company its activities relating to this Agreement during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunderthree month period. These. These reports shall include at least the following: 5.2.1 All (a) the total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) the total gross sales of Licensed Products Reagents and Licensed Processes usedKits, leased or soldeach individually, by or on a country-by-country basis during the applicable period; (c) the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the Companyapplicable period, its Affiliates including a detailed listing of the applicable deductions permitted under Sections 1.11 and 1.12 hereof on an item-by-item basis and a detailed explanation of the calculation of Net Service Revenues and Net Sales of any Combination Services or any sublicensees.combination products; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for (d) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total calculation of total royalties due based on Net Sales by or in U.S. dollars, together with the exchange rates used for the Companyconversion, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsextent applicable. 5.3 With each such quarterly report submittedreport, the Company EXACT shall pay to the Licensor Genzyme the royalties due and payable under this Agreementas provided for in Section 4.2. To the extent that royalties for the applicable period are creditable against minimum royalties paid pursuant to Section 4.3 hereof, EXACT shall so report. If no royalties shall be are due, the Company EXACT shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty and other payments as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for three two (32) years following the end of the calendar year to which they pertain, for inspection by an the Licensors’ internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in and any other respects with payment reports required under this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($[***) ] or *** percent ([***] percent ([***]%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the reasonable cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph section 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar yearyear for which royalties are due hereunder, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6Section 1.8. 5.2.4 Total royalties due based on Net Sales by or for the Company, Company or its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4sublicensees. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsAll other amounts due Licensor hereunder. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two [***] percent (2[***]%). 5.5 The Company Licensor agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement5. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept left at the CompanyLicensee's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of M.I.T. or its agents for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Ten Percent ($***) or *** percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting to M.I.T.'s detriment, then Licensee agrees to pay the Company shall reimburse the Licensor for the reasonable cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company 5.2. Licensee shall deliver to the Licensor complete M.I.T. true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter Licensee and its sublicensees under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder: 301650.001(BF) 13 (a) before the first commercial sale of a Licensed Product or Licensed Process, annually, on January 31 or each year; and (b) after the first commercial sale of a Licensed Product or Licensed Process, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. These. These reports shall include at least the following: 5.2.1 All (a) number of Licensed Products manufactured, leased and sold by and/or for Licensee and all sublicensees; (b) accounting for all Licensed Processes used, leased used or sold, sold by or and/or for the Company, its Affiliates or any Licensee and all sublicensees.; 5.2.2 Total amounts invoiced (c) accounting for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" , noting the deductions and credits applicable as defined provided in Paragraphs 1.11 and 6.3, accounting for Other Revenue; (d) Running Royalties due under Paragraph 1.6.4.1(e) and (f); 5.2.4 Total (e) Running Royalties due under Paragraph 4.1(g) and (h); (f) total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.due; and 5.2.5 Names (g) names and addresses of all sublicensees and Affiliates of the CompanyLicensee. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submitted, the Company Licensee shall pay to the Licensor M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, the Company Licensee shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.4. On or before the subject ninetieth (90th) day following the close of a bona fide dispute Licensee's fiscal year, Licensee shall accrue interest from provide M.I.T. with Licensee's certified financial statements for the due date until paidpreceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 301650.001(BF) 14 5.5. The royalty payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest until payment at a per annum rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%).) above the prime rate in effect at the Chase Manhattan Bank (N. 5.5 A.) on the due date. The Company agrees to forward to payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a consequence of the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 6.1. In the event that SYNBIOTICS shall have moved the manufacturing according to Section 11.2.2 of this Agreement, SYNBIOTICS shall deliver to [*] true and accurate reports of the following information in a form reasonably acceptable to [*] to accompany royalty payments of Article 5.3 above: 6.1.1. Unit Sales for all of The Company Products sold by SYNBIOTICS and its Affiliates for the Calendar Quarter; 6.1.2. total royalties due. 6.2. If no royalties shall be due hereunder, SYNBIOTICS shall so advise [*] in writing within thirty (30) days after the end of any Calendar Quarter for which no royalties are due. 6.3. SYNBIOTICS shall keep full, full true and accurate books of account account, in accordance with generally accepted accounting principles, containing all particulars information that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid[*] hereunder. Said books of account shall be kept at the Company's SYNBIOTICS’ principal place of business business. Said books and the supporting data shall be open up to twice per year at all reasonable times upon reasonable notice to the Company, for three two (32) years following the end of the calendar year Calendar Year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one at [*]’s expense of a certified public accountant reasonably acceptable to whom the Company has reasonable objection, SYNBIOTICS for the purpose of verifying the Company's SYNBIOTICS’ royalty statement or compliance in other respects with this License Agreement. If ; provided, however, if an inspection shows an under reporting or underpayment in excess audit correctly discloses that the royalties payable by SYNBIOTICS for any audited period are more than [*] of the greater of *** dollars ($***) or *** percent (***%) of royalties actually payable for any twelve (12) month such period, then SYNBIOTICS shall pay the Company shall reimburse fees and expenses charged by the Licensor for accountant. Such accountant will not disclose to [*] any information other than the cost accuracy of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment SYNBIOTICS reports and filed separately with the Commissioncalculations. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete 6.4. [*] and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses SYNBIOTICS agree that copies of all sublicensees records pertaining to Know-How for production of The Products including all manufacturing SOP’s, Bills of Material, sources of product components, label records, and Affiliates directions-for-use will be kept for safe keeping with [*]. These copies of all records shall remain the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each property of [*] until such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under time as this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paidcontract is terminated as provided for in Section 11.2 herein, at a rate equal which time, [*] will convey all such records to the then prevailing prime rate of Citibank, N.A., plus two percent (2%)SYNBIOTICS. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing evidencing the amounts payable to the Licensor IGI by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open opened up to IGI twice per year upon reasonable notice to the Company. In addition, for three two (32) years following the end of the calendar year to which they pertain, said books of account shall be opened up for inspection by an auditor selected IGI's internal accounting staff, independent accountants, chief financial officer and/or by the Licensoranother qualified professional designated by IGI, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement statements or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment of royalties in excess of the greater of *** dollars ($***) 50,000 or *** two percent (***2%) of royalties payable for any the preceding twelve (12) month period, then the Company shall within ten (10) days reimburse the Licensor IGI for the cost all costs and expenses of the inspection at together with payment of the time the Company pays full amount of the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) Commencing with the date upon which the Company or any of its Affiliates or sublicensees makes its first commercial sale of a Licensed Product, the Company shall thereafter deliver to IGI within 60 days from the end of following each fiscal quarter ending March 31, June 30, September 30 and December 31 of each calendar year, the Company shall deliver to the Licensor . complete and accurate reports, giving such particulars of the business conducted by the Company and its Affiliates and sublicensees during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All List of all Licensed Products and Licensed Processes used, leased leased, sold or sold, distributed by or for the Company, Company or its Affiliates or any sublicensees. 5.2.2 Total gross amounts invoiced for all Licensed Products and Licensed Processes used, leased leased, sold or sold, distributed by or for the Company, Company or its Affiliates or any its sublicensees. 5.2.3 Deductions Total amount of deductions applicable in computed "Net Sales" as defined in Paragraph 1.61.7 on gross amounts invoiced for Licensed Products used, disturbed, leased, or sold by or for the Company or its Affiliates or its sublicensees. 5.2.4 Total royalties due based on from Net Sales of Licensed Products by or for the Company, Company or its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4its sublicensees. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsstatements for each of the Company and its Affiliates and sublicensees. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor IGI the royalties due and payable under this Agreement. If In the event no royalties shall be duedue under the terms hereof, the Company shall not be required to make a report pursuant to this Article 5inform IGI in writing. 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually IGI a copy of any reportand all reports, which is are in substance similar to the report reports required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor IGI may reasonably request, as may be pertinent to an accounting of royalties. The Company agrees that with respect to any and all Sublicense Agreements granted by the Company hereunder, the Sublicense Agreement executed by the Company and any such third party with respect thereto shall expressly include substantially similar reporting provision requirements for the sublicensee as set forth in this Article 5. 5.6 The Licensor agree Subject to the confidentiality obligations described in Article 15, IGI agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement, except for disclosure as is necessary for IGI's financial reporting and audit requirements and such other disclosure by IGI as may be required by law, including without limitation any disclosure required for compliance with the laws, rules, and regulations of the Securities and Exchange Commission ("SEC"), the American Stock Exchange ("AMEX") or any other regulatory body governing publicly traded companies to which IGI is currently or may be in the future be subject. Notwithstanding the foregoing, the Licensor IGI may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes IGI take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order. 5.7 In accordance with the terms of this Agreement, any and all quarterly royalty payments due and owing to IGI from the Company pursuant to Article 4 for fiscal quarters ending March 31, June 30, September 30 and December 31 of each of calendar year, and the corresponding royalty accounting reports pertinent thereto required under this Article 5, shall be made and delivered to by the Company to IGI within sixty (60) days after the end of each such fiscal quarter.. However, pursuant to securities laws, rules, and regulations, IGI is required to file its quarterly financial reports on SEC Form 10-Q within 45 days of the end of each fiscal quarter, and, as such, cannot report therein royalty revenues earned for that quarter but for which payment thereof was not received within 45 days of the end of such quarter. As a result, since IGI will not receive payment for the royalties earned during each fiscal quarter until sixty (60) days after the end thereof, IGI shall be required to report the quarterly royalty payments received under this Agreement not in the quarter for which they were earned but in the subsequent quarter payment was received. In view thereof, the Parties expressly acknowledge and agree that each report delivered by the Company pursuant to this Article 5 shall contain material nonpublic information relating to and having potential affect on the financial results to be reported by IGI for the subsequent quarter that payment was receive. The Parties further expressly acknowledge and agree that such information constitutes "inside information" subject to the nondisclosure requirements and other restrictions and obligations imposed under applicable securities laws, rules and regulations. Based upon the foregoing, and subject to the confidentiality obligations described in Article 15, the Company agrees to hold in confidence each report and any and all information contained therein, in whole or part, delivered by the Company to IGI pursuant to this Article 5 until such time that the such information has been reported by IGI's filing of its SEC Form 10-Q for the quarter in which the royalty payment was received by IGI.. Notwithstanding the foregoing, the Company may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental subpoena, compulsory legal requirement or order, provided that the Company take reasonable steps to provide IGI with adequate time and opportunity to contest such subpoena, compulsory legal requirement or order.

Reports and Records. 5.1 The Company IDDS shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor Shimoda and Farmarc by way of royalty as aforesaid. Said books of account shall be kept at the CompanyIDDS's principal place of business and the supporting data shall be open for inspection up to twice per year year, upon reasonable notice to the CompanyIDDS, for three two (32) years following the end of the calendar year to which they pertain, for inspection pertain by an Shimoda (on behalf of itself and Farmarc) through Shimoda's internal audit division or by another designated auditor selected by the LicensorShimoda, except one to whom the Company IDDS has reasonable objection, for the purpose of verifying the CompanyIDDS's royalty statement or compliance in other respects with this License Agreementpayments hereunder. If an inspection shows an under reporting or underpayment in excess of the greater of *** fifty thousand dollars ($***50,000) or *** two percent (***2%) of royalties payable for any twelve (12) month period, then IDDS shall pay to Shimoda and/or Farmarc, as appropriate, the Company royalties due and shall reimburse the Licensor Shimoda or Farmarc for the cost of the inspection at the time the Company IDDS pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor Shimoda provides the Company IDDS notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company quarter. IDDS shall deliver to the Licensor Farmarc and Shimoda complete and accurate reports, giving such particulars of the business conducted by the Company IDDS, its sublicensees and Affiliates during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the CompanyIDDS, its sublicensees and Affiliates or any sublicensees(including the number of units sold). 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the CompanyIDDS, its Affiliates sublicensees or any sublicenseesits Affiliates. 5.2.3 Deductions applicable in computed "computing Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the CompanyIDDS, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4sublicensees and Affiliates. 5.2.5 Names and addresses of all sublicensees and Affiliates of the CompanyIDDS. 5.2.6 On an annual basis, the CompanyIDDS's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company IDDS shall pay to the Licensor Shimoda and Farmarc the royalties due and payable under this Agreement. If no royalties shall be due, the Company IDDS shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A.N.A. (or such applicable successor entity), plus two percent (2%). 5.5 The Company IDDS agrees to forward to the Licensor semi-Shimoda annually a copy of any report, which report that is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor Shimoda may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree Shimoda may provide such reports delivered by IDDS pursuant to this Article 5 to its licensors and affiliates as required by its contractual obligations, but otherwise agrees to hold (and shall cause its licensors and affiliates to hold) in confidence each report delivered by the Company IDDS pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed as Confidential Information pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or orderArticle 17 herein.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at the Company's LICENSEE’S principal place of business or the principal place of business of the appropriate Division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of M.I.T. or its agents for the purpose of verifying the Company's LICENSEE’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty LICENSEE, within thirty (6030) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete M.I.T. true and accurate reports, giving such such. particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 (b) Total amounts invoiced billings and collections for Licensed Products and sold. (c) Accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 (d) Deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.61.7. 5.2.4 (e) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4due. 5.2.5 (f) Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLICENSEE. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject 90th day following the close of a bona fide dispute LICENSEE’s fiscal year, LICENSEE shall accrue interest from provide M.I.T. LICENSEE’s certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%).a Balance Sheet and an operating 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is royalty payments set forth in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding shall, if overdue, bear interest until payment at a per annum rate four percent (4%) above the foregoing, prime rate in effect at the Licensor Chase Manhattan Bank (N.A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may disclose have as a consequence of the lateness of any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or orderpayment.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate Division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three five (35) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty LICENSEE, within thirty (6030) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) Number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 (b) Total amounts invoiced xxxxxxxx for Licensed Products and sold. (c) Accounting for all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 (d) Deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 (e) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4due. 5.2.5 (f) Names and addresses of all sublicensees of LICENSEE. <(g) Licensed Products manufactured and Affiliates sold to the United States Government. (No royalty obligations shall arise due to use by, for or on behalf of the CompanyUnited States Government in view of a royalty-free, nonexclusive license heretofore granted to the United States Government). 5.2.6 On an annual basis, the Company's year-end audited financial statements.> 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE's fiscal year, LICENSEE shall accrue interest from provide LICENSOR with LICENSEE's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a Balance Sheet and an Operating Statement. 5.5 The Company agrees to forward to royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate four percent (4%) above the Licensor semi-annually prime rate in effect at the Chase Bank (NY, NY) on the due date. The payment of such interest shall not foreclose LICENSOR from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidPharmos hereunder. Said books of account shall be kept at the CompanyLicensee's principal place of business business. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of Pharmos or its agents for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 such documents shall be subject to limitations to disclosure required by law. Licensee shall include substantially the same inspection rights in any sublicense it grants in order to ensure correctness of payments due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionhereunder. 5.2 Within sixty Licensee within thirty (6030) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete Pharmos true and accurate reports, giving such particulars of the business conducted by the Company Licensee and its sublicensees during the preceding quarter under three-month period of this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 Total amounts invoiced (b) total billings for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 Deductions (c) deductions applicable in computed "Net Sales" as defined xxxxxxxx in Paragraph 1.6.1.5; and 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements(d) total royalty due. 5.3 With each such quarterly report submitted, the Company Licensee shall pay to the Licensor Pharmos the royalties due and payable under this Agreement. If no royalties shall be due, the Company Licensee shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are All payments required under this Agreement (including but not paid when due limited to payments under Articles IV and that are not VI) shall, if overdue, bear interest until payment at the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime monthly rate of Citibank, N.A., plus two one and one-half percent (21.5%). 5.5 . The Company agrees to forward to payment of such interest shall not foreclose Pharmos from exercising any other rights it may have as a consequence of the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. EXACT shall keep fullmaintain true, true accurate and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to under Article 4 hereof for a period of at least four (4) years following the Licensor period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at the Company's EXACT’s principal place of business and the supporting data shall be open up to twice per year upon reasonable notice in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the Companyextent not previously audited, shall be available for inspection by an independent certified public accountant selected by Genzyme (or its licensor of the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the end of the calendar year to which they pertain, for inspection by an auditor selected by pertain in order to enable Genzyme (or its licensor of the Licensor, except one Patent Rights) to whom ascertain the Company has reasonable objection, for the purpose correctness of verifying the Company's royalty statement or compliance in other respects with any report and/or payment made under this License Agreement. If an inspection shows an under reporting or underpayment Such inspections may be conducted no more than once in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month periodperiod and, then except as provided below, shall be conducted at the Company expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall reimburse be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the Licensor case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the cost period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreementaccountant. 5.2. All payments required under this Article 5 shall be due within sixty Within forty-five (6045) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment after March 31, June 30, September 30 and filed separately with the Commission. 5.2 Within sixty (60) days from the end December 31, of each quarter of each calendar yearyear in which this Agreement is in effect, the Company EXACT shall deliver to the Licensor complete Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by the Company its activities relating to this Agreement during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunderthree month period. These. These reports shall include at least the following: 5.2.1 All (a) the total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) the total gross sales of Licensed Products Reagents and Licensed Processes usedKits, leased or soldeach individually, by or on a country-by-country basis during the applicable period; (c) the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the Companyapplicable period, its Affiliates including a detailed listing of the applicable deductions permitted under Sections 1.15 and 1.16 hereof on an item-by-item basis and a detailed explanation of the calculation of Net Service Revenues and Net Sales of any Combination Services or any sublicenseescombination products; and (d) the calculation of total royalties due in U.S. dollars, together with the exchange rates used for conversion, to the extent applicable. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submittedreport, the Company EXACT shall pay to the Licensor Genzyme the royalties due and payable under this Agreementas provided for in Section 4.2. To the extent that royalties for the applicable period are creditable against minimum royalties paid pursuant to Section 4.3 hereof, EXACT shall so report. If no royalties shall be are due, the Company EXACT shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company NEOMAGIC and CONSORTIUM shall each keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidhereunder. Said books of account shall be kept at the Company's each party’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon at a reasonable notice to the Companytime, once a year, for three five (35) years following the end of the calendar fiscal year to which they pertain, for to the inspection by an auditor selected of a certified accounting firm retained by the Licensorinspecting party and reasonably acceptable to the party to be inspected, except one to whom the Company has reasonable objection, solely for the purpose of verifying the Company's royalty NEOMAGIC’s Royalty Payments statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of Prior to commencing its inspection, the greater of *** dollars ($accounting firm shall sign a nondisclosure agreement that is reasonably acceptable to the party to be inspected. Each party shall bear their own costs for their requested inspection. [***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted ] Confidential treatment requested pursuant to an Application a request for Order Granting Confidential Treatment confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 5.2 Within sixty Beginning as of April 1, 2002, if not completely contained in regular correspondence between the two parties to this Agreement, within thirty (6030) days from after the end expiration of each the second quarter of each calendar yearand every quarter thereafter, the Company CONSORTIUM shall deliver to the Licensor complete NEOMAGIC true and accurate reports, giving such particulars of the business conducted by the Company CONSORTIUM during the preceding quarter three (3) month period under this License Agreement Agreement. The parties shall determine, from time to time, the appropriate format for such reports which may, as shall be pertinent to a royalty accounting hereunder. These. shall applicable, include at least the following: 5.2.1 All (a) a summary of the business conducted, including potential licensees approached and status of discussions and negotiations; (b) the number of Licensed Products manufactured and Licensed Processes used, leased or sold, sold by or for Licensees; (c) the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced total xxxxxxxx for Licensed Products and sold by Licensees; (d) accounting for all Licensed Processes usedused or sold by Licensees; (e) the royalties due on payments from Licensees forming part of Net Revenues; (f) to the best of CONSORTIUM’s ability, leased or sold, by or for an indication of the Company, its Affiliates or any sublicenseespercentage of the Net Revenues attributable to each of the NEOMAGIC Patents. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names (g) names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsLicensees. 5.3 With each The Royalty Payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate one percent (1%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the due date. The payment of such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company interest shall not be required to make foreclose CONSORTIUM from exercising any other rights it may have as a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not consequence of the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 6.1. The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidXxxxx hereunder. Said accurate books of account shall be kept at the Company's ’s principal place of business or the principal place of business of the appropriate division of the Company to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of Xxxxx or his agents for the purpose of verifying the Company's ’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company Xxxxx shall reimburse the Licensor for pay the cost of any such inspection, unless such inspection lead to the inspection at the time discovery of a greater than ten percent (10%) discrepancy in reporting, in which case the Company pays agrees to pay half the unreported royalties, including any late charges as required by paragraph 5.4 cost of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 6.2. Within sixty (60) days from after the end of each fiscal quarter of each calendar yearthe Company, the Company shall deliver to the Licensor complete Xxxxx true and accurate reportsreports certified as correct by the Company’s chief financial officer, giving such particulars of the business conducted by the Company and its Sublicensees during the preceding fiscal quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed (a) number of Products manufactured and Licensed sold by the Company and all Sublicensees; (b) total xxxxxxxx for all Products sold by the Company and all Sublicensees; (c) accounting for all Processes used, leased used or sold, sold by or for the Company, its Affiliates or any sublicensees.Company and all Sublicensees; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, (d) all payments made by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due Sublicensees to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names Company and names and addresses of all sublicensees and Affiliates of the CompanySublicensees; (e) deductions applicable as provided in Paragraph 1.5 hereof; and (f) total royalties due. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 6.3. With each such quarterly report submitted, the Company shall pay to the Licensor Xxxxx the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 6.4. On or before the subject ninetieth (90) day following the close of a bona fide dispute the Company’s fiscal year, the Company shall accrue interest from provide Xxxxx with the due date until paidCompany’s certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement certified to by the Company’s independent certified public accountants. 6.5. The royalty payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest until payment at a per annum rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%)) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the due date. The payment of such interest shall not foreclose Xxxxx from exercising any other rights he may have as a consequence of the lateness of any payment. 5.5 The 6.6. Xxxxx hereby confirms and agrees (a) that the Company agrees has paid all consulting fees owed to forward Xxxxx for any and all consulting services provided by Xxxxx to the Licensor semi-annually a copy of any reportCompany through December 31, which is in substance similar to the report required by this Article 5, received from any sublicensee 2006 and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by (b) that the Company has paid all royalties accrued to Xxxxx through December 31, 2006, in each case whether pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose 1993 Agreement or otherwise. Xxxxx hereby further confirms and agrees that (x) the License Agreement was terminated by the parties in October 2000 and (y) that, except for the Monthly Royalty payments and the royalties specified in Paragraph 5.1 for the period from January 1, 2007 through the date hereof, the Company has paid to Xxxxx any such information required and all financial obligations due and payable to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided Xxxxx through the date hereof. The Company hereby confirms and agrees that the Licensor takes reasonable steps Xxxxx has performed all of his obligations to provide consulting services to the Company with through the opportunity to contest such request, subpoena, requirement or orderdate hereof.

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's ’s principal place of business and the supporting data shall be open up to twice once per year upon reasonable notice to the Company, for three one (31) years year following the end of the calendar year to which they pertain, for inspection by an Licensor’s internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's ’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of [*** dollars ($***) or *** ] percent ([***]%) of royalties payable for any twelve (12) month periodperiod [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. and more than $[*] dollars, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty thirty (6030) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6., if any; 5.2.4 Total royalties due based on Net Sales by or for the Company, Company or its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.; 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company.; 5.2.6 On an annual basis, the Company's ’s year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If The Company shall have no royalties shall be due, obligation to report to the Licensor under Section 5.2 until the Company shall not be required to make a report pursuant to this Article 5has sold its first Licensed Product for commercial use. 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 5.6 The Licensor agree agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company During the term of this Agreement, following the First Commercial Sale, AOI shall keep fulldeliver to Procept a report containing the following information: (i) all Licensed Products or Licensed Processes used, true leased or sold by or for AOI or its Affiliates or sub-sublicensees; (ii) total amounts invoiced for Licensed Product and Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (iii) deductions applicable in computed "Net Sales" as defined in Section 1.5 hereof; (iv) total royalties due based on Net Sales by or for AOI or its Affiliates or sub-sublicensees; (v) names and addresses of sublicensees and Affiliates of AOI; (vi) the amount of Sublicense Revenue received by AOI from any sub-sublicensee listed on Exhibit C, and (vii) on an annual basis, AOI's year-end financial statements. AOI shall maintain, and shall cause its sub-sublicensees to maintain, complete and accurate books records of account containing all particulars that may be necessary for the purpose of showing the amounts (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to Procept, which records shall contain sufficient information to permit Procept to confirm the Licensor by way accuracy of royalty as aforesaidany reports delivered pursuant to this Section 3.9. Said books of account AOI and its sub-sublicensees shall be kept retain such records relating to a given quarter for at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for least three (3) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year right, at its expense, to which they pertaincause an independent, for inspection by an auditor selected by the Licensor, except one certified public accountant to whom the Company has reasonable objection, inspect such records during normal business hours for the sole purpose of verifying the Company's royalty statement or compliance in other respects with any reports and payments delivered under this License Agreement. If The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this Section reveals an inspection shows an under reporting or underpayment in excess of the greater of *** (i) fifty thousand dollars ($***50,000) or *** and (ii) five percent (***5%) of royalties payable for any twelve (12) month period, then AOI shall bear the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreementsuch audit. All payments required Procept may exercise its rights under this Article 5 Section only once every year and only with reasonable prior notice to AOI. Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due within sixty (60) days maintain the confidentiality of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment such records and filed separately with the Commissionaudits. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company GENZYME shall keep full, true and accurate books of account accounts containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor by way of royalty as aforesaidMSSM. Said books of account shall be kept at the Company's GENZYME ‘s principal place of business or at such other location that is reasonably accessible. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three (3) years following the end of the calendar year to which they pertain, for to inspection no more often than once a year by an auditor selected independent certified public accountant retained by the LicensorMSSM, except one to whom the Company has reasonable objectionat its expense, solely for the purpose of verifying the Company's verifying, under suitable confidentiality obligations, GENZYME’s royalty statement or compliance in other respects with this License Agreementto MSSM. If an inspection shows an under reporting or underpayment GENZYME’s royalty statement is found to be in excess of the greater of error by [*** dollars ($] or more, such inspection expenses shall be paid by GENZYME. [***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 ] = Portions of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has exhibit have been omitted pursuant to an Application for Order Granting Confidential Treatment and a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 5.2 Within Beginning with the First Commercial Sale, GENZYME, within sixty (60) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete MSSM true and accurate reports, giving such particulars of the business conducted by the Company GENZYME during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. Reports shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or include: (a) total xxxxxxxx for Product sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions ; (b) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 Total 1.5; and (c) total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsdue. 5.3 With each such quarterly report submitted, the Company GENZYME shall pay to the Licensor MSSM the royalties then due and payable under this Agreementpayable. If no royalties shall be due, the Company GENZYME shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three (3) years following the end of the calendar year to which they pertain, for to the inspection of the PRINCETON Internal Audit Division and/or an independent certified public accountant retained by an auditor selected PRINCETON and/or a certified public accountant employed by the Licensor, except one to whom the Company has reasonable objection, PRINCETON for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects aspects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete PRINCETON true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and sold. (b) Total amounts actually received by LICENSEE on account of its xxxxxxxx for Licensed Processes used, leased Product sold. (c) Accounting for all the Licensed Process(es) used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees(d) Deductions applicable as provided in Paragraph 1.8. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(e) Total royalties due. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 (f) Names and addresses of all sublicensees and Affiliates Sublicensees of the CompanyLICENSEE. 5.2.6 On (g) Annually, within one hundred (100) days of LICENSEE's fiscal year end, LICENSEE's certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an annual basis, the Company's year-end audited financial statementsOperating Statement. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor PRINCETON the royalties due and payable under this Agreement, provided that no payment to PRINCETON shall be payable in the event that the remittance of royalties from foreign countries to the accounts of LICENSEE in the United States shall be blocked by exchange controls in foreign countries, which exchange controls are beyond the control of LICENSE, in which case, such royalties shall be held in escrow and paid to PRINCETON at such time as such exchange controls are no longer blocked. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's ’s principal place of business and the supporting data shall be open up to twice once per year upon reasonable notice to the Company, for three three- (3) years following the end of the calendar year to which they pertain, for inspection by an Licensor’s internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's ’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($[***) or *** ] percent ([***]%) of royalties payable and [***] Dollars ($[***]) for any twelve twelve- (12) month period, then period the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph Section 5.4 of this Agreement. All Notwithstanding the foregoing, all payments required under this Article 5 shall be due within sixty thirty- (6030) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty sixty- (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, Company or its Affiliates or any sublicensees.Affiliates; 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6., if any; 5.2.4 Total royalties Earned Royalties due based on Net Sales by or for the Company, Company or its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.; 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company.; 5.2.6 On an annual basis, the Company's ’s year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5indicate so in writing. 5.4 Amounts that which are not paid when due and that which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two [***] percent (2[***]%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The On a semi-annual basis, the Company shall provide Licensor agree with a report detailing the clinical progress of Licensed Products that have been made since the previous such report and steps that are being taken to further develop and commercialize Licensed Products. 5.7 Licensor agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting error in any royalty or underpayment Sublicense Income payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty or Sublicense Income payments, (b) interest on such deficiencies from the date such royalty or Sublicense Income payment was due until the date paid at the rate set forth in Section 4.10 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty or Sublicense Income payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment any purpose other than to determine the correctness of LICENSEE’s royalty and filed separately Sublicense Income statement or compliance in other respects with the Commissionthis Agreement. 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, or LICENSED SERVICE, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE and its permitted sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty and Sublicense Income accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS manufactured and Licensed Processes used, leased sold by LICENSEE and all sublicensees; b) total bxxxxxxx and the amounts actually received for LICENSED PRODUCTS sold by LICENSEE and all sublicensees; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.8; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statementsprocess, or service type. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and Sublicense Income due and payable under this Agreementfor such three-month period. If no royalties or Sublicense Income shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company COULTER shall keep full, true and accurate due books of account containing all particulars that may be an accurate recorx xx xxl data necessary for the purpose determination of showing the amounts payable to the Licensor by way of royalty as aforesaidunder ARTICLE IV hereof. Said books of account records shall be kept at the CompanyCOULTER's principal place of business and or the supporting data principal place of -------------------------------------- * Confidential treatment requested business of the appropriate division of COULTER to which this AGREEMENT relates. Said records shall be open up availxxxx xxr inspection by a certified public accountant selected by DFCI and reasonably acceptable to twice per year upon reasonable notice to the Company, COULTER during regular business hours for three (3) years following the end xxx xxx of the calendar year to which they pertain, pertain in order for inspection by an auditor selected by DFCI to ascertain the Licensor, except one to whom the Company has reasonable objection, for the purpose correctness of verifying the Company's royalty statement or compliance in other respects with any report and/or payment made under this License AgreementAGREEMENT. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 The provision of this Agreement. All payments required under Section 3.1 shall survive termination of this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the CommissionAGREEMENT. 5.2 Within sixty (60) days from the end [*] after March 31, June 30, September 30 and December 31, of each quarter of each calendar yearyear in which this AGREEMENT is in effect, the Company COULTER shall deliver to the Licensor complete DFCI full, true and accurate reportsreports of its xxxxxxties and those of its Sublicensee(s), giving such particulars of the business conducted by the Company if any, relating to this AGREEMENT during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunderthree month period. These. These reports shall include at least the following: 5.2.1 All (a) Number of Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced billings for Licensed Products and sold; where applicable, (c) Xx accounting of all Licensed Processes used, leased used or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 (d) Deductions applicable in computed "to a determination of Net Sales" as defined in Paragraph 1.6.; 5.2.4 (e) Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementsdue. 5.3 With each such quarterly report submittedreport, the Company COULTER shall pay to the Licensor DFCI the royalties due and payable under this Agreementas Provided xxx xx Section 4.1. If no royalties shall be are due, the Company COULTER shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor USC by way of royalty as aforesaid. Said books of account shall be kept at the Company's LICENSEE'S principal place of business or the principal place of business of the appropriate Division of LICENSEE to which this Agreement relates, Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, but not more often than once each year, for three five (35) years following the end of the calendar year to which they pertain, for to the inspection of the USC Internal Audit Division and/or an independent certified public accountant employed by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, USC for the purpose of verifying the Company's LICENSEE'S royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period. 5.2 LICENSEE, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days after each calendar quarter of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company License Year shall deliver to the Licensor complete a report in writing setting forth sales of Licensed Products (including a negative report, if appropriate) and accurate reports, giving will accompany such report with such particulars of the business conducted by the Company LICENSEE during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and sold. (b) Total xxxxxxxx for Licensed Processes used, leased Product sold. (c) Accounting for all the Licensed Process(es) used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees(d) Deductions applicable as provided in Paragraph 4.2. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(e) Total Royalties due. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 (f) Names and addresses of all sublicensees of LICENSEE. (g) Licensed Products manufactured and Affiliates sold to the United States Government. (No royalty obligations shall arise due to use for or on behalf of the CompanyUnited States Government in view of the royalty-free, non-exclusive license heretofore granted to the United States government. 5.2.6 On an annual basis(h) Annually, the Company's year-end audited LICENSEE'S certified financial statementsstatements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor USC the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when Any payments due and that are not hereunder on sales outside of the subject of a bona fide dispute United States shall accrue interest from be payable in U.S. Dollars at the due date until paid, at a rate equal to the then prevailing prime rate of Citibankexchange of the currency of the country in which the sales are made at the average of the following: the exchange rate as reported in the Wall Street Journal for the first business day of the calendar quarter for which royalties are payable plus the exchange rate as reported in the Wall Street Journal for the last business day of the calendar quarter for which royalties are payable, N.A., plus divided by two percent (2%). 5.5 Payments which are delayed beyond the sixty (60) days after the end of the quarter in which they become due shall be subject to an interest charge equal to 8 per annum in excess of the "Prime Rate" as published in The Company agrees Wall Street Journal, provide however that if royalty payments are withheld due to forward to a good faith dispute, then the Licensor semi-annually a copy interest charge shall be five percent (5) per annum in excess of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably requestPrime Rate. Whenever such Prime Rate, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoingso published, changes, the Licensor may disclose any interest rate described above shall correspondingly change, effective upon the opening of business on the date of publication of such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or orderchange.

Reports and Records. 5.1 The Company 6.1 Licensee shall keep keep, and shall cause its Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said hereunder, and said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice open, to the Companyextent allowable by applicable law, during business hours upon five (5) business days notice for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensorof Licensor or its agents, except one to whom the Company has reasonable objectionno more frequently than semi-annually, for the purpose of verifying the CompanyLicensee's royalty statement or compliance in other respects with this License AgreementAgreement (the "Audit"). If an inspection shows an under reporting or underpayment in excess This obligation to maintain accurate books of account and the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company right to inspect them shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 survive termination of this Agreement. All Licensee may submit a new statement correcting an unintentional and newly discovered overpayment within one hundred twenty (120) days after the close of Licensee's corporate fiscal year in which the original payment was due. Licensee's sole remedy for overpayment is credit against future payments required due to Licensor hereunder, unless such overpayment is made on the last payment due under this Article 5 Agreement, in which case Licensor shall be due reimburse such overpayment to Licensee within sixty (60) days of the date the Licensor provides the Company notice receipt of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionnew statement. 5.2 Within 6.2 Licensee, within sixty (60) days from after the end of each quarter of each calendar yearquarter, the Company shall deliver to the Licensor complete true and accurate reports, giving such particulars of the business conducted by the Company Licensee and its Sublicensces during the preceding quarter three (3) month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All , including without limitation: (a) number of Licensed Products manufactured and Licensed Processes used, leased or sold, sold by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced Licensee and by each Sublicensee; (b) total billings for Licensed Products sold by Licensor and by, Sublicensee; (x) xxcounting for all Licensed Processes used, leased Products used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names ; and (d) names and addresses of all sublicensees and Affiliates Sublicensees of Licensee. In the event that the Audit shows an underpayment, Licensee shall pay licensor the amounts underpaid. In addition, in the event the Audit shows an underpayment or more than five percent (5%) for any calendar quarter, Licensee shall pay Licensor, in addition to the amounts underpaid, costs of the Company. 5.2.6 On Audit and interest on the underpayment at an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two five percent (25%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company During the term and for a period of three (3) years following the end of the calendar year to which they pertain, LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor UKRF by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business of the LICENSEE or any relevant division or Affiliate of LICENSEE to which this Agreement relates. UKRF shall have the right to inspect and copy such books and records of LICENSEE to the supporting data extent necessary for such purpose, provided that such activity shall be open up to twice per year conducted during LICENSEE’s regular business hours upon reasonable at least five (5) days prior written notice to the Companyand, for three (3) years following the end of the provided further that, UKRF may not inspect more than once in any calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreementyear. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the The cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionpaid by UKRF. 5.2 Within sixty LICENSEE, within thirty (6030) days from the end after December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete UKRF true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter twelve-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.2 (b) Total amounts invoiced xxxxxxxx for Licensed Products and Licensed Processes used, leased or Product sold, by or for the Company, its Affiliates or any sublicensees.; 5.2.3 (c) Deductions applicable as provided in computed "Net Sales" as defined in Paragraph 1.6.Article 4; 5.2.4 (d) Total royalties due based on Net Sales by (or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4.a statement that none are due); 5.2.5 (e) Names and addresses of all sublicensees and Affiliates of the Company.LICENSEE; and 5.2.6 On an annual basis(f) Annually, the Company's year-end audited LICENSEE’s certified financial statementsstatements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such quarterly LICENSEE will provide a copy within 30 days of any other form of financial report, business plan or other similar report submitted, the Company shall pay related to the Licensor Licensed Technology that it issues to any third party or to shareholders. In addition, upon written request of UKRF, LICENSEE shall make one or more representatives available for a confidential update about the royalties due and payable under this Agreementstatus of the company. If no royalties Such updates shall be due, the Company shall not be required to make a report pursuant to this Article 5no more frequent than once per year and UKRF will reimburse any reasonable out-of-pocket expenses incurred by LICENSEE in complying with such update requests. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. TEPHA shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable * CONFIDENTIAL TREATMENT REQUESTED 10 to the Licensor by way of royalty as aforesaidMETABOLIX hereunder. Said books of account shall be kept at the CompanyTEPHA's principal place of business or the principal place of business of the appropriate division of TEPHA to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years * following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of METABOLIX or its agents for the purpose of verifying the CompanyTEPHA's royalty statement or compliance in other respects respect with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days Should such inspection lead to the discovery of a greater than * discrepancy in reporting to METABOLIX' detriment, TEPHA agrees to pay the date the Licensor provides the Company notice full cost of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company 5.2. TEPHA shall deliver to the Licensor complete METABOLIX true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter TEPHA and its sublicensees under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder: before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and after the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. These. These reports shall include at least the following: 5.2.1 All Licensed Products 5.2.1. number and Licensed Processes usedtotal xxxxxxxx of LICENSED PRODUCTS falling solely within the METABOLIX PATENT RIGHTS manufactured, leased used or soldsold by TEPHA and its sublicensees; 5.2.2. number and total xxxxxxxx for LICENSED PRODUCTS falling solely within the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; 5.2.3. number and total xxxxxxxx for LICENSED PRODUCTS falling within both the METABOLIX PATENT RIGHTS and the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; 5.2.4. accounting for all LICENSED PROCESSES used or sold by TEPHA and its sublicensees, along with a verification as to each LICENSED PROCESS stating whether it shall fall solely within the CompanyMETABOLIX * CONFIDENTIAL TREATMENT REQUESTED PATENT RIGHTS, its Affiliates solely within the MIT PATENT RIGHTS or any sublicenseesboth within the METABOLIX PATENT RIGHTS and the MIT PATENTS RIGHTS.; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions 5.2.5. deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.61.5; 5.2.6. Running Royalties due under Paragraph 4.1.4.; 5.2.4 Total 5.2.7. royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to payments from sublicensees under paragraph 4.44.1.5.; 5.2.5 Names 5.2.8. total royalties due; and 5.2.9. names and addresses of all sublicensees of TEPHA. TEPHA shall endeavor to obtain similar information from its sublicensees and Affiliates of the Companyshall provide such information which is obtained to METABOLIX. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submitted, the Company TEPHA shall pay to the Licensor METABOLIX the royalties due and payable under this Agreement. If no royalties shall be due, the Company TEPHA shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.4. On or before the subject ninetieth (90th) day following the close of a bona fide dispute TEPHA's fiscal year, TEPHA shall accrue interest from provide METABOLIX with TEPHA's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a balance sheet and an operating statement. 5.5 5.5. The Company agrees to forward to amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment a per annum rate * in effect at the Licensor semi-annually Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose METABOLIX from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts amount payable to the Licensor PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Companytimes, for three (3) years following the end of the calendar year to which they pertain, for to the inspection of the PRINCETON Internal Audit Division and/or an independent certified public accountant retained by an auditor selected PRINCETON and/or a certified public accountant employed by the Licensor, except one to whom the Company has reasonable objection, PRINCETON for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31, of each quarter of each calendar year, the Company shall deliver to the Licensor complete PRINCETON true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 (a) All Licensed Products manufactured and sold. (b) Total amounts actually received by LICENSEE on account of its xxxxxxxx for Licensed Processes used, leased Product sold. (c) Accounting for all the Licensed Process(es) used or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees(d) Deductions applicable as provided in Paragraph 1.9. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6(e) Total royalties due. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 (f) (fl Names and addresses of all sublicensees and Affiliates SubLicensees of the CompanyLICENSEE. 5.2.6 On (g) Annually, within one hundred (100) days of LICENSEE's fiscal year end, LICENSEE's certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an annual basis, the Company's year-end audited financial statementsOperating Statement. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor PRINCETON the royalties due and payable under this Agreement, provided that no payment to PRINCETON shall be payable in the event that the remittance of royalties from foreign countries to the accounts of LICENSEE in the United States shall be blocked by exchange controls in foreign countries, which exchange controls are beyond the control of LICENSE, in which case, such royalties shall be held in escrow and paid to PRINCETON at such time as such exchange controls are no longer blocked. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidUNIVERSITY hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business and or at the supporting data shall be open up to twice per year upon reasonable notice to the Company, for three (3) years following the end principal place of business of the calendar year appropriate Division of LICENSEE to which they pertainthis Agreement relates. For the term of this Agreement, for inspection by an auditor selected by the Licensorupon receipt of thirty (30) days prior written notice, except one LICENSEE shall allow UNIVERSITY or its agents to whom the Company has reasonable objection, inspect such books and records for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty LICENSEE, within thirty (6030) days from the end after March 31, June 30, September 30, and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete UNIVERSITY true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE and its sublicensees during the preceding quarter six-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following, to be itemized per Licensed Product and Licensed Process: 5.2.1 All (a) number of Licensed Products and Licensed Processes commercially used, leased or manufactured and sold, by rented or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced leased; (b) total xxxxxxxx for Licensed Products and Licensed Processes commercially used, leased or sold, by rented or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions leased; (c) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 Total . (d) total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names due; (e) names and addresses of all sublicensees of LICENSEE; (f) total royalty income from all revenues subject to sublicensees' royalties. (g) total sublicensing fee income; (h) total royalties due UNIVERSITY for royalties received from sharing of income from sublicensees; and Affiliates of the Company. 5.2.6 On an annual basis(I) annually, the CompanyLICENSEE's year-end audited certified financial statements.statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement, including full reporting of insurance coverage obtained, as required by Section 8.2 below. UIC Intellectual Property Office 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor UNIVERSITY the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE's fiscal year, LICENSEE shall accrue interest from provide UNIVERSITY with LICENSEE's compiled financial statements as provided to its shareholders for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a Balance Sheet and an Operating Statement. 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting error in any royalty or underpayment Sublicense Income payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty or Sublicense Income payments, (b) interest on such deficiencies from the date such royalty or Sublicense Income payment was due until the date paid at the rate set forth in Section 4.12 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty or Sublicense Income payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment any purpose other than to determine the correctness of LICENSEE’s royalty and filed separately Sublicense Income statement or compliance in other respects with the Commissionthis Agreement. 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within forty-five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE and its permitted sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty and Sublicense Income accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS and Licensed Processes used, leased ACT ANIMAL CELL LINES manufactured and sold by LICENSEE and all sublicensees; b) total bxxxxxxx and the amounts actually received for LICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.9; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statementsprocess, or service type. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and Sublicense Income due and payable under this Agreementfor such three-month period. If no royalties or Sublicense Income shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR hereunder and to enable the Licensor by way of royalty as aforesaidreports provided under Section 5.2 to be verified. Said books of account shall be kept at the Company's LICENSEE’s principal place of business business. Said books and the supporting data shall be open up to twice per year upon reasonable advance notice to the Company, (but not less than five (5) business days notice and no more frequently than once per calendar year) for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of LICENSOR or its agents for the purpose of verifying the Company's LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this License Agreement. If any such audit determines an inspection shows an under reporting error in any royalty or underpayment Sublicense Income payment, LICENSEE shall pay to LICENSOR, within thirty (30) days of the discovery of the error, (a) all deficiencies in royalty or Sublicense Income payments, (b) interest on such deficiencies from the date such royalty or Sublicense Income payment was due until the date paid at the rate set forth in Section 4.12 above, and (c) if such error is in excess of the greater of *** dollars ($***) or *** five percent (***5%) of royalties payable for any twelve (12) month periodroyalty or Sublicense Income payment, then the Company shall reimburse the Licensor for the cost of the inspection at audit. In all other cases, the time costs of the Company pays the unreported royalties, including any late charges as required audit shall be paid for by paragraph 5.4 of this AgreementLICENSOR. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted information disclosed pursuant to an Application audit shall be treated as Confidential Information (as defined in Section 10.1 herein) and shall not be disclosed to any third party or used for Order Granting Confidential Treatment any purpose other than to determine the correctness of LICENSEE’s royalty and filed separately Sublicense Income statement or compliance in other respects with the Commissionthis Agreement. 5.2 Within sixty After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within forty five (6045) days from the end after March 31, June 30, September 30 and December 31 of each quarter of each calendar year, the Company shall deliver to the Licensor complete LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by the Company LICENSEE and its permitted sublicensees during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty and Sublicense Income accounting hereunder. These. Without limiting the generality of the foregoing, these reports shall include at least the following: 5.2.1 All Licensed Products a) the number of LICENSED PRODUCTS and Licensed Processes used, leased ACT ANIMAL CELL LINES manufactured and sold by LICENSEE and all sublicensees; b) total xxxxxxxx and the amounts actually received for LICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; c) an accounting for all LICENSED PROCESSES or sold, LICENSED SERVICES used in the provision of services to others or sold by or for LICENSEE; d) the Company, its Affiliates or any sublicensees.deductions applicable as provided in Section 1.9; and 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for e) the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names names and addresses of all sublicensees and Affiliates parties making LICENSED PRODUCTS on behalf of LICENSEE. The reports shall provide the Company. 5.2.6 On an annual basisabove-identified information by product, the Company's year-end audited financial statements.process, or service 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor LICENSOR the royalties and Sublicense Income due and payable under this Agreementfor such three-month period. If no royalties or Sublicense Income shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company 5.1. TEPHA shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable * CONFIDENTIAL TREATMENT REQUESTED to the Licensor by way of royalty as aforesaidMETABOLIX hereunder. Said books of account shall be kept at the CompanyTEPHA's principal place of business or the principal place of business of the appropriate division of TEPHA to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of METABOLIX or its agents for the purpose of verifying the CompanyTEPHA's royalty statement or compliance in other respects respect with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty Should such inspection lead to the discovery of a greater than Ten Percent (6010%) days discrepancy in reporting to METABOLIX' detriment, TEPHA agrees to pay the full cost of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commissionsuch inspection. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company 5.2. TEPHA shall deliver to the Licensor complete METABOLIX true and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter TEPHA and its sublicensees under this License Agreement as shall be pertinent to a diligence under Article 3 and royalty accounting hereunder: before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and after the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, quarterly, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year. These. These reports shall include at least the following: 5.2.1 All Licensed Products 5.2.1. number and Licensed Processes usedtotal xxxxxxxx of LICENSED PRODUCTS falling solely within the METABOLIX PATENT RIGHTS manufactured, leased used or soldsold by TEPHA and its sublicensees; 5.2.2. number and total xxxxxxxx for LICENSED PRODUCTS falling solely within the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; 5.2.3. number and total xxxxxxxx for LICENSED PRODUCTS falling within both the METABOLIX PATENT RIGHTS and the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; 5.2.4. accounting for all LICENSED PROCESSES used or sold by TEPHA and its sublicensees, along with a verification as to each LICENSED * CONFIDENTIAL TREATMENT REQUESTED PROCESS stating whether it shall fall solely within the CompanyMETABOLIX PATENT RIGHTS, its Affiliates solely within the MIT PATENT RIGHTS or any sublicenseesboth within the METABOLIX PATENT RIGHTS and the MIT PATENTS RIGHTS.; 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions 5.2.5. deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.61.5; 5.2.6. Running Royalties due under Paragraph 4.1.4.; 5.2.4 Total 5.2.7. royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to payments from sublicensees under paragraph 4.44.1.5.; 5.2.5 Names 5.2.8. total royalties due; and 5.2.9. names and addresses of all sublicensees of TEPHA. TEPHA shall endeavor to obtain similar information from its sublicensees and Affiliates of the Companyshall provide such information which is obtained to METABOLIX. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 5.3. With each such quarterly report submitted, the Company TEPHA shall pay to the Licensor METABOLIX the royalties due and payable under this Agreement. If no royalties shall be due, the Company TEPHA shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not 5.4. On or before the subject ninetieth (90th) day following the close of a bona fide dispute TEPHA's fiscal year, TEPHA shall accrue interest from provide METABOLIX with TEPHA's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a balance sheet and an operating statement. 5.5 5.5. The Company agrees to forward to amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment a per annum rate * in effect at the Licensor semi-annually Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose METABOLIX from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company WARNEX shall keep fullmaintain and cause its Affiliate(s) to maintain true, true accurate and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to the Licensor by way under Article 4 hereof for a period of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for three least five (35) years following the end period of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as each report required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the CommissionSection 5.2 below. 5.2 Within sixty (60) days from After the end first commercial sale of each quarter of each calendar yearthe Laboratory Services, the Company WARNEX shall deliver to the Licensor complete XENOMICS within ninety (90) days following each calendar year true and accurate reports, giving such particulars of the business conducted by the Company WARNEX and its Affiliate(s) during the preceding quarter year under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products (a) number of the Laboratory Services sold by WARNEX and Licensed Processes used, leased or sold, its Affiliate(s) and paid by or customers; (b) total sales amounts received from customers for the Company, Laboratory Services sold by WARNEX and its Affiliates or any sublicensees.Affiliate(s); 5.2.2 Total (c) deductions applicable as provided in Section 1.5; (d) total royalties due; and (e) amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statementswithholding taxes. 5.3 With each Said books and records shall be kept at WARNEX’s and/or its Affiliate(s) principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for inspection and copying by an independent certified public accountant selected by XENOMICS and reasonably acceptable to WARNEX and/or its Affiliate(s), upon ten (10) business days advance notice and during regular business hours in order to enable XENOMICS to ascertain the correctness of any report and/or payment made under this Agreement. XENOMICS shall pay the fees and expenses of the accountant engaged to perform the audit, unless such quarterly report submittedaudit reveals an underpayment of five percent (5%) or more for the period examined, in which case WARNEX shall pay all reasonable costs and expenses incurred by XENOMICS in the course of making such determination, including, without limitation, the Company fees and expenses of the accountant. 5.4 WARNEX shall pay to XENOMICS the Licensor the actual royalties due and payable under this Agreementas provided for in Section 4.1 on a quarterly basis. If no actual royalties shall be are due, the Company WARNEX shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company During the term of this Agreement, following the First Commercial Sale, AOI shall keep fulldeliver to Procept a report containing the following information: (i) all Licensed Products or Licensed Processes used, true leased or sold by or for AOI or its Affiliates or sub-sublicensees; (ii) total amounts invoiced for Licensed Product and Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (iii) deductions applicable in computed “Net Sales” as defined in Section 1.5 hereof; (iv) total royalties due based on Net Sales by or for AOI or its Affiliates or sub-sublicensees; (v) names and addresses of sublicensees and Affiliates of AOI; (vi) the amount of Sublicense Revenue received by AOI from any sub-sublicensee listed on Exhibit C, and (vii) on an annual basis, AOI’s year-end financial statements. AOI shall maintain, and shall cause its sub-sublicensees to maintain, complete and accurate books records of account containing all particulars that may be necessary for the purpose of showing the amounts (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to Procept, which records shall contain sufficient information to permit Procept to confirm the Licensor by way accuracy of royalty as aforesaidany reports delivered pursuant to this Section 3.9. Said books of account AOI and its sub-sublicensees shall be kept retain such records relating to a given quarter for at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for least three (3) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year right, at its expense, to which they pertaincause an independent, for inspection by an auditor selected by the Licensor, except one certified public accountant to whom the Company has reasonable objection, inspect such records during normal business hours for the sole purpose of verifying the Company's royalty statement or compliance in other respects with any reports and payments delivered under this License Agreement. If The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this Section reveals an inspection shows an under reporting or underpayment in excess of the greater of *** (i) fifty thousand dollars ($***50,000) or *** and (ii) five percent (***5%) of royalties payable for any twelve (12) month period, then AOI shall bear the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreementsuch audit. All payments required Procept may exercise its rights under this Article 5 Section only once every year and only with reasonable prior notice to AOI. Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due within sixty (60) days maintain the confidentiality of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment such records and filed separately with the Commissionaudits. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 5.2.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 The Company LICENSEE shall keep full, true and accurate books of account containing all particulars that may be maybe necessary for the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at the CompanyLICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open up to twice per year upon at all reasonable notice to the Company, times for three (3) years following the end of the calendar year to which they pertain, for to the inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, of M.I.T. or its agents for the purpose of verifying the CompanyLICENSEE's royalty statement or compliance in other respects with this License Agreement. If an Should such inspection shows an under reporting or underpayment in excess lead to the discovery of the a greater of *** dollars than Ten Percent ($***) or *** percent (***10%) of royalties payable for any twelve (12) month perioddiscrepancy in reporting, then LICENSEE agrees to pay the Company shall reimburse the Licensor for the full cost of the inspection at the time the Company pays the unreported royaltiessuch inspection. 5.2 LICENSEE, including any late charges as required by paragraph 5.4 of this Agreement. All payments required under this Article 5 shall be due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 5.2 Within sixty (60) days from the end after December 31 of each quarter year prior to the first commercial sale of a LICENSED PRODUCT and sixty days after March 31, June 30, September 30 and December 31, of each calendar yearyear after the first commercial sales of a LICENSED PRODUCT, the Company shall deliver to the Licensor complete M.I.T. true and accurate reports, giving such particulars of the business conducted by the Company LICENSEE during the preceding quarter three-month period under this License Agreement as shall be pertinent to a royalty accounting hereunder. These. These shall include at least the following: 5.2.1 All Licensed Products : (a) number of LICENSED PRODUCTS manufactured and Licensed Processes used, leased sold by LICENSEE; (b) total billings for LICENSED PRODUCTS manufactured and sold xx XICENSEE; (c) accounting for all LICENSED PROCESSES used or sold, sold by or for the Company, its Affiliates or any sublicensees. 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.2.3 Deductions LICENSEE; (d) deductions applicable in computed "Net Sales" as defined provided in Paragraph 1.6. 5.2.4 Total 1.5; (e) total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 5.2.5 Names due; and (f) names and addresses of all sublicensees of LICENSEE. LICENSEE shall endeavor to obtain similar information from its sublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the Company's year-end audited financial statements.will provide such information which is obtained to M.I.T. 5.3 With each such quarterly report submitted, the Company LICENSEE shall pay to the Licensor M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, the Company LICENSEE shall not be required to make a report pursuant to this Article 5so report. 5.4 Amounts that are not paid when due and that are not On or before the subject ninetieth (90th) day following the close of a bona fide dispute LICENSEE's fiscal year, LICENSEE shall accrue interest from provide M.I.T. with LICENSEE's certified financial statements for the due date until paidpreceding fiscal year including, at a rate equal to the then prevailing prime rate of Citibankminimum, N.A., plus two percent (2%)a Balance Sheet and an Operating Statement. 5.5 The Company agrees to forward to royalty payments set forth in this Agreement and amounts due under Article 6, shall if overdue, bear interest until payment at a per annum rate Two Percent (2%) above the Licensor semi-annually prime rate in effect at the Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a copy consequence of the lateness of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royaltiespayment. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.