Common use of Reports and Records Clause in Contracts

Reports and Records. 5.1 TARGACEPT shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at 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 at all reasonable times, for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so report.

Reports and Records. 5.1 TARGACEPT The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF the Licensor by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s the Company'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 at all up to twice per year upon reasonable timesnotice to the Company, for five three (53) 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 inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPT’s 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 TARGACEPT, within thirty Within sixty (3060) days after June 30 and December 31, from the end of each quarter of each calendar year, the Company shall deliver to UKRF true the Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These These. shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and Licensed Processes used, leased or sold;, by or for the Company, its Affiliates or any sublicensees. (b) 5.2.2 Total xxxxxxxx amounts invoiced for Licensed Product Products and Licensed Processes used, leased or sold;, by or for the Company, its Affiliates or any sublicensees. (c) 5.2.3 Deductions applicable in computed "Net Sales" as provided defined in Paragraph 5.2;1.6. (d) 5.2.4 Total royalties due;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) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andthe Company. (f) Annually5.2.6 On an annual basis, the TARGACEPT’s certified Company's year-end audited financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementstatements. 5.3 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT the Company shall so 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 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar license year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than ten percent (10%) discrepancy in re- porting to LICENSOR's detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 TARGACEPT6.2 Before the first commercial sales of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall submit the reports due under Paragraph 3.1 (a) on December 31st of each year. After the first commercial sales of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, within thirty sixty (3060) days after March 31, June 30, September 30 and December 31, of each license year, shall deliver to UKRF LICENSOR true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products number of LICENSED PRODUCTS manufactured and soldsold by LICENSEE and all sublicensees; and if multiple patents or patent applications are contained in Patent rights, which of the patents or patent applications apply to each LICENSED PRODUCT; (b) Total xxxxxxxx total billings for Licensed Product sold;LICENSED PRODUCTS sold by LICENSEE and axx xxxxxcensees; each distinct product or model number separately accounted for (c) Deductions accounting for all LICENSED PROCESSES used or sold by LICENSEE and all sublicensees: (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due1.5; (e) Names names and addresses of all sublicensees of TARGACEPT; andLICENSEE. 6.3 On or before the ninetieth (f90th) Annuallyday following the close of LICENSEE's fiscal year, the TARGACEPT’s LICENSEE shall provide LICENSOR with LICENSEE's certified financial statements for the preceding twelve (12) months fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so report.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times and upon reasonable notice for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent a certified public accountant retained designated by UKRF and/or an accountant employed by UKRF, M.I.T. for the sole purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other other-respects with this Agreement. 5.2 TARGACEPTPrior to the year in which LICENSEE makes the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, LICENSEE shall deliver yearly reports to M.I.T. within thirty sixty (3060) days after June 30 and December 31, the end of each year, shall deliver to UKRF true and accurate reports, year giving such the particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding six-month period under this 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: (a) All Licensed Products number of LICENSED PRODUCTS and LICENSED SERVICES manufactured and soldsold by LICENSEE and all sublicensees; (b) Total total xxxxxxxx for Licensed Product soldLICENSED PRODUCTS and LICENSED SERVICES sold by LICENSEE and all sublicensees; (c) Deductions revenue received from sublicensees for LICENSED PRODUCTS and LICENSED SERVICES; (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due;1.6 hereof, Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. (e) Names total royalties due; and (f) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 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 [**] percent ([**]%) 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 M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidJOHNX XXXKXXX xxxeunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division Division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, JOHNX XXXKXXX xx its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTCommencing with the first commercial sale of a Licensed Product, LICENSEE, within thirty sixty (3060) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF true JOHNX XXXKXXX xxxe and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE, its Subsidiaries and its sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold;. (b) Total xxxxxxxx for billxxxx xxx Licensed Product Products sold;. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 5.2;1.6. (de) Total royalties due;. (ef) Names and addresses of all sublicensees of TARGACEPT; and (fLICENSEE. 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) Annuallyof Appendix A. Such subcategorization shall be for JOHNX XXXKXXX xxxinistrative purposes only and shall in no way affect any obligations of any part or the amounts of royalties to be paid under this Agreement. Until there has been a first commercial sale of a Licensed Product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at LICENSEE shall give an annual report of LICENSEE's efforts to achieve a minimum, a Balance Sheet and an Operating Statementfirst commercial sale. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF the JOHNX XXXKXXX xxx royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate * the prime rate in effect at Bank of America on the due date. The payment of such interest shall not foreclose JOHNX XXXKXXX xxxm exercising any other rights it may have as a consequence of the lateness of any payments.

Reports and Records. 5.1 TARGACEPT Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLicensor hereunder. Said books of account shall be kept at TARGACEPT’s Licensee's principal place of business or the principal place of business of the appropriate division of TARGACEPT Licensee to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, during normal working hours for five (5) years following the end of the calendar fiscal year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, Licensor or its agents for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than ten percent (10%) discrepancy in reporting to Licensor's detriment, Licensee agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty Within sixty (3060) days after June 30 and December 31, March 31 of each year, Licensee shall deliver to UKRF Licensor true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Licensee and its sublicensees during the preceding six-twelve- month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) All number of Licensed Products manufactured and soldsold by Licensee and all sublicensees in Territory; (b) Total total xxxxxxxx for Licensed Product soldProducts sold by Licensee and all sublicensees; (c) Deductions deductions applicable as provided in Paragraph 5.21.5; (d) Total royalties duedue on additional payments from sublicensees under Paragraph 3.1(b); (e) Names total royalties due; and (f) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLicensee. 5.3 With each such report submitted, TARGACEPT Licensee shall pay to UKRF Licensor the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT Licensee shall so report. 5.4 The royalty payments set forth in this Agreement and amounts due under Section 6 shall, if overdue, bear interest until payment at a per annum rate two percent (2%) above the prime rate in effect at the Bank of Canada on the due date. The payment of such interest shall not foreclose Licensor from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT 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 amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business determination of the appropriate division amounts payable under Article 4 hereof for a period of TARGACEPT to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for least five (5) years following the end period of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained each report required by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this AgreementSection 5.2 below. 5.2 TARGACEPTAfter the first commercial sale of the Products, within thirty (30) days after June 30 and December 31, of each year, IPSOGEN shall deliver to UKRF XENOMICS each year true and accurate reports, giving such particulars of the business conducted by TRAGACEPT IPSOGEN and its Affiliate(s) during the preceding six-month period year under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed number of the Products manufactured sold by IPSOGEN and soldits Affiliate(s); (b) Total xxxxxxxx total sales amounts invoiced to customers for Licensed Product soldthe Products sold by IPSOGEN and its Affiliate(s); (c) Deductions deductions applicable as provided in Paragraph 5.2Section 1.5; (d) Total total royalties due;; and (e) Names and addresses amounts of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementwithholding 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 report submittedaudit reveals an underpayment of five percent (5%) or more for the period examined, TARGACEPT 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 fees and expenses of the accountant. 5.4 IPSOGEN shall pay to UKRF XENOMICS 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, TARGACEPT IPSOGEN shall so report, and shall make pay the Minimum Royalty Payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE’S principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPT’s LICENSEE’S royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Five Percent (5%) discrepancy in reporting to LICENSOR’S detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, LICENSEE shall deliver to UKRF LICENSOR true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period LICENSEE and its SUBLICENSEES under this 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 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: (a) All Licensed Products manufactured : a. number of LICENSED PRODUCTS manufactured, leased and sold; (b) Total xxxxxxxx sold by and/or for Licensed Product sold; (c) Deductions LICENSEE and all SUBLICENSEES; b. accounting for all LICENSED PROCESSES used or sold by and/or for LICENSEE and all SUBLICENSEES; c. accounting for NET SALES, noting the deductions applicable as provided in Paragraph 5.2; 1.6; d. Royalties due under Paragraph 4.1(c); e. Running Royalties due under Paragraph 4.1(d); f. royalties due on other payments from SUBLICENSEES and assignees under paragraph 4.1(e), and (d) Total f); g. total royalties due; (e) Names ; h. names and addresses of all sublicensees SUBLICENSEES of TARGACEPTLICENSEE; and (f) Annually, i. Copies of all sublicenses executed; j. the TARGACEPT’s certified financial statements for amount spent on product development; and k.. the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementnumber of full time equivalent employees working on the LICENSED TECHNOLOGY. 5.3 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 officer of LICENSEE (or the officer’s designee). With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF LICENSOR the royalties and fees due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.5 On or before the ninetieth (90th) day following the close of LICENSEE’S fiscal year, LICENSEE shall provide LICENSOR with LICENSEE’S consolidated financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. Certified financial statements shall be provided after the company goes public. 5.6 The 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 effect. The payment of such interest shall not foreclose LICENSOR from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, M.I.T. or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting to M.I.T.‘s detriment, LICENSEE agrees to pay the reasonable cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, LICENSEE shall deliver to UKRF M.I.T. true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period LICENSEE and its sublicensees under this 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 reports shall include at least the following: (a) All Licensed Products manufactured and solda. money raised pursuant to paragraph 3.2; (b) Total xxxxxxxx b. number of LICENSED PRODUCTS manufactured, leased and sold by and/or for Licensed Product soldLICENSEE and all SUBLICENSEES; (c) Deductions 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 Paragraph 5.2Paragraphs 1.16 and 6.3, accounting for OTHER REVENUE; e. Running Royalties due under Paragraph 4.l(d), (d) Total royalties duee), and (f); f. payments on MILESTONE PAYMENTS due under Paragraph 4.1 (eg); g Share of lump sum type payment received from SUBLICENSEES and from MEDICAL SERVICE PROVIDERS due under Paragraph 4.1(h), (i) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so report.j);

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE’S principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to for the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, UFRFI or its agents for the purpose of verifying TARGACEPT’s LICENSEE’S royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT5.2. LICENSEE, within thirty sixty (3060) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF UFRFI true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding sixproceeding three-month period under this Agreement agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All numbers of Licensed Products manufactured and sold;. (b) Total total xxxxxxxx for Licensed Product Products sold;. (c) Deductions applicable as provided in Paragraph 5.2;itemized list of sublicenses sold and amounts. (d) Total royalties due;accounting for all Licensed Processes used or sold. (e) Names total royalties and addresses of all sublicensees of TARGACEPT; andfees due. (f) Annuallynames and addresses of sublicensees of LICENSEE. 5.3. With each such report submitted, LICENSEE shall pay to UFRFI the TARGACEPT’s royalties due and payable under this Agreement. If no royalties are due, LICENSEE shall so report. 5.4. On or before the one hundredth (100th) day following the close of LICENSEE’S fiscal year, LICENSEE shall provide UFRFI with LICENSEE’S certified financial statements for the preceding twelve (12) months fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each 5.5. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) or any successor on the due date. The payment of such report submitted, TARGACEPT interest shall pay to UKRF not foreclose UFRFI from exercising any other rights it may have as a consequence of the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so reportlateness of payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesand shall be maintained in accordance with generally accepted accounting principles (GAAP). Said books and the supporting data shall be open at all open, upon reasonable timesnotice to LICENSEE and no more than twice per calendar year, for five (5) years following the end of the calendar year to which they pertain, to for inspection by the inspection of the UKRF PRINCETON Internal Audit Division and/or by an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFPRINCETON, to which LICENSEE has no reasonable objection, for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this License Agreement. 5.2 TARGACEPTLICENSEE, within thirty sixty (3060) days after June 30 and December 31, the end of each quarter of each calendar year, shall deliver to UKRF PRINCETON true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding six-month period quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and leased or sold, by or for LICENSEE or its sublicensees; (b) Total xxxxxxxx amounts received for Licensed Product soldProducts leased or sold by LICENSEE; (c) Deductions applicable as provided in Paragraph 5.2the definition of Net Revenues; (d) Total royalties duedue to PRINCETON based on Net Revenues of LICENSEE; (e) Names and addresses of all sublicensees of TARGACEPT; andPatent Rights of LICENSEE, and the applicable royalty rates for each sublicense; (f) AnnuallyNet 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 LICENSEE; (h) On an annual basis, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE's annual report. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount payable to UKRF by way of royalty Licensor under this Agreement as aforesaid. Said books of account shall be kept at TARGACEPT’s Licensee's principal place of business or the principal place of business of the appropriate division subsidiary of TARGACEPT Licensee to which this Agreement directly relates. Said books and the supporting data shall be open at all reasonable business times, for five (5) * * * years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or inspection, no more frequently than *** times per year, by an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFLicensor, at Licensor's expense, for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT4.2 Licensee, within thirty (30) days * * * after June 30 * * * and December 31, * * * of each year, calendar year shall deliver to UKRF Licensor true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Licensee during the preceding six-month * * * period under this Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx and receipts for Licensed Product Products sold; (c) Deductions applicable as provided in Paragraph 5.2Accounting for all the Licensed Process(es) used or sold; (d) Total royalties dueAllowable deductions; (e) Names and addresses of all sublicensees of TARGACEPTTotal royalties due; and (f) Annually, the TARGACEPT’s certified financial statements List prices for the preceding twelve (12) months including, at a minimum, a Balance Sheet Licensee's products during such * * * period; customer sales literature distributed during such * * * period and an Operating Statementpress releases distributed during such * * * period. 5.3 4.3 With each such report submitted, TARGACEPT Licensee shall pay to UKRF Licensor the royalties then due and payable under this Agreement. If no royalties payments shall be due, TARGACEPT Licensee shall so report.. * * * Confidential Treatment Requested

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidunder ARTICLE IV hereof. Said books of account records shall be kept at TARGACEPT’s Biomira's principal place of business or the principal place of business of the appropriate division of TARGACEPT Biomira to which this Agreement AGREEMENT relates. Said books and the supporting data records shall be open at all reasonable times, available for five inspection by a certified public accountant selected by DFCI and reasonably acceptable to Biomira during regular business hours for three (53) 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 underpayment by Biomira amounting to [+] or more of the UKRF Internal Audit Division and/or an independent certified public accountant retained royalties properly due to DFCI, in which case such cost and expenses shall be borne by UKRF and/or an accountant employed Biomira. Only one such inspection may be conducted by UKRF, for the purpose DFCI in any one calendar year. The provisions of verifying TARGACEPT’s royalty statement or compliance in other respects with this AgreementSection 5.1 shall survive termination of this AGREEMENT. 5.2 TARGACEPT, within thirty Within forty-five (3045) days after June 30 and December 31, 31 of each yearyear in which this AGREEMENT is in effect, commencing with the year in which the first commercial sale of a Licensed Product made by Biomira, an Affiliate, or a Sublicensee, Biomira shall deliver to UKRF 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 TRAGACEPT if any, relating to this AGREEMENT during the preceding sixtwelve-month period under this Agreement as shall be pertinent to a royalty accounting hereunderperiod. These reports shall include at least the following: (a) All Number of Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product Products sold; (c) Deductions applicable as provided in Paragraph 5.2;to a determination of Net Sales; and (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submittedreport, TARGACEPT Biomira shall pay to UKRF DFCI the royalties due and payable under this Agreementas provided for in Section 4.5. If no royalties shall be are due, TARGACEPT Biomira shall so report.. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE’S principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPT’s LICENSEE’S royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Five Percent (5%) discrepancy in reporting to LICENSOR’S detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, LICENSEE shall deliver to UKRF LICENSOR true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period LICENSEE and its SUBLICENSEES under this 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 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: (a) All Licensed Products manufactured a. number of LICENSED PRODUCTS manufactured, leased and soldsold by and/or for LICENSEE and all SUBLICENSEES; (b) Total xxxxxxxx b. accounting for Licensed Product soldall LICENSED PROCESSES used or sold by and/or for LICENSEE and all SUBLICENSEES; (c) Deductions c. accounting for NET SALES, noting the deductions applicable as provided in Paragraph 5.21.6; d. Royalties due under Paragraph 4.1(c); e. Running Royalties due under Paragraph 4.1(d); f. royalties due on other payments from SUBLICENSEES and assignees under paragraph 4.1(e), and (d) Total f); g. total royalties due; (e) Names h. names and addresses of all sublicensees SUBLICENSEES of TARGACEPTLICENSEE; i. Copies of all sublicenses executed; j. the amount spent on product development; and (f) Annually, k. the TARGACEPT’s certified financial statements for number of full time equivalent employees working on the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSED TECHNOLOGY. 5.3 5.4 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF LICENSOR the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.5 On or before the ninetieth (90th) day following the close of LICENSEE’S fiscal year, LICENSEE shall provide LICENSOR with LICENSEE’S consolidated financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. Certified financial statements shall be provided after the company goes public. 5.6 The 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 effect at the Chase Manhattan Bank (N.A.) or its successors on the due date. The payment of such 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. LICENSOR shall provide LICENSEE with copies of all relevant documentation and keep LICENSEE informed and apprized of the continuing prosecution. LICENSEE shall keep any such documentation and information confidential. 6.2 LICENSEE shall pay in advance (Total to be 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 taxes on such patent rights, 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 countries in which LICENSEE does not elect to file; e. to elect whether and when to file divisionals, continuations, 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 otherwise to those patents. 6.3 Except at otherwise provided herein, payment of all fees and costs relating to the 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 LICENSOR within thirty (30) days of invoicing; late payments shall accrue interest and shall be subject to Paragraph 5.6. 6.4 In the event the PATENT RIGHTS are licensed to an independent third party for a different field of use, LICENSEE’S will subsequently be responsible only for its pro-rata share of patent prosecution expenses as described in this Section 6. For example, if 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 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount due and payable to UKRF 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 TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division SUBSIDIARY of TARGACEPT LICENSEE to which this Agreement directly relates. Said books and the supporting data shall be open at all reasonable times, for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF BRANDEIS Internal Audit Division and/or an independent certified public accountant retained by UKRF BRANDEIS and/or an a certified public accountant employed by UKRFBRANDEIS, for the purpose of verifying TARGACEPTat BRANDEIS’ expense LICENSEE’s royalty statement or compliance in other respects with this Agreement. Auditing of LICENSEE books and supporting data by a representative of BRANDEIS can occur during normal business hours upon thirty (30) days written request. 5.2 TARGACEPTLICENSEE, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF BRANDEIS true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) All Licensed Products manufactured and List of LICENSED PRODUCTS sold;, with their weight percentage of oil and/or fat. (b) Total xxxxxxxx for Licensed Product Quantity (weight) of LICENSED PRODUCT(S) sold;. (c) Deductions applicable as provided in Paragraph 5.2;Total fees and royalties due from all sales, uses and sublicenses. (d) Total royalties due; (e) Names and addresses of all sublicensees SUBLICENSEES of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so report.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all to inspection on behalf of UFRFI upon reasonable times, for five (5) years following the end of the calendar year to which they pertain, notice during reasonable business hours to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, extent necessary for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. Such inspection shall be made not more than often than once each calendar year at the 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 close of any calendar half-year. 5.2 TARGACEPTLICENSEE, within thirty forty-five (3045) days after June 30 and December 31, of each year, shall deliver to UKRF UFRFI true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following:; (a) All number of Licensed Products manufactured and sold;. (b) Total total xxxxxxxx for Licensed Product Products sold;. (c) Deductions accounting for all Licensed Processes used or sold. (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due;Paragraphs 1.5 and 1.13. (e) Names total royalty due. (f) names and addresses of all sublicensees of TARGACEPT; andLICENSEE. (fg) AnnuallyA progress report on patent filings in each country, including the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingserial number, at a minimumname of patent application, a Balance Sheet name of inventors and an Operating Statementstatus of each patent application covering Licensed Products or Licensed Processes. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 The royalty payments, license fees, and reimbursement for patent-related expenses set forth in this Agreement shall, if overdue, bear interest until payment at the monthly rate of one percent (1%). 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 On or before the sixtieth (60th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide UFRFI with an audited financial statement for the preceding fiscal year.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF the Licensor by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s the Company'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 at all available to the Licensor up to twice per year upon reasonable timesnotice to the Company, for five (5) 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 inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPT’s 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 *** *** of royalties payable for any 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 5.5 of this Agreement. All payments required under this Article 5 shall be due within 60 days of the date the Licensor provides the Company notice of the payment due. 5.2 TARGACEPT, within thirty (30) 5.3 Within 45 days after June 30 and December 31, from the end of each quarter of each calendar year, the Company shall deliver to UKRF true the Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) 5.3.1 All Licensed Products manufactured and Licensed Processes used, leased or sold;, by or for the Company, its Affiliates or any sublicensees. (b) 5.3.2 Total xxxxxxxx amounts invoiced for Licensed Product Products and Licensed Processes used, leased or sold;, by or for the Company, its Affiliates or any sublicensees. (c) 5.3.3 Deductions applicable in computing "Net Sales" as provided defined in Paragraph 5.2;1.6. (d) 5.3.4 Total royalties due;due based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, pursuant to paragraphs 4.2 - 4.3. (e) 5.3.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andthe Company. (f) Annually5.3.6 On an annual basis, the TARGACEPT’s certified Company's year-end audited financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementstatements. 5.3 5.4 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT the Company shall so not be required to make a report pursuant to this Article 5. 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%). 5.6 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 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. 5.7 The 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 reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 TARGACEPT Ixion shall keep full, true true, and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at TARGACEPT’s Ixion's principal place of business or the principal place of business of the appropriate division of TARGACEPT Ixion to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) three years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, UFRFI or its agents at UFRFI's expense for the purpose of verifying TARGACEPT’s Xxxxx's royalty statement or compliance in other respects with this Agreementstatements. 5.2 TARGACEPTIxion, within thirty (30) 45 days after March 31, June 30 30, September 30, and December 31, of each year, shall deliver to UKRF UFRFI true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Ixion and its sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All number of Licensed Products manufactured and sold; (b) Total total xxxxxxxx for Licensed Product Products sold; (c) Deductions applicable as provided in Paragraph 5.2an accounting for all Licensed Processes used or sold; (d) Total deductions applicable to a determination of Net Sales; (e) total royalties due; (ef) Names names and addresses of all sublicensees of TARGACEPTIxion; and (fg) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementreport on any patent extensions sought pursuant to section 6.1 hereof. 5.3 With each such report submitted, TARGACEPT Ixion shall pay to UKRF UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT Ixion shall so report. 5.4 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 an operating statement for the preceding fiscal year then ended. 5.5 The royalty payments, license fees, and reimbursement for patent- related expenses set forth in this Agreement shall, if overdue, bear interest until payment at the monthly rate of 1.0%. 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.

Reports and Records. 5.1 TARGACEPT 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 amount (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to UKRF by way Procept, which records shall contain sufficient information to permit Procept to confirm the 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 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 at all reasonable times, for five least three (53) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year to which they pertainright, at its expense, to the inspection of the UKRF Internal Audit Division and/or cause an independent independent, certified public accountant retained by UKRF and/or an accountant employed by UKRF, to inspect such records during normal business hours for the sole purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with any reports and payments delivered under this Agreement. 5.2 TARGACEPT, . The parties shall reconcile any underpayment or overpayment within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars the accountant delivers the results of the business conducted by TRAGACEPT during audit. In the preceding six-month period event that any audit performed under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least Section reveals an underpayment in excess of the following: greater of (ai) All Licensed Products manufactured fifty thousand dollars ($50,000) and sold; (bii) Total xxxxxxxx five percent (5%) of royalties payable for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding any twelve (12) months includingmonth period, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each AOI shall bear the full cost of such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable audit. Procept may exercise its rights under this AgreementSection only once every year and only with reasonable prior notice to AOI. If no royalties Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due, TARGACEPT shall so reportmaintain the confidentiality of such records and audits.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, M.I.T. or its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting to M.I.T.'s detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, LICENSEE shall deliver to UKRF M.I.T. true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period LICENSEE and its sublicensees under this 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. Asterisks 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: (a) All Licensed Products manufactured a. number of LICENSED PRODUCTS manufactured, leased and soldsold by and/or for LICENSEE and all sublicensees; (b) Total xxxxxxxx b. accounting for Licensed Product soldall LICENSED PROCESSES and/or LICENSED SERVICES used or sold by and/or for LICENSEE and all sublicensees; (c) Deductions c. accounting for NET SALES, noting the deductions applicable as provided in Paragraph 5.21.5; (d) Total d. Running Royalties due under Paragraph 4.1(c); e. royalties due on other payments from sublicensees under paragraph 4.1(d); f. total royalties due;; and (e) Names g. names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. 5.5 The amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate [**] Percent ([**]%) 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 M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Reports and Records. 5.1 TARGACEPT ACORDA shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way AERES and the accuracy of royalty as aforesaidthe reports made to AERES hereunder. Said books of account Such records shall be kept at 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 at all reasonable times, retained by ACORDA for five three (53) years following the end of the calendar year to which they pertain. If so requested by AERES, to the inspection of the UKRF Internal Audit Division and/or abstracts thereof shall be made by an independent independent, certified public accountant retained appointed by UKRF and/or an accountant employed AERES, all at the expense of AERES, except in the event that the results of the audit reveal a discrepancy to be corrected in AERES’s favour of five percent (5%) or more, then the audit fees shall be paid by UKRF, for the purpose of verifying TARGACEPT’s royalty statement ACORDA. Any such discrepancies will be promptly corrected by a payment or compliance in other respects with this Agreementrefund as appropriate. 5.2 TARGACEPTACORDA, within thirty ninety (3090) days after March 31, June 30, September 30 and December 31, of each yearyear after Commercial Introduction, shall deliver to UKRF AERES true and accurate reports, giving such particulars of the business conducted by TRAGACEPT ACORDA, its Affiliates and Licensees during the preceding six-month period under this Agreement quarter as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed number of Products manufactured and sold; (b) Total total xxxxxxxx for Licensed Product soldProducts sold on a country-by-country basis; (c) Deductions deductions applicable as provided in Paragraph 5.2Article 1.8; (d) Total total royalties due; (e) Names names and addresses of all sublicensees Affiliates and Licensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementACORDA under this Agreement. 5.3 With each such report submitted, TARGACEPT ACORDA shall pay to UKRF AERES the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT ACORDA shall so report. 5.4 The royalties due shall be paid by ACORDA to AERES in Pounds Sterling (UK£) and shall be remitted to a 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 payment of such interest shall not foreclose AERES from exercising any other rights it may have a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT 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 amount (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to UKRF by way Procept, which records shall contain sufficient information to permit Procept to confirm the 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 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 at all reasonable times, for five least three (53) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year to which they pertainright, at its expense, to the inspection of the UKRF Internal Audit Division and/or cause an independent independent, certified public accountant retained by UKRF and/or an accountant employed by UKRF, to inspect such records during normal business hours for the sole purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with any reports and payments delivered under this Agreement. 5.2 TARGACEPT, . The parties shall reconcile any underpayment or overpayment within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars the accountant delivers the results of the business conducted by TRAGACEPT during audit. In the preceding six-month period event that any audit performed under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least Section reveals an underpayment in excess of the following: greater of (ai) All Licensed Products manufactured fifty thousand dollars ($50,000) and sold; (bii) Total xxxxxxxx five percent (5%) of royalties payable for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding any twelve (12) months includingmonth period, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each AOI shall bear the full cost of such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable audit. Procept may exercise its rights under this AgreementSection only once every year and only with reasonable prior notice to AOI. If no royalties Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due, TARGACEPT shall so reportmaintain the confidentiality of such records and audits.

Reports and Records. 5.1 TARGACEPT The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF the Licensor by way of royalty and other payments as aforesaid. Said books of account shall be kept at TARGACEPT’s the Company'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 at all up to twice per year upon reasonable timesnotice to the Company, for five two (52) years following the end of the calendar year to which they pertain, for inspection by the Licensors’ internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPT’s the Company's royalty statement and any other payment reports required under this License Agreement. If an inspection shows an under reporting or compliance underpayment in other respects with excess of the greater of $[***] or [***] 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 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. 5.2 TARGACEPT, within thirty Within sixty (3060) days after June 30 and December 31, from the end of each yearquarter of each calendar year for which royalties are due hereunder, the Company shall deliver to UKRF true the Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and used, leased or sold;, by or for the Company or its Affiliates or sublicensees. (b) 5.2.2 Total xxxxxxxx amounts invoiced for Licensed Product Products used, leased or sold;, by or for the Company or its Affiliates or sublicensees. (c) 5.2.3 Deductions applicable in computed "Net Sales" as provided defined in Paragraph 5.2;Section 1.8. (d) 5.2.4 Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements due based on Net Sales by or for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementCompany or its Affiliates or sublicensees. 5.2.5 All other amounts due Licensor hereunder. 5.3 With each such report submitted, TARGACEPT the Company shall pay to UKRF the Licensor the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT the Company shall so reportnot be required to make a report pursuant to this Article 5. 5.4 Amounts which are not paid when due and 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 [***] percent ([***]%). 5.5 The Licensor agrees to hold in confidence each report delivered by the Company pursuant to this Article 5. 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 TARGACEPT 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 amount amounts payable to UKRF IGI by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s the Company'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 at all opened up to IGI twice per year upon reasonable timesnotice to the Company. In addition, for five two (52) years following the end of the calendar year to which they pertain, said books of account shall be opened up for inspection by IGI's internal accounting staff, independent accountants, chief financial officer and/or by another qualified professional designated by IGI, except one to whom the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPT’s the Company's royalty statement statements or compliance in other respects with this Agreement. If an inspection shows an under reporting or underpayment of royalties in excess of the greater of $50,000 or two percent (2%) of royalties payable for the preceding twelve (12) month period, then the Company shall within ten (10) days reimburse IGI for the all costs and expenses of the inspection together with payment of the full amount of the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. 5.2 TARGACEPTCommencing 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 thirty (60 days following each fiscal quarter ending March 31, June 30) days after June , September 30 and December 31, 31 of each calendar year, shall deliver to UKRF true . complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company and its Affiliates and sublicensees during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All 5.2.1 List of all Licensed Products manufactured and sold;used, leased, sold or distributed by or for the Company or its Affiliates or sublicensees. (b) 5.2.2 Total xxxxxxxx gross amounts invoiced for all Licensed Products used, leased, sold or distributed by or for the Company or its Affiliates or its sublicensees. 5.2.3 Total amount of deductions applicable in computed "Net Sales" as defined in Paragraph 1.7 on gross amounts invoiced for Licensed Product sold;Products used, disturbed, leased, or sold by or for the Company or its Affiliates or its sublicensees. (c) Deductions applicable as provided in Paragraph 5.2; (d) 5.2.4 Total royalties due;due from Net Sales of Licensed Products by or for the Company or its Affiliates or its sublicensees. (e) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andthe Company. (f) Annually5.2.6 On an annual basis, the TARGACEPT’s certified year-end financial statements for each of the preceding twelve (12) months including, at a minimum, a Balance Sheet Company and an Operating Statementits Affiliates and sublicensees. 5.3 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF IGI the royalties due and payable under this Agreement. If In the event no royalties shall be duedue under the terms hereof, TARGACEPT the Company shall so reportinform IGI in writing. 5.4 Amounts which are not paid when due and 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 IGI a copy of any and all reports, which are in substance similar to the reports required by this Article 5, received from any sublicensee and other documents received from any sublicensee as 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 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, IGI may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that 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 TARGACEPT IDDS shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF Shimoda and Farmarc by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s IDDS'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 at all for inspection up to twice per year, upon reasonable timesnotice to IDDS, for five two (52) years following the end of the calendar year to which they pertainpertain by Shimoda (on behalf of itself and Farmarc) through Shimoda's internal audit division or by another designated auditor selected by Shimoda, except one to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFwhom IDDS has reasonable objection, for the purpose of verifying TARGACEPT’s IDDS's royalty statement payments hereunder. If an inspection shows an under reporting or compliance underpayment in other respects with 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 royalties due and shall reimburse Shimoda or Farmarc for the cost of the inspection at the time 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 Shimoda provides IDDS notice of the payment due. 5.2 TARGACEPT, within thirty Within sixty (3060) days after June 30 and December 31, from the end of each year, calendar quarter. IDDS shall deliver to UKRF true Farmarc and Shimoda complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT IDDS, its sublicensees and Affiliates during the preceding six-month period quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and Licensed Processes used, leased or sold;, by or for IDDS, its sublicensees and Affiliates (including the number of units sold). (b) 5.2.2 Total xxxxxxxx amounts invoiced for Licensed Product Products and Licensed Processes used, leased or sold;, by or for IDDS, its sublicensees or its Affiliates. (c) 5.2.3 Deductions applicable as provided in Paragraph 5.2;computing Net Sales. (d) 5.2.4 Total royalties due;due based on Net Sales by or for IDDS, its sublicensees and Affiliates. (e) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andIDDS. (f) Annually5.2.6 On an annual basis, the TARGACEPT’s certified IDDS's year-end audited financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementstatements. 5.3 With each such quarterly report submitted, TARGACEPT IDDS shall pay to UKRF Shimoda and Farmarc the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT IDDS shall so reportnot be required to make a report pursuant to this Article 5. 5.4 Amounts which are not paid when due and 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. (or such applicable successor entity), plus two percent (2%). 5.5 IDDS agrees to forward to Shimoda annually a copy of any 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 Shimoda may reasonably request, as may be pertinent to an accounting of royalties. 5.6 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 IDDS pursuant to this Article 5 as Confidential Information pursuant to Article 17 herein.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF PRINCETON Internal Audit Division and/or an independent certified public accountant retained by UKRF PRINCETON and/or an a certified public accountant employed by UKRF, PRINCETON for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects aspects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF PRINCETON true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold;. (b) Total amounts actually received by LICENSEE on account of its xxxxxxxx for Licensed Product sold;. (c) Accounting for all the Licensed Process(es) used or sold. (d) Deductions applicable as provided in Paragraph 5.2;1.8. (de) Total royalties due;. (ef) Names and addresses of all sublicensees Sublicensees of TARGACEPT; andLICENSEE. (fg) Annually, the TARGACEPT’s 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 Operating Statement. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount determination of the amounts payable to UKRF under Article 4 hereof for a period of at least four (4) years following the period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at TARGACEPTEXACT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesand shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the supporting data extent not previously audited, shall be open at all reasonable timesavailable 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 five three (53) years following the end of the calendar year to which they pertain, pertain in order to the inspection enable Genzyme (or its licensor of the UKRF Internal Audit Division Patent Rights) to ascertain the correctness of any report and/or payment made under this Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be conducted at the expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, underpayment of five percent (5%) or more for the purpose 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 verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreementmaking such determination, including without limitation the fees and expenses of the accountant. 5.2 TARGACEPT, within thirty Within forty-five (3045) days after March 31, June 30, September 30 and December 31, of each yearyear in which this Agreement is in effect, EXACT shall deliver to UKRF Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by TRAGACEPT its activities relating to this Agreement during the preceding six-three month period under this Agreement as shall be pertinent to a royalty accounting hereunderperiod. These reports shall include at least the following: (a) All Licensed Products manufactured and soldthe total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) Total xxxxxxxx for the total gross sales of Licensed Product soldReagents and Kits, each individually, on a country-by-country basis during the applicable period; (c) Deductions the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the applicable as provided in Paragraph 5.2;period, 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 combination products; and (d) Total the calculation of total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annuallydue in U.S. dollars, together with the TARGACEPT’s certified financial statements exchange rates used for conversion, to the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementextent applicable. 5.3 With each such report submittedreport, TARGACEPT EXACT shall pay to UKRF 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, TARGACEPT EXACT shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept left at TARGACEPT’s Licensee's principal place of business or the principal place of business of the appropriate division of TARGACEPT Licensee to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, M.I.T. or its agents for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting to M.I.T.'s detriment, Licensee agrees to pay the reasonable cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, 5.2. Licensee shall deliver to UKRF M.I.T. true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period Licensee and its sublicensees under this 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 reports shall include at least the following: (a) All number of Licensed Products manufactured manufactured, leased and soldsold by and/or for Licensee and all sublicensees; (b) Total xxxxxxxx accounting for all Licensed Product soldProcesses used or sold by and/or for Licensee and all sublicensees; (c) Deductions accounting for Net Sales, noting the deductions and credits applicable as provided in Paragraph 5.2Paragraphs 1.11 and 6.3, accounting for Other Revenue; (d) Total royalties dueRunning Royalties due under Paragraph 4.1(e) and (f); (e) Names Running Royalties due under Paragraph 4.1(g) and (h); (f) total royalties due; and (g) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLicensee. 5.3 5.3. With each such report submitted, TARGACEPT Licensee shall pay to UKRF M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT Licensee shall so report. 5.4. On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide M.I.T. with Licensee's certified financial statements for the preceding 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 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 M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidXxxxx hereunder. Said accurate books of account shall be kept at TARGACEPTthe Company’s principal place of business or the principal place of business of the appropriate division of TARGACEPT the Company to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, Xxxxx or his agents for the purpose of verifying TARGACEPTthe Company’s royalty statement or compliance in other respects with this Agreement. Xxxxx shall pay the cost of any such inspection, unless such inspection lead to the discovery of a greater than ten percent (10%) discrepancy in reporting, in which case the Company agrees to pay half the cost of such inspection. 5.2 TARGACEPT, within thirty 6.2. Within sixty (3060) days after June 30 and December 31, the end of each yearfiscal quarter of the Company, the Company shall deliver to UKRF Xxxxx true and accurate reportsreports certified as correct by the Company’s chief financial officer, giving such particulars of the business conducted by TRAGACEPT the Company and its Sublicensees during the preceding six-month period fiscal quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed number of Products manufactured and soldsold by the Company and all Sublicensees; (b) Total total xxxxxxxx for Licensed Product soldall Products sold by the Company and all Sublicensees; (c) Deductions accounting for all Processes used or sold by the Company and all Sublicensees; (d) all payments made by Sublicensees to the Company and names and addresses of all Sublicensees; (e) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT1.5 hereof; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementtotal royalties due. 5.3 6.3. With each such report submitted, TARGACEPT the Company shall pay to UKRF Xxxxx the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT the Company shall so report. 6.4. On or before the ninetieth (90) day following the close of the Company’s fiscal year, the Company shall provide Xxxxx with the Company’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 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. 6.6. Xxxxx hereby confirms and agrees (a) that the Company has paid all consulting fees owed to Xxxxx for any and all consulting services provided by Xxxxx to the Company through December 31, 2006 and (b) that the Company has paid all royalties accrued to Xxxxx through December 31, 2006, in each case whether pursuant to this Agreement, the 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 and all financial obligations due and payable to Xxxxx through the date hereof. The Company hereby confirms and agrees that Xxxxx has performed all of his obligations to provide consulting services to the Company through the date hereof.

Reports and Records. 5.1 TARGACEPT PGx shall keep full, true complete and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF 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 TARGACEPTPGx’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relates. Said books business, and the supporting data shall be open at all reasonable times, maintained for five (5) [ * ] years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTPGx, within thirty (30) [ * ] days after June 30 and December 31, of the end of each yearof its fiscal quarters following the date of the First Commercial Sale, shall deliver to UKRF true UVAPF complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT PGx, its Affiliates, and its Sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) All 5.2.1 the numbers of each Licensed Products Product manufactured and soldsold by PGx and each Affiliate and Sublicensee; (b) Total 5.2.2 total xxxxxxxx for Licensed Product soldProducts by PGx and each Affiliate and Sublicensee; (c) Deductions 5.2.3 deductions applicable as provided in Paragraph 5.2Section 1.8; (d) Total 5.2.4 total royalties duedue under Section 4.1; (e) Names 5.2.5 names and addresses of all sublicensees Affiliates and Sublicensees of TARGACEPTPGx; 5.2.6 payments received from each Sublicensee; and (f) Annually5.2.7 payments due to UVAPF under Section 4.1.7. In addition to the foregoing reports, the TARGACEPTPGx shall deliver annually a report containing PGx’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet balance sheet and an Operating Statementincome statement along with a brief narrative on operations. 5.3 With each such quarterly report submitted, TARGACEPT PGx shall pay to UKRF UVAPF the royalties and other payments due and payable under this Agreement. If no royalties shall be due, TARGACEPT 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 laws and regulations controlling in any foreign country. If any currency conversion shall 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 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 claim for income tax credit in respect of any sum so withheld. 5.4 UVAPF shall have the right, 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 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 underpaid amount and interest due thereon, plus reimbursement for all such audit costs.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF USC by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s LICENSEE'S principal place of business or the principal place of business of the appropriate division Division of TARGACEPT LICENSEE to which this Agreement relates. , Said books and the supporting data shall be open at all reasonable times, but not more often than once each year, for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF USC Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, USC for the purpose of verifying TARGACEPT’s LICENSEE'S royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty sixty (3060) days after June 30 and December 31, each calendar quarter of each year, the License Year shall deliver to UKRF true 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 TRAGACEPT LICENSEE during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold;. (b) Total xxxxxxxx for Licensed Product sold;. (c) Accounting for all the Licensed Process(es) used or sold. (d) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due;4.2. (e) Total Royalties due. (f) Names and addresses of all sublicensees of TARGACEPT; andLICENSEE. (fg) Licensed Products manufactured and sold to the United States Government. (No royalty obligations shall arise due to use for or on behalf of the United States Government in view of the royalty-free, non-exclusive license heretofore granted to the United States government. (h) Annually, the TARGACEPT’s LICENSEE'S certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF USC the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 Any payments due hereunder on sales outside of the United States shall be payable in U.S. Dollars at the rate of exchange 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, divided by two (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 Wall Street Journal, provide however that if royalty payments are withheld due to a good faith dispute, then the interest charge shall be five percent (5) per annum in excess of the Prime Rate. Whenever such Prime Rate, as so published, changes, the interest rate described above shall correspondingly change, effective upon the opening of business on the date of publication of such change.

Reports and Records. 5.1 TARGACEPT 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 be necessary for the purpose of showing the amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to and records which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF enable the royalties due and payable under this AgreementAGREEMENT to be verified. The records for each CALENDAR QUARTER shall be maintained for three (3) years after the submission of the report covering such period. Upon reasonable prior notice to VGXI, 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 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 no 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 be duepay 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, TARGACEPT in addition to such underpayment. 4.3.4 INO is entitled to only one copy of any reports under this Section 4.3, and shall so reportdistribute 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. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relates. Said Licensor hereunder, and said books and the supporting data shall be open at all reasonable timesopen, for to the extent 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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFLicensor or its agents, no more frequently than semi-annually, for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement (the "Audit"). This obligation to maintain accurate books of account and the right to inspect them shall survive termination of this Agreement. 5.2 TARGACEPT, . Licensee may submit a new statement correcting an unintentional and newly discovered overpayment within thirty one hundred twenty (30120) days after June 30 and December 31the 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 due to Licensor hereunder, unless such overpayment is made on the last payment due under this Agreement, in which case Licensor shall reimburse such overpayment to Licensee within sixty (60) days of receipt of the new statement. 6.2 Licensee, within sixty (60) days after the end of each yearcalendar quarter, shall deliver to UKRF Licensor true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Licensee and its Sublicensces during the preceding six-three (3) month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: , including without limitation: (a) All number of Licensed Products manufactured and sold; sold by Licensee and by each Sublicensee; (b) Total xxxxxxxx total billings for Licensed Product Products sold by Licensor and by, Sublicensee; (x) xxcounting for all Licensed Products used or sold; (c) Deductions applicable as provided in Paragraph 5.2; ; and (d) Total royalties due; (e) Names names and addresses of all sublicensees Sublicensees of TARGACEPT; and (f) AnnuallyLicensee. In the event that the Audit shows an underpayment, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT 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 UKRF the royalties due amounts underpaid, costs of the Audit and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so reportinterest on the underpayment at an annual rate of five percent (5%).

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE’S principal place of business or the principal place of business of the appropriate division Division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, M.I.T. or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty (30) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF M.I.T. true and accurate reports, giving such such. particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold;. (b) Total xxxxxxxx billings and collections for Licensed Product Products sold;. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 5.2;1.7. (de) Total royalties due;. (ef) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or before the 90th day following the close of LICENSEE’s fiscal year, LICENSEE shall provide M.I.T. LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an operating 5.5 The royalty payments set forth in this Agreement. shall, if overdue, bear interest until payment at a per annum rate four percent (4%) 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 M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division Division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty (30) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF LICENSOR true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Number of Licensed Products manufactured and sold;. (b) Total xxxxxxxx for Licensed Product Products sold;. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 5.2;1.6. (de) Total royalties due;. (ef) Names and addresses of all sublicensees of TARGACEPT; and LICENSEE. <(fg) AnnuallyLicensed Products manufactured and sold to the United States Government. (No royalty obligations shall arise due to use by, for or on behalf of the TARGACEPT’s certified financial statements for United States Government in view of a royalty-free, nonexclusive license heretofore granted to the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementUnited States Government).> 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF LICENSOR the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or 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 preceding 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 four percent (4%) above the 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 consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty statement or compliance in other respects with this Agreement. If any such audit determines an 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 five percent (5%) of any royalty payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTAfter the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSED SERVICE, LICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS manufactured and soldsold by LICENSEE; (b) Total xxxxxxxx total bxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS sold by LICENSEE; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.9; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statementor service type. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF LICENSOR the royalties due and payable under this Agreementfor such three-month period. If no royalties shall be due, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount determination of the amounts payable to UKRF under Article 4 hereof for a period of at least four (4) years following the period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at TARGACEPTEXACT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesand shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the supporting data extent not previously audited, shall be open at all reasonable timesavailable 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 five three (53) years following the end of the calendar year to which they pertain, pertain in order to the inspection enable Genzyme (or its licensor of the UKRF Internal Audit Division Patent Rights) to ascertain the correctness of any report and/or payment made under this Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be conducted at the expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, underpayment of five percent (5%) or more for the purpose 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 verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreementmaking such determination, including without limitation the fees and expenses of the accountant. 5.2 TARGACEPT, within thirty 5.2. Within forty-five (3045) days after March 31, June 30, September 30 and December 31, of each yearyear in which this Agreement is in effect, EXACT shall deliver to UKRF Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by TRAGACEPT its activities relating to this Agreement during the preceding six-three month period under this Agreement as shall be pertinent to a royalty accounting hereunderperiod. These reports shall include at least the following: (a) All Licensed Products manufactured and soldthe total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) Total xxxxxxxx for the total gross sales of Licensed Product soldReagents and Kits, each individually, on a country-by-country basis during the applicable period; (c) Deductions the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the applicable as provided in Paragraph 5.2;period, 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 combination products; and (d) Total the calculation of total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annuallydue in U.S. dollars, together with the TARGACEPT’s certified financial statements exchange rates used for conversion, to the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementextent applicable. 5.3 5.3. With each such report submittedreport, TARGACEPT EXACT shall pay to UKRF 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, TARGACEPT EXACT shall so report.

Reports and Records. 5.1 TARGACEPT The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF Licensor by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPTthe Company’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 at all up to once per year upon reasonable timesnotice to the Company, for five three- (53) years following the end of the calendar year to which they pertain, for inspection by Licensor’s internal audit division and/or by another designated auditor selected by Licensor, except one to whom the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPTthe Company’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT. If an inspection shows an under reporting or underpayment in excess of the greater of [***] percent ([***]%) and [***] Dollars ($[***]) for any twelve- (12) month period the Company shall reimburse Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by Section 5.4 of this Agreement. Notwithstanding the foregoing, all payments required under this Article 5 shall be due within thirty thirty- (30) days after June 30 and December 31, of the date Licensor provides the Company notice of the payment due. 5.2 Within sixty- (60) days from the end of each quarter of each calendar year, the Company shall deliver to UKRF true Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company or its Affiliates; (b) 5.2.2 Total xxxxxxxx amounts invoiced for Licensed Product Products and Licensed Processes used, leased or sold, by or for the Company or its Affiliates; (c) 5.2.3 Deductions applicable as provided in Paragraph 5.2computed Net Sales, if any; (d) 5.2.4 Total royalties dueEarned Royalties due based on Net Sales by or for the Company or its Affiliates or any sublicensee; (e) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andthe Company; (f) Annually5.2.6 On an annual basis, the TARGACEPTCompany’s certified year-end financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementstatements. 5.3 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF Licensor the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT the Company shall indicate so in writing. 5.4 Amounts which are not paid when due and 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 [***] percent ([***]%). 5.5 The Company agrees to forward to Licensor 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 Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 On a semi-annual basis, the Company shall provide Licensor 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, Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that Licensor take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidUNIVERSITY hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or at the principal place of business of the appropriate division Division of TARGACEPT LICENSEE to which this Agreement relates. Said For the term of this Agreement, upon receipt of thirty (30) days prior written notice, LICENSEE shall allow UNIVERSITY or its agents to inspect such books and the supporting data shall be open at all reasonable times, for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, records for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty (30) days after March 31, June 30 30, September 30, and December 31, 31 of each year, shall deliver to UKRF UNIVERSITY true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensees during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following, to be itemized per Licensed Product and Licensed Process: (a) All number of Licensed Products and Licensed Processes commercially used, manufactured and sold; , rented or leased; (b) Total total xxxxxxxx for Licensed Product Products and Licensed Processes commercially used, sold; , rented or leased; (c) Deductions deductions applicable as provided in Paragraph 5.2; 1.6. (d) Total total royalties due; ; (e) Names names and addresses of all sublicensees of TARGACEPTLICENSEE; and (f) Annuallytotal 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 (I) annually, the TARGACEPT’s LICENSEE's certified financial 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 report submitted, TARGACEPT LICENSEE shall pay to UKRF UNIVERSITY the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide UNIVERSITY with LICENSEE's compiled financial statements as provided to its shareholders for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. If any such audit determines an error in any royalty or 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 five percent (5%) of any royalty or Sublicense Income payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. 5.2 TARGACEPTAfter the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its permitted sublicensees during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS and ACT ANIMAL CELL LINES manufactured and soldsold by LICENSEE and all sublicensees; (b) Total xxxxxxxx total bxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.9; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statementor service type. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. If any such audit determines an error in any royalty or 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 five percent (5%) of any royalty or Sublicense Income payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. 5.2 TARGACEPTAfter the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its permitted sublicensees during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS and ACT ANIMAL CELL LINES manufactured and soldsold by LICENSEE and all sublicensees; (b) Total total xxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.9; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statementor service type. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT FIBROGEN shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF LICENSOR by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s FIBROGEN's principal place of business or the principal place of business as of the appropriate division of TARGACEPT FIBROGEN to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, but not exceeding [ * ] per calendar year, for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division LICENSOR and/or an independent certified public accountant retained by UKRF and/or an accountant or employed by UKRF, LICENSOR for the purpose of verifying TARGACEPT’s FIBROGEN's royalty statement or compliance other payment statement. Such Accountant or 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 Certified Public Accountant or Accounting Firm performing such verification shall be borne by LICENSOR unless in other respects with this Agreementthe event that the audit reveals underpayment of royalties by an amount more than ten (10) percent, the cost of such audit shall be paid by FIBROGEN. 5.2 TARGACEPTFIBROGEN, within thirty sixty (3060) days after March 31, June 30 30, September 30, and December 31, 31 of each year, shall deliver to UKRF LICENSOR true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-three month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All all Licensed Products Product(s) manufactured and sold; (b) Total xxxxxxxx total bxxxxxxx for Licensed Product Product(s) sold;; 153205134 v1 (c) Deductions applicable as provided in Paragraph 5.2accounting for all the Licensed Process(es) used or sold; (d) Total royalties duedeductions applicable as provided in the definition of Net Sales; (e) Names Net Royalties paid FIBROGEN, if relevant to the calculations of royalties to be paid to LICENSOR; (f) royalties due LICENSOR; and (g) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementsublicensees. 5.3 With each such report submitted, TARGACEPT FIBROGEN shall pay to UKRF LICENSOR the royalties due and payable under this Agreement. If It no royalties shall be due, TARGACEPT FIBROGEN shall so report. 5.4 The royalty payments sat forth in this Agreement shall, if overdue, bear interest until payment at a [ * ] rate per annum. The payment of such interest shall not foreclose LICENSOR from exercising any other rights it may have as a consequence of the lateness of the payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. If any such audit determines an error in any royalty or 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 five percent (5%) of any royalty or Sublicense Income payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. 5.2 TARGACEPTAfter the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, LICENSED SERVICES, or ACT ANIMAL CELL LINES, LICENSEE, within thirty forty five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its permitted sublicensees during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS and ACT ANIMAL CELL LINES manufactured and soldsold by LICENSEE and all sublicensees; (b) Total total xxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS and ACT ANIMAL CELL LINES sold by LICENSEE and all sublicensees; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.9; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statement.or service 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable * CONFIDENTIAL TREATMENT REQUESTED to UKRF by way of royalty as aforesaidMETABOLIX hereunder. Said books of account shall be kept at TARGACEPT’s TEPHA's principal place of business or the principal place of business of the appropriate division of TARGACEPT TEPHA to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, METABOLIX or its agents for the purpose of verifying TARGACEPT’s TEPHA's royalty statement or compliance in other respects respect with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting to METABOLIX' detriment, TEPHA agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, 5.2. TEPHA shall deliver to UKRF METABOLIX true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period TEPHA and its sublicensees under this 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 reports shall include at least the following: (a) All Licensed Products manufactured 5.2.1. number and soldtotal xxxxxxxx of LICENSED PRODUCTS falling solely within the METABOLIX PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; (b) Total 5.2.2. number and total xxxxxxxx for Licensed Product soldLICENSED PRODUCTS falling solely within the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; (c) Deductions 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 METABOLIX PATENT RIGHTS, solely within the MIT PATENT RIGHTS or both within the METABOLIX PATENT RIGHTS and the MIT PATENTS RIGHTS.; 5.2.5. deductions applicable as provided in Paragraph 5.21.5; (d) Total 5.2.6. Running Royalties due under Paragraph 4.1.4.; 5.2.7. royalties due on payments from sublicensees under paragraph 4.1.5.; 5.2.8. total royalties due;; and (e) Names 5.2.9. names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet TEPHA. TEPHA shall endeavor to obtain similar information from its sublicensees and an Operating Statementshall provide such information which is obtained to METABOLIX. 5.3 5.3. With each such report submitted, TARGACEPT TEPHA shall pay to UKRF METABOLIX the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT TEPHA shall so report. 5.4. On or before the ninetieth (90th) day following the close of TEPHA's fiscal year, TEPHA shall provide METABOLIX with TEPHA's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement. 5.5. The amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment a per annum rate * in effect at the 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 consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT 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 amount (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to UKRF by way Procept, which records shall contain sufficient information to permit Procept to confirm the 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 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 at all reasonable times, for five least three (53) years following after the end conclusion of that quarter, during which time Procept shall have the calendar year to which they pertainright, at its expense, to the inspection of the UKRF Internal Audit Division and/or cause an independent independent, certified public accountant retained by UKRF and/or an accountant employed by UKRF, to inspect such records during normal business hours for the sole purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with any reports and payments delivered under this Agreement. 5.2 TARGACEPT, . The parties shall reconcile any underpayment or overpayment within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars the accountant delivers the results of the business conducted by TRAGACEPT during audit. In the preceding six-month period event that any audit performed under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least Section reveals an underpayment in excess of the following: greater of (ai) All Licensed Products manufactured fifty thousand dollars ($50,000) and sold; (bii) Total xxxxxxxx five percent (5%) of royalties payable for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding any twelve (12) months includingmonth period, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each AOI shall bear the full cost of such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable audit. Procept may exercise its rights under this AgreementSection only once every year and only with reasonable prior notice to AOI. If no royalties Procept agrees that all such records and audits are the confidential information of AOI and Procept shall be due, TARGACEPT shall so reportmaintain the confidentiality of such records and audits.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPT’s LICENSEE’S principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. 5.2 TARGACEPT. If any such audit determines an error in any royalty or 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 five percent (5%) of any royalty or Sublicense Income payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement 5.2 After the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, or LICENSED SERVICE, LICENSEE, within forty-five (45) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its permitted sublicensees during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS manufactured and soldsold by LICENSEE and all sublicensees; (b) Total total xxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS sold by LICENSEE and all sublicensees; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.8; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statementor service type. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFauditor mutually acceptable to the parties, for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTBeginning with the first Net Sale, LICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF UFRFI true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its sublicensee(s) during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All number of Licensed Products manufactured and sold; (b) Total total xxxxxxxx for Licensed Product Products sold;. (c) Deductions accounting for all Licensed Processes used or sold. (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due;1.5. (e) Names total royalty due. (f) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLICENSEE. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report.. If royalties are reduced according to Article

Reports and Records. 5.1 TARGACEPT GENZYME shall keep full, true and accurate books of account accounts containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF by way of royalty as aforesaidMSSM. Said books of account shall be kept at TARGACEPT’s GENZYME ‘s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesat such other location that is reasonably accessible. Said books and the supporting data shall be open at all reasonable times, for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or no more often than once a year by an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFMSSM, at its expense, solely for the purpose of verifying TARGACEPTverifying, under suitable confidentiality obligations, GENZYME’s royalty statement to MSSM. If GENZYME’s royalty statement is found to be in error by [**] or compliance in other respects more, such inspection expenses shall be paid by GENZYME. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with this Agreementthe Commission. 5.2 TARGACEPTBeginning with the First Commercial Sale, GENZYME, within thirty sixty (3060) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF MSSM true and accurate reports, giving such particulars of the business conducted by TRAGACEPT GENZYME during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These Reports shall include at least the following: include: (a) All Licensed Products manufactured and total xxxxxxxx for Product sold; ; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions deductions applicable as provided in Paragraph 5.2; 1.5; and (dc) Total total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT GENZYME shall pay to UKRF MSSM the royalties then due and payable under this Agreementpayable. If no royalties shall be due, TARGACEPT GENZYME shall so report.

Reports and Records. 5.1 TARGACEPT The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF Licensor by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPTthe Company’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 at all up to once per year upon reasonable timesnotice to the Company, for five one (51) years year following the end of the calendar year to which they pertain, for inspection by Licensor’s internal audit division and/or by another designated auditor selected by Licensor, except one to whom the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPTthe Company’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT. If an inspection shows an under reporting or underpayment in excess of the greater of [*] percent ([*]%) of royalties payable for any twelve (12) month period [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. and more than $[*] dollars, then the Company shall reimburse 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 thirty (30) days after June 30 and December 31, of the date Licensor provides the Company notice of the payment due. 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to UKRF true Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and Licensed Processes used, leased or sold, by or for the Company or its Affiliates; (b) 5.2.2 Total xxxxxxxx amounts invoiced for Licensed Product Products and Licensed Processes used, leased or sold, by or for the Company or its Affiliates; (c) 5.2.3 Deductions applicable as provided in Paragraph 5.2computed Net Sales, if any; (d) 5.2.4 Total royalties duedue based on Net Sales by or for the Company or its Affiliates or any sublicensee; (e) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; andthe Company; (f) Annually5.2.6 On an annual basis, the TARGACEPTCompany’s certified year-end financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementstatements. 5.3 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF Licensor the royalties due and payable under this Agreement. If The Company shall have no royalties obligation to report to the Licensor under Section 5.2 until the Company has sold its first Licensed Product for commercial use. 5.4 Amounts which are not paid when due and 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 Licensor 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 Licensor may reasonably request, as may be duepertinent to an accounting of royalties. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 5.6 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, TARGACEPT shall so reportLicensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that Licensor take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount payable to UKRF PRINCETON by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF PRINCETON Internal Audit Division and/or an independent certified public accountant retained by UKRF PRINCETON and/or an a certified public accountant employed by UKRF, PRINCETON for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF PRINCETON true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold;. (b) Total amounts actually received by LICENSEE on account of its xxxxxxxx for Licensed Product sold;. (c) Accounting for all the Licensed Process(es) used or sold. (d) Deductions applicable as provided in Paragraph 5.2;1.9. (de) Total royalties due;. (ef) (fl Names and addresses of all sublicensees SubLicensees of TARGACEPT; andLICENSEE. (fg) Annually, the TARGACEPT’s 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 Operating Statement. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.

Reports and Records. 5.1 TARGACEPT 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 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 amount amounts payable to UKRF by way of royalty as aforesaid[*] hereunder. Said books of account shall be kept at TARGACEPT’s SYNBIOTICS’ principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all reasonable times, times upon reasonable notice for five two (52) years following the end of the calendar year Calendar Year to which they pertain, to the inspection at [*]’s expense of the UKRF Internal Audit Division and/or an independent a certified public accountant retained by UKRF and/or an accountant employed by UKRF, reasonably acceptable to SYNBIOTICS for the purpose of verifying TARGACEPT’s SYNBIOTICS’ royalty statement or compliance in other respects with this Agreement; provided, however, if an audit correctly discloses that the royalties payable by SYNBIOTICS for any audited period are more than [*] of the royalties actually payable for such period, then SYNBIOTICS shall pay the fees and expenses charged by the accountant. Such accountant will not disclose to [*] any information other than the accuracy of SYNBIOTICS reports and calculations. 5.2 TARGACEPT6.4. [*] and SYNBIOTICS agree that copies of all records pertaining to Know-How for production of The Products including all manufacturing SOP’s, within thirty (30) days after June 30 Bills of Material, sources of product components, label records, and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding sixdirections-month period under this Agreement as shall for-use will be pertinent to a royalty accounting hereunderkept for safe keeping with [*]. These copies of all records shall include at least remain the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable property of [*] until such time as this contract is terminated as provided for in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingSection 11.2 herein, at a minimumwhich time, a Balance Sheet and an Operating Statement[*] will convey all such records to SYNBIOTICS. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so report.

Reports and Records. 5.1 TARGACEPT Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidPharmos hereunder. Said books of account shall be kept at TARGACEPT’s Licensee's principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all reasonable times, times for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, Pharmos or its agents for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement. All 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 hereunder. 5.2 TARGACEPT, Licensee within thirty (30) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to UKRF Pharmos true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Licensee and its sublicensees during the preceding sixthree-month period under of this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All number of Licensed Products manufactured and sold; (b) Total xxxxxxxx total billings for Licensed Product Products sold; (c) Deductions deductions applicable as provided xxxxxxxx in Paragraph 5.2;1.5; and (d) Total royalties total royalty due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT Licensee shall pay to UKRF Pharmos the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT Licensee shall so report. 5.4 All payments required under this Agreement (including but not limited to payments under Articles IV and VI) shall, if overdue, bear interest until payment at the monthly rate of one and one-half percent (1.5%). The payment of such interest shall not foreclose Pharmos from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT 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 amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business determination of the appropriate division amounts payable under Article 4 hereof for a period of TARGACEPT to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for least five (5) years following the end period of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained each report required by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this AgreementSection 5.2 below. 5.2 TARGACEPTAfter the first commercial sale of the Laboratory Services, within thirty (30) days after June 30 and December 31, of each year, WARNEX shall deliver to UKRF XENOMICS within ninety (90) days following each calendar year true and accurate reports, giving such particulars of the business conducted by TRAGACEPT WARNEX and its Affiliate(s) during the preceding six-month period year under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured number of the Laboratory Services sold by WARNEX and soldits Affiliate(s) and paid by customers; (b) Total xxxxxxxx total sales amounts received from customers for Licensed Product soldthe Laboratory Services sold by WARNEX and its Affiliate(s); (c) Deductions deductions applicable as provided in Paragraph 5.2Section 1.5; (d) Total total royalties due;; and (e) Names and addresses amounts of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementwithholding 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 report submittedaudit reveals an underpayment of five percent (5%) or more for the period examined, TARGACEPT 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 fees and expenses of the accountant. 5.4 WARNEX shall pay to UKRF XENOMICS 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, TARGACEPT WARNEX shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidhereunder. Said books of account shall be kept at TARGACEPTeach party’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all a reasonable timestime, once a year, for five (5) years following the end of the calendar fiscal year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent a certified public accountant accounting firm retained by UKRF and/or an accountant employed by UKRFthe inspecting party and reasonably acceptable to the party to be inspected, solely for the purpose of verifying TARGACEPTNEOMAGIC’s royalty Royalty Payments statement or compliance in other respects with this Agreement. Prior to commencing its inspection, the 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. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 5.2 TARGACEPTBeginning as of April 1, 2002, if not completely contained in regular correspondence between the two parties to this Agreement, within thirty (30) days after June 30 the expiration of the second quarter and December 31every quarter thereafter, of each year, CONSORTIUM shall deliver to UKRF NEOMAGIC true and accurate reports, giving such particulars of the business conducted by TRAGACEPT CONSORTIUM during the preceding six-three (3) month period under this 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: (a) All Licensed Products manufactured a summary of the business conducted, including potential licensees approached and soldstatus of discussions and negotiations; (b) Total xxxxxxxx for the number of Licensed Product soldProducts manufactured and sold by Licensees; (c) Deductions applicable as provided in Paragraph 5.2the total xxxxxxxx for Licensed Products sold by Licensees; (d) Total royalties dueaccounting for all Licensed Processes used or sold by Licensees; (e) Names the royalties due on payments from Licensees forming part of Net Revenues; (f) to the best of CONSORTIUM’s ability, an indication of the percentage of the Net Revenues attributable to each of the NEOMAGIC Patents. (g) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLicensees. 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 report submitted, TARGACEPT interest shall pay to UKRF not foreclose CONSORTIUM from exercising any other rights it may have as a consequence of the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT shall so reportlateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be maybe necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidM.I.T. hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five three (53) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, M.I.T. or its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting, LICENSEE agrees to pay the full cost of such inspection. 5.2 TARGACEPTLICENSEE, within thirty sixty (3060) days after December 31 of each 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 yearyear after the first commercial sales of a LICENSED PRODUCT, shall deliver to UKRF M.I.T. true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: : (a) All Licensed Products number of LICENSED PRODUCTS manufactured and sold; sold by LICENSEE; (b) Total xxxxxxxx total billings for Licensed Product sold; LICENSED PRODUCTS manufactured and sold xx XICENSEE; (c) Deductions accounting for all LICENSED PROCESSES used or sold by LICENSEE; (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; 1.5; (e) Names total royalties due; and (f) names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet LICENSEE. LICENSEE shall endeavor to obtain similar information from its sublicensees and an Operating Statement.will provide such information which is obtained to M.I.T. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 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 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 M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF the Licensor by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s the Company'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 at all made available up to once per year upon reasonable timesnotice to the Company, for five three (53) years following the end of the calendar year to which they pertain, for inspection by the Licensor's internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRFCompany has reasonable objection, for the purpose of verifying TARGACEPT’s the Company's royalty statement or compliance in other respects with this Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of [*] of royalties payable for any twelve (12) month period 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 Section 5.4 of this Agreement. All payments required under this Article 5 shall be due within fifteen (15) days of the date the Licensor provides the Company notice of the payment due. 5.2 TARGACEPT, within Within thirty five (3035) days after June 30 and December 31, from the end of each quarter of each calendar year, the Company shall deliver to UKRF true the Licensor complete and accurate reports, giving such particulars of the business conducted by TRAGACEPT the Company during the preceding six-month period quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) 5.2.1 All Licensed Products manufactured and soldLicensed Processes used, leased or sold by or for the Company or its Affiliates; (b) 5.2.2 Total xxxxxxxx amounts invoiced by the Company for Licensed Product soldProducts and Licensed Processes used, leased or sold by or for the Company or its Affiliates; (c) 5.2.3 Deductions applicable as provided in Paragraph 5.2computed Net Sales, if any; (d) 5.2.4 Total royalties due;due based on Net Sales by or for the Company or its Affiliates or any sublicensee; and (e) 5.2.5 Names and addresses of all sublicensees and Affiliates of TARGACEPT; and the Company. In addition, within ninety (f90) Annuallydays of the end of each fiscal year of the Company, the TARGACEPT’s certified Company shall provide the Company's year-end financial statements for to the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementLicensor. 5.3 With each such quarterly report submitted, TARGACEPT the Company shall pay to UKRF the Licensor the royalties due and payable under this Agreement, subject to any applicable credits. If no royalties Until such time as the first Licensed Product is approved by the FDA, the Company shall not be duerequired to make a report pursuant to this Article 5 (other than the provision of the Company's year-end financial statements). 5.4 Amounts which are not paid when due and which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, TARGACEPT shall so 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 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 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 take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 5.1 TARGACEPT 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 amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business of the appropriate LICENSEE or any relevant division or Affiliate of TARGACEPT LICENSEE to which this Agreement relates. Said 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 conducted during LICENSEE’s regular business hours upon at all reasonable times, for least five (5) years following the end days prior written notice and, provided further that, UKRF may not inspect more than once in any calendar year. The cost of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed shall be paid by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPTLICENSEE, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE during the preceding sixtwelve-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2Article 4; (d) Total royalties due (or a statement that none are due); (e) Names and addresses of all sublicensees of TARGACEPTLICENSEE; and (f) Annually, the TARGACEPTLICENSEE’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such LICENSEE will provide a copy within 30 days of any other form of financial report, business plan or other similar report submittedrelated to the Licensed Technology that it issues to any third party or to shareholders. In addition, TARGACEPT upon written request of UKRF, LICENSEE shall pay to UKRF 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, TARGACEPT shall so reportno 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.

Reports and Records. 5.1 TARGACEPT 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 amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s Licensee's principal place of business or the principal place of business of the appropriate division Division of TARGACEPT Licensee to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for five (5) years following the end of the calendar year to which they pertain, to the reasonable inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an a certified public accountant employed by UKRF, for the purpose of verifying TARGACEPT’s Licensee's royalty statement or compliance in other respects with this Agreement. Provided, however, that any such persons conducting the audit or inspection shall have executed confidentiality agreements reasonably acceptable to Licensee or Sublicensee, respectively, and that the purpose for and the information or evaluation obtained from such inspection or audit is strictly limited to use by UKRF for verifying Licensee's compliance with the terms of this Agreement. 5.2 TARGACEPT5.2. Licensee, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT Licensee during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2Article 4; (d) Total royalties due; (e) Names and addresses of all sublicensees Sublicensees of TARGACEPTLicensee; and (f) Annually, the TARGACEPT’s Licensee's certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 5.3. With each such report submitted, TARGACEPT Licensee shall pay to UKRF the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT Licensee shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable to UKRF by way of royalty as aforesaidunder ARTICLE IV hereof. Said books of account records shall be kept at TARGACEPT’s COULTER's principal place of business or the principal place of -------------------------------------- * Confidential treatment requested business of the appropriate division of TARGACEPT COULTER to which this Agreement AGREEMENT relates. Said books and the supporting data records shall be open at all reasonable times, availxxxx xxr inspection by a certified public accountant selected by DFCI and reasonably acceptable to COULTER during regular business hours for five three (53) years following the end xxx xxx of the calendar year to which they pertain, pertain in order for DFCI to ascertain the inspection correctness of the UKRF Internal Audit Division any report and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, for the purpose payment made under this AGREEMENT. The provision of verifying TARGACEPT’s royalty statement or compliance in other respects with this AgreementSection 3.1 shall survive termination of this AGREEMENT. 5.2 TARGACEPTWithin [*] after March 31, within thirty (June 30) days after June , September 30 and December 31, of each yearyear in which this AGREEMENT is in effect, COULTER shall deliver to UKRF DFCI full, true and accurate reportsreports of its xxxxxxties and those of its Sublicensee(s), giving such particulars of the business conducted by TRAGACEPT if any, relating to this AGREEMENT during the preceding six-three month period under this Agreement as shall be pertinent to a royalty accounting hereunderperiod. These reports shall include at least the following: (a) All Number of Licensed Products manufactured and sold; (b) Total xxxxxxxx billings for Licensed Product Products sold;; where applicable, (c) Deductions applicable as provided in Paragraph 5.2Xx accounting of all Licensed Processes used or sold; (d) Total royalties dueDeductions applicable to a determination of Net Sales; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating StatementTotal royalties due. 5.3 With each such report submittedreport, TARGACEPT COULTER shall pay to UKRF DFCI the royalties due and payable under this Agreementas Provided xxx xx Section 4.1. If no royalties shall be are due, TARGACEPT COULTER shall so report.

Reports and Records. 5.1 TARGACEPT 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 be necessary for the purpose of showing the amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at TARGACEPT’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to and records which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, for the purpose of verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) All Licensed Products manufactured and sold; (b) Total xxxxxxxx for Licensed Product sold; (c) Deductions applicable as provided in Paragraph 5.2; (d) Total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 With each such report submitted, TARGACEPT shall pay to UKRF enable the royalties due and payable under this AgreementAGREEMENT to be verified. The records for each CALENDAR QUARTER shall be maintained for three (3) years after the submission of the report covering such period. Upon reasonable prior notice to VGXI, 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 *** Certain confidential information in this document has been omitted pursuant to a request for 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 no 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 be duepay 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, TARGACEPT in addition to such underpayment. 4.3.4 INO is entitled to only one copy of any reports under this Section 4.3, and shall so reportdistribute 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.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidUFRFI hereunder. Said books of account shall be kept at TARGACEPT’s LICENSEE's principal place of business or the principal place of business of the appropriate division of TARGACEPT LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, UFRFI or its agents for the purpose of verifying TARGACEPT’s LICENSEE's royalty statement or compliance in other respects with this Agreement. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, LICENSEE shall deliver to UKRF UFRFI true and accurate reports, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its Co-Developer during the preceding sixthree-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following:; (a) All number of Licensed Products manufactured and sold;. (b) Total xxxxxxxx for total billxxxx xxx Licensed Product Products sold;. (c) Deductions accounting for all Licensed Processes used or sold. (d) deductions applicable as provided in Paragraph 5.2; (d) Total royalties due;1.5. (e) Names and addresses of all sublicensees of TARGACEPT; andtotal royalty due. (f) Annuallynames and addresses of 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 December 31, of each year, deliver to UFRFI the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement.reports required by this Section 5.2 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF UFRFI the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT LICENSEE shall so report. 5.4 The license and royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at the monthly rate of one percent (1%). 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.

Reports and Records. 5.1 TARGACEPT 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 amount determination of the amounts payable to UKRF under Article 4 hereof for a period of at least four (4) years following the period of each report required by way of royalty as aforesaidSection 5.2 below. Said books of account and records shall be kept at TARGACEPT’s EXACT's principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesand shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the supporting data extent not previously audited, shall be open at all reasonable timesavailable 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 five three (53) years following the end of the calendar year to which they pertain, pertain in order to the inspection enable Genzyme (or its licensor of the UKRF Internal Audit Division Patent Rights) to ascertain the correctness of any report and/or payment made under this Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be conducted at the expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, underpayment of five percent (5%) or more for the purpose 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 verifying TARGACEPT’s royalty statement or compliance in other respects with this Agreementmaking such determination, including without limitation the fees and expenses of the accountant. 5.2 TARGACEPT, within thirty Within forty-five (3045) days after March 31, June 30, September 30 and December 31, of each yearyear in which this Agreement is in effect, EXACT shall deliver to UKRF Genzyme full, true and accurate reports, giving such particulars reports of the business conducted by TRAGACEPT its activities relating to this Agreement during the preceding six-three month period under this Agreement as shall be pertinent to a royalty accounting hereunderperiod. These reports shall include at least the following: (a) All Licensed Products manufactured and soldthe total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; (b) Total xxxxxxxx for the total gross sales of Licensed Product soldReagents and Kits, each individually, on a country-by-country basis during the applicable period; (c) Deductions the calculation of Net Service Revenues and Net Sales on a country-by-country basis for the applicable as provided in Paragraph 5.2;period, 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 combination products; and (d) Total the calculation of total royalties due; (e) Names and addresses of all sublicensees of TARGACEPT; and (f) Annuallydue in U.S. dollars, together with the TARGACEPT’s certified financial statements exchange rates used for conversion, to the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statementextent applicable. 5.3 With each such report submittedreport, TARGACEPT EXACT shall pay to UKRF 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, TARGACEPT EXACT shall so report.

Reports and Records. 5.1 TARGACEPT 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 amount amounts payable * CONFIDENTIAL TREATMENT REQUESTED 10 to UKRF by way of royalty as aforesaidMETABOLIX hereunder. Said books of account shall be kept at TARGACEPT’s TEPHA's principal place of business or the principal place of business of the appropriate division of TARGACEPT TEPHA to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times, times for five (5) years * following the end of the calendar year to which they pertain, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, METABOLIX or its agents for the purpose of verifying TARGACEPT’s TEPHA's royalty statement or compliance in other respects respect with this Agreement. Should such inspection lead to the discovery of a greater than * discrepancy in reporting to METABOLIX' detriment, TEPHA agrees to pay the full cost of such inspection. 5.2 TARGACEPT, within thirty (30) days after June 30 and December 31, of each year, 5.2. TEPHA shall deliver to UKRF METABOLIX true and accurate reports, giving such particulars of the business conducted by TRAGACEPT during the preceding six-month period TEPHA and its sublicensees under this 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 reports shall include at least the following: (a) All Licensed Products manufactured 5.2.1. number and soldtotal xxxxxxxx of LICENSED PRODUCTS falling solely within the METABOLIX PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; (b) Total 5.2.2. number and total xxxxxxxx for Licensed Product soldLICENSED PRODUCTS falling solely within the MIT PATENT RIGHTS manufactured, used or sold by TEPHA and its sublicensees; (c) Deductions 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 METABOLIX * CONFIDENTIAL TREATMENT REQUESTED PATENT RIGHTS, solely within the MIT PATENT RIGHTS or both within the METABOLIX PATENT RIGHTS and the MIT PATENTS RIGHTS.; 5.2.5. deductions applicable as provided in Paragraph 5.21.5; (d) Total 5.2.6. Running Royalties due under Paragraph 4.1.4.; 5.2.7. royalties due on payments from sublicensees under paragraph 4.1.5.; 5.2.8. total royalties due;; and (e) Names 5.2.9. names and addresses of all sublicensees of TARGACEPT; and (f) Annually, the TARGACEPT’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet TEPHA. TEPHA shall endeavor to obtain similar information from its sublicensees and an Operating Statementshall provide such information which is obtained to METABOLIX. 5.3 5.3. With each such report submitted, TARGACEPT TEPHA shall pay to UKRF METABOLIX the royalties due and payable under this Agreement. If no royalties shall be due, TARGACEPT TEPHA shall so report. 5.4. On or before the ninetieth (90th) day following the close of TEPHA's fiscal year, TEPHA shall provide METABOLIX with TEPHA's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement. 5.5. The amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment a per annum rate * in effect at the 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 consequence of the lateness of any payment.

Reports and Records. 5.1 TARGACEPT LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amount amounts payable to UKRF by way of royalty as aforesaidLICENSOR hereunder and to enable the reports provided under Section 5.2 to be verified. Said books of account shall be kept at TARGACEPTLICENSEE’s principal place of business or the principal place of business of the appropriate division of TARGACEPT to which this Agreement relatesbusiness. Said books and the supporting data shall be open at all upon reasonable times, for advance notice (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, to the inspection of the UKRF Internal Audit Division and/or an independent certified public accountant retained by UKRF and/or an accountant employed by UKRF, LICENSOR or its agents for the purpose of verifying TARGACEPTLICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. If any such audit determines an error in any royalty or 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 five percent (5%) of any royalty or Sublicense Income payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by LICENSOR. All information disclosed pursuant to an 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 any purpose other than to determine the correctness of LICENSEE’s royalty and Sublicense Income statement or compliance in other respects with this Agreement. 5.2 TARGACEPTAfter the first commercial sale of a LICENSED PRODUCT, LICENSED PROCESS, or LICENSED SERVICE, LICENSEE, within thirty forty-five (3045) days after March 31, June 30, September 30 and December 31, 31 of each year, shall deliver to UKRF LICENSOR a true and accurate reportsreport, giving such particulars of the business conducted by TRAGACEPT LICENSEE and its permitted sublicensees during the preceding sixthree-month period under this 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: (a) All Licensed Products the number of LICENSED PRODUCTS manufactured and soldsold by LICENSEE and all sublicensees; (b) Total xxxxxxxx total bxxxxxxx and the amounts actually received for Licensed Product soldLICENSED PRODUCTS sold by LICENSEE and all sublicensees; (c) Deductions an accounting for all LICENSED PROCESSES or LICENSED SERVICES used in the provision of services to others or sold by LICENSEE; d) the deductions applicable as provided in Paragraph 5.2;Section 1.8; and (d) Total royalties due; (e) Names the names and addresses of all sublicensees parties making LICENSED PRODUCTS on behalf of TARGACEPT; and (f) AnnuallyLICENSEE. The reports shall provide the above-identified information by product, the TARGACEPT’s certified financial statements for the preceding twelve (12) months includingprocess, at a minimum, a Balance Sheet and an Operating Statementor service type. 5.3 With each such report submitted, TARGACEPT LICENSEE shall pay to UKRF 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, TARGACEPT LICENSEE shall so report.