Common use of Reports and Records Clause in Contracts

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) of business for at least [***] ([***]) years following the end of the [***] to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTM.I.T. hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s ’S principal place(s) place of business for or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at least all reasonable times[***] for five ([***]5) years following the end of the [***] calendar year to which they pertain, and will to the inspection CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of a M.I.T. agent, who shall be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEEaccounting firm of national standing, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ ’S royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat the discovery of a greater than [***] discrepancy in reporting to M.I.T.’s detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 LICENSEE shall deliver to M.I.T. true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement as confidential all relevant matters but shall be free pertinent to disclose all conclusions diligence under Article 3 and royalty accounting hereunder: a. before the first commercial sale of any such inspection(sa 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) to UNIVERSITY days after March 31, June 30, September 30 and support such conclusions with underlying confidential information if challenged by LICENSEEDecember 31, provided that all such disclosures of each year. These reports shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties.include at least the following: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding a. [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all ; b. [***] costs ]; c. [***]; d. [***]; e. [***]; f. [***]; and g. [***]. 5.3 With each such report submitted, LICENSEE shall pay to M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, 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 [***]. The payment of such inspection interest shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY not foreclose M.I.T. from exercising any other rights it may have as a consequence of the full amount lateness of any underpaymentpayment. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawAS AMENDED.

Reports and Records. 4.1 LICENSEE shall submit to UNIVERSITY a report semi-annually on or before January 15th and July 15th of each year after the EFFECTIVE DATE and such reports shall promptly notify include an updated business plan with a detailed summary describing LICENSEE’S technical and other efforts made towards commercialization of LICENSED PRODUCTS in each LICENSED FIELD under development. Representatives from LICENSEE in writing and UNIVERSITY will meet annually before January 30th of any IMPROVEMENTeach year subsequent to the year 2005 to discuss and review LICENSEE’s most recent business plan. 4.2 Following Subsequent to the FIRST COMMERCIAL SALE first commercial sale of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEPRODUCTS, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY within [***] ninety ([***]90) days following after the end first days of each [***] January, April, July, and October during the term life of this LICENSE AGREEMENTAGREEMENT and as of such dates, stating in each such report, if and as applicable, (i) report the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] preceding three calendar months and upon which royalty is payable as provided in Section Sections 3.3 and 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE receivedhereof. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, of prior to the date of such report. Until LICENSEE agrees to provide, in the FIRST COMMERCIAL SALE reports under this section a good faith estimate of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end allocation of royalties attributable to each July after patent within the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under developmentPATENT RIGHTS. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) place of business for at least [***] three ([***]3) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf a representative of UNIVERSITY solely for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesmatters. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment a variation or error in the calculation of NET SALES of LICENSED PRODUCTS or other fees, payments or royalties received by LICENSEE from sublicensees pursuant to Section 3.4.1 or 3.4.2 which form the basis for calculation of the royalties and other payments due to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect equal to the audited period or greater than one percent (1.0%) is discovered in the course of any such inspection, whereupon all [***] costs of such inspection relating thereto shall be paid by LICENSEE. . 4.5 LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower Prime Rate of (a) interest as reported in the then-current prime lending rate as published by the American East Coast Eastern edition of the The Wall Street Journal or on the date the payment is due plus two percent (b) 2%). Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the maximum rate Securities and Exchange Commission pursuant to Rule 24b-2 of interest allowed by lawthe Securities Exchange Act of 1934, as amended.

Reports and Records. 4.1 UNIVERSITY 5.1 COMPANY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] provide written annual reports to UNIVERSITY within [***] sixty ([***]60) days following of the end of each [***] during calendar year detailing progress being made to bring the term Licensed Patent to practical application. No further annual progress reports will be required after notification of this LICENSE AGREEMENTthe first commercial sale of Licensed Products unless otherwise requested by USDA. 5.2 After notification of the first commercial sale of Licensed Products, stating in COMPANY shall submit to USDA within sixty (60) days after each such reportcalendar half year ending June 30th and December 31st, if and as applicablereports setting forth for the preceding six (6) month period the amount of Licensed Products made, (i) the numberused, description, and aggregate selling prices of LICENSED PRODUCTS or sold or otherwise disposed of by COMPANY, and deductions taken during its sublicensees, the such [***] Net Sales thereof and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE receivedroyalties due pursuant to Paragraph 4.3 above. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed ofan itemized accounting of the number of units of Licensed Products sold, price per unit, and all such sublicensing revenue received, prior to each deduction taken from the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, gross sales for the purpose of showing the derivation calculating Net Sales. The COMPANY shall also include an itemized accounting of all amounts payable payments other than royalties due to UNIVERSITY under USDA pursuant to Paragraph 4.4 above. A written report shall be due for each reporting period whether or not any royalties are due to USDA. 5.3 COMPANY, and its sublicensees, shall keep accurate and complete records as are required for the determination of royalties owed to USDA pursuant to this LICENSE AGREEMENTAgreement. Such books and records will shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) of business retained for at least [***] five ([***]5) years following a given reporting period. Upon reasonable notice and at the end expense of the [***] to which they pertainUSDA, and will such records shall be open at all reasonable times available during normal business hours for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY selected by USDA and approved by COMPANY for the sole purpose of verifying LICENSEE’sreports and payments hereunder. Such accountant shall not disclose to USDA any information other than information relating to the accuracy of reports and payments made under this Agreement. COMPANY, AFFILIATES’ and its sublicensees, shall provide full cooperation in such inspection and audit. Such cooperation shall include, but not limited to, providing sufficient time for such examination and convenient access to relevant personnel and records. If an inspection and audit show an underreporting or SUBLICENSEE’s royalty statements or LICENSEE’s compliance underpayment in other respects with excess of five percent (5%) for any twelve (12) month period, then COMPANY shall reimburse USDA for the cost of the inspection and audit. All payments required under this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but Paragraph 5.3 shall be free to disclose all conclusions of any such inspection(sdue within thirty (30) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% days of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition date USDA provides COMPANY notice of the Wall Street Journal or (b) the maximum rate of interest allowed by lawpayment due.

Reports and Records. 4.1 UNIVERSITY 5.1. LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, descriptionkeep, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of shall require its Affiliates and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed ofsublicensees to keep, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTLICENSORS hereunder. Such Said books and records will shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) maintained for a period of business for at least no less than [***] years following the period to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]) years following the end of the [***] to which they pertain”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and will be open at all reasonable times for inspection by an independent certified public accountant who are reasonably acceptable to LICENSEE, AFFILIATE LICENSEE and are not paid in whole or SUBLICENSEE acting on behalf of UNIVERSITY in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s, AFFILIATES’ ’s payment obligations or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTLicense Agreement. The representative will be obliged to treat as confidential all relevant matters but Such inspections shall be free during normal working hours of LICENSEE. Any amounts shown to disclose have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection. 5.2. LICENSEE, within [***] after December 31st of each Royalty Year, shall deliver to LICENSORS true and accurate royalty reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding Royalty Year under this License 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 Service: (a) Number of Licensed Products and Licensed Services commercially used, manufactured and sold, rented or leased; (b) Total xxxxxxxx for Licensed Products and Licensed Services commercially used, sold, rented or leased; (c) Net Sales (including all conclusions deductions relevant to the calculation of Net Sales per its definition); (d) Total royalties due; (e) Names and addresses of all sublicensees of LICENSEE; (f) Total Non-Royalty Sublicense Income (including all deductions/exclusions relevant to the calculation of Non-Royalty Sublicense Income pursuant to Section 4.1(f)(v)); and (g) Total sublicensing fee income payable to LICENSORS. 5.3. With each such report submitted, LICENSEE shall pay to LICENSORS the Royalties and Non-Royalty Sublicense Income payments due and payable under this License Agreement consistent with the calculations included in such report. If no Royalties or Non-Royalty Sublicense Income payments shall be due, LICENSEE shall so report. 5.4. LICENSEE, within [***] after December 31st of each Royalty Year, shall deliver to LICENSORS an annual business development report, business development report. Such annual business development reports shall include business, research, development (including any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged Milestone Payment related events accomplished by LICENSEE, provided that all such disclosures shall be maintained its Affiliates or sublicensees), and regulatory approval updates for the preceding Royalty Year as confidential by such representative and UNIVERSITY with respect well as future development plans/projections for upcoming Royalty Years. LICENSORS reserve the right to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]% of ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. request reasonable revisions, clarifications, and expansions on any such business development report and LICENSEE shall consider in good faith such revisions clarifications, and expansions. Such report shall also detail the amount properly due UNIVERSITY with respect to the audited period is discovered in the course achievement of any such inspection, whereupon all [***] costs of such inspection shall be paid due diligence milestones due under Section 3.2 and/or Section 4.1(d) by LICENSEE, its Affiliates, or its sublicensees. If no due diligence milestones were achieved, LICENSEE shall so report. 5.5. LICENSEE will promptly pay agrees to UNIVERSITY the full amount timely forward to LICENSORS a copy of any underpaymentroyalty reports received by LICENSEE from its sublicensees during the preceding Royalty Year. LICENSORS shall treat all information provided by LICENSEE hereunder (including, together with interest thereon at without limitation, all royalty reports and all information provided in any business development report (either verbal or written)), as confidential to LICENSEE, which LICENSORS shall not disclose to any third party without the lower prior written consent of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawLICENSEE, nor use except to enforce LICENSEE’s obligations hereunder.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTAUBURN hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement pertains. Said books and the supporting data shall be open at all reasonable times for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of AUBURN or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged If any amounts due AUBURN have been underpaid, then LICENSEE shall immediately pay AUBURN the amount of such underpayment plus accrued interest due in accordance with Section 4.5. If the amount of underpayment is equal to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]or greater than 10% of the total amount properly due UNIVERSITY with respect for the records so examined, LICENSEE will pay the cost of such audit, in addition to the audited underpayment and accrued interest due. 5.2 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to AUBURN true and accurate reports, giving such particulars of the business conducted by LICENSEE and its SUBLICENSEES during the preceding three-month period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection under this Agreement as shall be paid by LICENSEEpertinent to a royalty accounting hereunder. LICENSEE will promptly pay to UNIVERSITY These shall include at least the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published number of LICENSED PRODUCTS manufactured and sold by the American East Coast edition of the Wall Street Journal or and/or for LICENSEE and all SUBLICENSEES; (b) total xxxxxxxx for LICENSED PRODUCTS sold by and/or for LICENSEE and all SUBLICENSEES; (c) accounting for all LICENSED PROCESSES used or sold by and/or for LICENSEE and all SUBLICENSEES: (d) deductions applicable as provided in Article 1 under definition of “NET SALES”; (e) royalties due on additional payments from SUBLICENSEES under Article 4.1(d); (f) total royalties due; and (g) names and addresses of all SUBLICENSEES of LICENSEE. 5.3 With each such report submitted, LICENSEE shall pay to AUBURN the maximum rate royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of interest allowed by lawLICENSEE's fiscal year, LICENSEE shall provide AUBURN with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify provide at each anniversary of the EFFECTIVE DATE of this AGREEMENT a written progress report detailing its efforts to bring the products, methods and processes licensed under this AGREEMENT to the POINT OF PRACTICAL APPLICATION. 5.2 Concurrently, with each payment of EARNED ROYALTIES and/or MINIMUM ANNUAL ROYALTIES as required in Article IV of this AGREEMENT, or at the time such payments are due although no payments have accrued, LICENSEE shall submit a written report setting forth for the period of accrual of such EARNED ROYALTIES the amount of ROYALTY-BASED PRODUCTS made, sold or otherwise disposed of by LICENSEE or any SUBPARTNER of LICENSEE in writing the LICENSED AREA, the GROSS SALES thereof, and the amount of EARNED ROYALTIES due thereon. If no EARNED ROYALTIES are due LICENSOR for any IMPROVEMENTreport period, the report shall so state. 4.2 Following 5.3 The reports required under this Article V shall also be made within thirty (30) days of the FIRST COMMERCIAL SALE expiration or termination of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEthis AGREEMENT. 5.4 LICENSEE agrees, LICENSEE and agrees to make [***] written reports cause any SUBPARTNER, to UNIVERSITY within [***] ([***]) days following keep records showing the end sales or other disposition of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED ROYALTY-BASED PRODUCTS sold or otherwise disposed of and deductions taken during under the such [***] and upon which royalty is license granted in this AGREEMENT in sufficient detail to enable the EARNED ROYALTIES and/or MINIMUM ANNUAL ROYALTIES payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed ofhereunder by LICENSEE to be determined, and all such sublicensing revenue received, prior further agrees to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such permit its books and records will so kept to be kept examined from time to time to the extent necessary to verify the reports provided for in this Article V, such examinations to be made at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) the expense of business for at least [***] ([***]) years following the end of the [***] to which they pertain, and will LICENSOR by any auditor appointed by LICENSOR who shall be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf at the option and expense of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesa certified public accountant appointed by LICENSOR. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY 5.1 LPT shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTAERES pursuant to Paragraphs 4.5, 4.6 and 4.7 above, and the accuracy of the reports made to AERES hereunder. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) of business for at least [***] CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Such records shall be retained by LPT for five ([***]5) years following the end of the [***] calendar year to which they pertain. Upon thirty (30) days advance notice to LPT, and will be open at all reasonable times for inspection by AERES shall have the right to direct an independent independent, certified public accountant selected by AERES and reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf LPT to inspect LPT’s books of UNIVERSITY account no more frequently than once per year during LPT’s normal business hours for the sole purpose of verifying LICENSEE’sthe accuracy of the reports made to AERES pursuant to Paragraph 5.2, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTbelow. The representative will be obliged to treat as confidential all relevant matters but AERES shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at responsible for the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course costs of any such inspection, whereupon all except in the event that the results of the inspection reveal a discrepancy to be corrected in AERES’s favour of [**** ] or more for the period under inspection, then the entire costs of such inspection shall be paid by LICENSEELPT. LICENSEE Any such discrepancies will be promptly pay corrected by a payment or refund, as appropriate. 5.2 LPT, within ninety (90) days after June 30 and December 31 of each year after Commercial Introduction, shall deliver to UNIVERSITY AERES true and accurate reports, giving such particulars of the full amount of any underpaymentbusiness conducted by LPT, together with interest thereon its Affiliates and Licensees during the preceding half year as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the lower of following: (a) the then-current prime lending rate as published by the American East Coast edition number of the Wall Street Journal or Licensed Products manufactured and sold; (b) total xxxxxxxx for Licensed Products sold on a country-by-country basis; (c) deductions applicable as provided in Paragraph 1.15, above; (d) the maximum rate total royalties due; (e) the names and addresses of interest allowed by lawall Affiliates and Licensees of LPT under this Agreement. 5.3 With each such report submitted, LPT shall pay to AERES the royalties due and payable under this Agreement. If no royalties shall be due, LPT shall so report.

Reports and Records. 4.1 UNIVERSITY 5.01 COMPANY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and records, other records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DUKE hereunder and shall require COMPANY AFFILIATES and SUBLICENSEES SUBLICENSEES, as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEECOMPANY’s, AFFILIATE’s or SUBLICENSEE’s COMPANY AFFILIATES’, and SUBLICENSEES’ (as the case may be) respective principal place(s) place of business or the principal place of business of the appropriate division of COMPANY, COMPANY AFFILIATE, and/or SUBLICENSEE (as the case may be) to which this AGREEMENT relates. Said books and the supporting data shall be open at mutually agreed upon times during regular business hours for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for inspection by an independent to the audit of DUKE or a mutually acceptable certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEECOMPANY’s, COMPANY AFFILIATES’ or ’, and/or SUBLICENSEE’s (as the case may be) royalty statements statement or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged Notwithstanding the foregoing, DUKE shall not exercise its rights to treat as confidential all relevant matters but audit such books and records more than once in any calendar year. Each such audit shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be conducted at the expense of UNIVERSITYDUKE’s expense, unless an underpayment such audit reveals that COMPANY has underpaid COMPANY RUNNING ROYALTIES and/or SUBLICENSE ROYALTIES due to UNIVERSITY exceeding [***]% DUKE by greater of (i) fifty thousand dollars (US$50,000) or more, or five percent (5%) or more, in which case COMPANY shall reimburse DUKE for the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs out-of-pocket cost of such inspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04. 5.02 COMPANY shall be paid report the status of development of each LICENSED PRODUCT and LICENSED SERVICE annually to DUKE by LICENSEEAugust 31st of each year. LICENSEE will promptly Such report shall include descriptions of COMPANY’s, COMPANY AFFILIATES’ and/or SUBLICENSEES’ (as the case may be) plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT and LICENSED SERVICE and shall provide progress reports on the actual development, evaluation, testing, and commercialization of each LICENSED PRODUCT and LICENSED SERVICE, including, but not limited to, notification of the first commercial sale of each LICENSED PRODUCT and LICENSED SERVICE. 5.03 After the first commercial sale of a LICENSED PRODUCT and/or LICENSED SERVICE, and in addition to the reports required under Section 5.02, COMPANY shall render to DUKE prior to February 28th and August 31st of each year a written account of the NET SALES of LICENSED PRODUCTS and/or LICENSED SERVICES made by COMPANY, COMPANY AFFILIATES, and/or SUBLICENSEES (as the case may be) by during the prior six-month period ending December 31315t St and June 30thi, respectively, and shall simultaneously pay to UNIVERSITY DUKE the full amount COMPANY RUNNING ROYALTIES due on such NET SALES of any underpayment, together with interest thereon at LICENSED PRODUCTS and/or LICENSED SERVICES in United States dollars Reports tendered shall include the lower calculation of (a) COMPANY RUNNING ROYALTIES by product by country in substantially the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawformat provided in APPENDIX B attached hereto.

Reports and Records. 4.1 UNIVERSITY 5.01 OREXIGEN shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and recordsother records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DANTE hereunder and shall require SUBLICENSEES, and require AFFILIATES and SUBLICENSEES as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEE’s, AFFILIATEOREXIGEN’s or SUBLICENSEE’s (and/or SUBLICENSEES’) principal place(s) place of business or the principal place of business of the appropriate division of OREXIGEN (and/or SUBLICENSEE) to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for at least [***] ([***]) years following the end of the calendar year to which they pertain, to the inspection of DANTE or its agents for the purpose of verifying the OREXIGEN’s (and/or SUBLICENSEE’s) royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in addition to any amounts due to DANTE. 5.02 OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to which they pertain, and will be open at all reasonable times for inspection DANTE by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% . Such report shall include descriptions of OREXIGEN’s (and/or SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT. *** Certain information on this page has been omitted and filed separately with the amount properly due UNIVERSITY Commission. Confidential treatment has been requested with respect to the audited period is discovered omitted portions. 5.03 After the first commercial sale of a LICENSED PRODUCT, and in addition to the course of any such inspectionreports required under Section 5.02, whereupon all OREXIGEN shall render to DANTE prior to [***] costs a written account of such inspection the NET SALES of LICENSED PRODUCTS made during the prior [***] period ending [***], respectively, and shall be paid by LICENSEE. LICENSEE will promptly simultaneously pay to UNIVERSITY DANTE the full amount royalties due on such NET SALES in United States dollars. Reports tendered shall include the calculation of any underpaymentroyalties by product by country. Further, together with interest thereon at OREXIGEN shall render to DANTE prior to [***] a written account of royalties on SUBLICENSE REVENUES due to DANTE for the lower of (a) prior [***] period ending [***], respectively, and shall simultaneously pay to DANTE the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawroyalties due on such NET SALES in United States dollars.

Reports and Records. 4.1 UNIVERSITY 5.01 COMPANY shall promptly notify LICENSEE in writing keep full, true and accurate books of any IMPROVEMENT. 4.2 Following accounts and other records containing all particulars which may be necessary to properly ascertain and verify the FIRST COMMERCIAL SALE amounts payable to DUKE hereunder and shall require SUBLICENSEES, as the case may be, to do the same. Said books of a LICENSED PRODUCT account shall be kept at COMPANY’s (and/or SUBLICENSEES’) principal place of business or receipt the principal place of SUBLICENSE REVENUE, LICENSEE agrees business of the appropriate division of COMPANY (and/or SUBLICENSEE) to make [***] written reports to UNIVERSITY within which this AGREEMENT relates. Said books and the supporting data shall be open at mutually agreed upon times during regular business hours for [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at following the end of each July after the EFFECTIVE DATE calendar year to which they pertain, to the inspection of this LICENSE AGREEMENT and will include DUKE or a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, mutually acceptable certified public accountant for the purpose of showing the derivation of all amounts payable to UNIVERSITY under verifying COMPANY’s (and/or SUBLICENSEE’s) royalty statement or compliance in other respects with this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) Should such inspection lead to the discovery of business for at least a greater than [***] ([***]) years following discrepancy in reporting, COMPANY agrees to reimburse DUKE for the end out-of-pocket cost of such inspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04. 5.02 COMPANY shall report the status of development of each LICENSED PRODUCT annually to DUKE by [***] to which they pertainof each year. Such report shall include descriptions of COMPANY’s (and/or SUBLICENSEES’, as the case may be) plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT. 5.03 After the first commercial sale of a LICENSED PRODUCT, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable in addition to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made reports required under Section 4.3 5.02, COMPANY shall be at render to DUKE prior to [***] and [***] of each year a written account of the expense NET SALES of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding LICENSED PRODUCTS and/or LICENSED SERVICES made by COMPANY and/or SUBLICENSEES (as the case may be) by during the prior six-month period ending [***] and [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection respectively, and shall be paid by LICENSEE. LICENSEE will promptly simultaneously pay to UNIVERSITY DUKE the full amount DUKE RUNNING ROYALTIES due on such NET SALES of any underpayment, together with interest thereon at LICENSED PRODUCTS and/or LICENSED SERVICES in United States dollars. Reports tendered shall include the lower calculation of (a) DUKE RUNNING ROYALTIES by product by country in substantially the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawformat provided in APPENDIX D hereto.

Reports and Records. 4.1 UNIVERSITY 5.1 Licensee shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable by Licensee to UNIVERSITY under this LICENSE AGREEMENTFoundation. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEELicensee’s principal place(s) place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] three ([***]3) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant accounting firm selected by Foundation and reasonably acceptable to LICENSEELicensee, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY at Foundation’s expense, for the sole purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEELicensee’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged accounting firm shall disclose to treat as confidential all relevant matters but shall be free to disclose all conclusions Foundation whether the reports are correct or incorrect and the extent of any discrepancy. Should such inspection(sinspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting to UNIVERSITY Foundation’s detriment, Licensee agrees to pay the full cost of such inspection. Foundation may exercise its rights under this Section 5.1 only once every year per audited entity and support such conclusions only with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect reasonable prior notice to the audited entity. 5.2 Before the first commercial sale of a Licensed Product, Licensee shall submit the reports due under Section 3.4. After the first commercial sale of a Licensed Product, Licensee, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to Foundation true and accurate reports of the business conducted by Licensee and its sublicensee(s) during the preceding three-month period is discovered using a format similar to the example shown in Appendix B (“Royalty Report Form”). These shall include the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published amount of Licensed Products manufactured and sold by the American East Coast edition of the Wall Street Journal or Licensee and all sublicensees; (b) total bxxxxxxx for Licensed Products sold by Licensee and all sublicensees; (c) methods used to calculate the maximum Running Royalty; (d) the exchange rate used; (e) deductions applicable as provided in Section 1.9; (f) non-royalty sublicensing payments due under Section 4.l(e); (g) total Running Royalties due; and (h) names and addresses of interest allowed by lawall sublicensees of Licensee. With each such report submitted, Licensee shall pay to Foundation the royalties due and payable under this Agreement. Licensee shall provide such report even if no royalties shall be due.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTM.I.T. hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s ’S principal place(s) place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of M.I.T. or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ ’S royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat 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 LICENSEE shall deliver to M.I.T. true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement as confidential all relevant matters but shall be free pertinent to disclose all conclusions of any such inspection(s) to UNIVERSITY diligence under Article 3 and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties.royalty accounting hereunder: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) before the then-current prime lending rate as published by the American East Coast edition first commercial sale of the Wall Street Journal a LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and (b) after the maximum rate first commercial sale of interest allowed 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) number of LICENSED PRODUCTS manufactured, leased and sold by lawand/or for LICENSEE, its CORPORATE PARTNERS and any other sublicensees, including a separate accounting for PARTICLES, THERAPEUTIC PARTICLES, and ADMINISTRATION SYSTEMS; (b) accounting for any and all HIGH COST THERAPEUTIC AGENTS, including: (i) the identity of the HIGH COST THERAPEUTIC AGENT; (ii) The cost to manufacture a single dose of the PARTICLES into which the HIGH COST THERAPEUTIC AGENT is to be incorporated; (iii) the cost to manufacture a single dose of the HIGH COST THERAPEUTIC AGENT; and (iv) a calculation confirming that by the criterion of paragraph 1.17 the therapeutic agent is a HIGH COST THERAPEUTIC AGENT. (c) accounting related to the special provisions of paragraph 1,10(a), including explicitly; (i) the identity of the HIGH COST THERAPEUTIC AGENT; (ii) the price a third party pays for a single dose of THERAPEUTIC PARTICLES containing the HIGH COST THERAPEUTIC AGENT; (iii) the price a comparable third party would pay for a single dose of the HIGH COST THERAPEUTIC AGENT not incorporated into a PARTICLE; and (iv) the difference between (ii) and (iii). (d) accounting related to the special provisions of paragraph 1,10(b), including explicitly: (i) the identity of the HIGH COST THERAPEUTIC AGENT; (ii) The price paid by a third party for an ADMINISTRATION in which are THERAPEUTIC PARTICLES into which have been incorporated a HIGH COST THERAPEUTIC AGENT; (iii) The price a comparable third party would pay for a comparable ADMINISTRATION SYSTEM which delivers the HIGH COST THERAPEUTIC AGENT without the use of PARTICLES; and (iv) the difference between (ii) and (iii). (e) accounting for all LICENSED PROCESSES used or sold by and/or for LICENSEE, its CORPORATE PARTNERS and any other sublicensees; (f) description of the TECHNICAL AREAS in which LICENSEE is presently funding effort toward the commercialization of the PATENT RIGHTS, and the level of funding in each TECHNICAL AREA; (g) contracts executed with CORPORATE PARTNERS, and payments due under 4.1(g); (h) accounting for NET SALES, noting the deductions applicable as provided in Paragraph 1.9, and any special circumstances per paragraph 1.10; (i) regulatory and business milestones which trigger MILESTONE PAYMENTS to M.I.T., and the amounts of those MILESTONE PAYMENTS;

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEkeep full, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account containing all particulars relating to the manufacture and sales with respect to LICENSED PRODUCTS, and any allowed credits, which may be necessary to ascertain and verify the royalties payable to ACT. Said books and accounts shall be kept at LICENSEE’s principal place of business. At the request of ACT, but not more than once in each calendar year and provided ACT provides LICENSEE with at least ten (10) days prior written notice, LICENSEE shall permit an independent certified public accountant, selected by ACT, to have access, during regular business hours of LICENSEE, to such records to determine, for any calendar quarter commencing not more than two years prior to the date of such request, the completeness and accuracy of such books and records, and require AFFILIATES the accuracy of reports submitted to ACT and/or payments made to ACT. If any such inspection discloses an error in any royalty payment, LICENSEE shall pay to ACT, 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 payment was due until the date paid at the rate equal to one and SUBLICENSEES to do the sameone-half percent (1½%) per month, for the purpose and (c) if such error is in excess of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(sten percent (10%) of business for at least [***] ([***]) years following any royalty payment, the end cost of the [***] audit. In all other cases, the costs of the audit shall be paid for by ACT. All information disclosed pursuant to which they pertainan audit shall be treated as CONFIDENTIAL INFORMATION of LICENSEE and shall not be disclosed to any third party or used for any purpose other than to determine the correctness of the payment. 5.2 After the first commercial sale of a LICENSED PRODUCT, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE within forty-five (45) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to ACT a true and accurate report, giving such particulars of the business conducted by or SUBLICENSEE acting on behalf of UNIVERSITY for LICENSEE during the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with preceding three-month period under this LICENSE AGREEMENT. The representative will be obliged to treat Agreement as confidential all relevant matters but shall be free pertinent to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at a royalty accounting hereunder. Without limiting the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% generality of the amount properly due UNIVERSITY with respect to foregoing, these reports shall include at least the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published number of LICENSED PRODUCTS manufactured and sold by the American East Coast edition or on behalf of the Wall Street Journal or LICENSEE; (b) total xxxxxxxx for LICENSED PRODUCTS sold by or on behalf of LICENSEE; (c) deductions applicable as provided in Paragraph 1.4; and (d) the maximum rate names and addresses of interest allowed by lawall parties making or selling LICENSED PRODUCTS on behalf of LICENSEE. 5.3 With each such report submitted, LICENSEE shall pay to ACT the royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report.

Reports and Records. 4.1 UNIVERSITY 5.1 Licensee shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable by Licensee to UNIVERSITY under this LICENSE AGREEMENTFoundation. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEELicensee’s principal place(s) place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] three ([***]3) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant accounting firm selected by Foundation and reasonably acceptable to LICENSEELicensee, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY at Foundation’s expense, for the sole purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEELicensee’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged accounting firm shall disclose to treat as confidential all relevant matters but shall be free to disclose all conclusions Foundation whether the reports are correct or incorrect and the extent of any discrepancy. Should such inspection(sinspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting to UNIVERSITY Foundation’s detriment, Licensee agrees to pay the full cost of such inspection. Foundation may exercise its rights under this Section 5.1 only once every year per audited entity and support such conclusions only with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect reasonable prior notice to the audited entity. 5.2 Before the first commercial sale of a Licensed Product, Licensee shall submit the reports due under Section 3.4. After the first commercial sale of a Licensed Product, Licensee, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to Foundation true and accurate reports of the business conducted by Licensee and its sublicensee(s) during the preceding three-month period is discovered using a format similar to the example shown in Appendix B (“Royalty Report Form”). These shall include the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published amount of Licensed Products manufactured and sold by the American East Coast edition of the Wall Street Journal or Licensee and all sublicensees; (b) total bxxxxxxx for Licensed Products sold by Licensee and all sublicensees; (c) methods used to calculate the maximum Running Royalty; (d) the exchange rate used; (e) deductions applicable as provided in Section 1.9; (f) non-royalty sublicensing payments due under Section 4.1(e); (g) total Running Royalties due; and (h) names and addresses of interest allowed by lawall sublicensees of Licensee. With each such report submitted, Licensee shall pay to Foundation the royalties due and payable under this Agreement. Licensee shall provide such report even if no royalties shall be due.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTM.I.T. hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] three ([***]3) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of M.I.T. or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat the discovery of a greater than Ten Percent (10%) discrepancy in reporting, LICENSEE agrees to pay the full cost of such inspection. 5.2 LICENSEE, within sixty (60) 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 year after the first commercial sales of a LICENSED PRODUCT, shall deliver to M.I.T. true and accurate reports, giving such particulars of the business conducted by LICENSEE during the preceding three-month period under this Agreement as confidential all relevant matters but shall be free pertinent to disclose all conclusions a royalty accounting hereunder. These shall include at least the following: * CONFIDENTIAL TREATMENT REQUESTED (a) number of any such inspection(s) to UNIVERSITY LICENSED PRODUCTS manufactured and support such conclusions with underlying confidential information if challenged sold by LICENSEE, ; (b) total xxxxxxxx for LICENSED PRODUCTS manufactured and sold by LICENSEE; (c) accounting for all LICENSED PROCESSES used or sold by LICENSEE; (d) deductions applicable as provided that in Paragraph 1.5; (e) total royalties due; and (f) names and addresses of all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense sublicensees of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE shall endeavor to obtain similar information from its sublicensees and will promptly provide such information which is obtained to M.I.T. 5.3 With each such report submitted, LICENSEE shall pay to UNIVERSITY M.I.T. the full amount royalties due and payable under this Agreement. If no royalties shall be due, 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 underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawpayment.

Reports and Records. 4.1 UNIVERSITY 5.01 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and recordsother records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DUKE hereunder and shall require its AFFILIATES and/or SUBLICENSEES, and require AFFILIATES and SUBLICENSEES as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEE’s, ’s (and/or AFFILIATE’s or SUBLICENSEE’s and/or SUBLICENSEES’) principal place(s) place of business for at least [***] ([***]) years following or the end principal place of business of the [***] appropriate division of LICENSEE (and/or AFFILIATE’s and/or SUBLICENSEE) to which they pertain, this AGREEMENT relates. Said books of LICENSEE and will its AFFILIATES and the supporting data shall be open at all reasonable times for [***] following the end of the calendar year to which they pertain, to the inspection by of an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY engaged by DUKE for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or the LICENSEE’s and/or AFFILIATE’S royalty statement or compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% 5.02 LICENSEE shall report the status of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course development of any such inspection, whereupon all each LICENSED PRODUCT and LICENSED PROCESS [***] costs to DUKE by [***]. Such report shall provide information at least sufficient to meet DUKE’s government reporting requirements and additionally shall include descriptions of LICENSEE’s (and/or AFFILIATE’s and/or SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT or LICENSED PROCESS. [***] 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. 5.03 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS and in addition to the reports required, LICENSEE shall render to DUKE prior to [***] a written account of the NET SALES of LICENSED PRODUCTS and LICENSED PROCESSES, subject to royalty under this AGREEMENT and made during the prior [***] period ending [***], and shall simultaneously pay to DUKE the royalties due on such inspection NET SALES in United States dollars. Reports tendered shall include the calculation of royalties by product by country in substantially the format provided in APPENDIX D hereto. Further, LICENSEE shall render to DUKE prior to [***] a written account of the portion of SUBLICENSE REVENUES due to DUKE for the prior [***] period [***] and shall simultaneously pay to DUKE such amounts due in United States dollars. MINIMUM ROYALTIES which are due DUKE for any calendar year, shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY along with the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawwritten report due on [***].

Reports and Records. 4.1 UNIVERSITY 5.1 VIREXX shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees keep and cause its SUBLICENSEES to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under UA hereunder relating to the LICENSED PRODUCT(S) and LICENSED TECHNOLOGY as defined in this LICENSE AGREEMENT. Such VIREXX’s books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEEVIREXX’s principal place(s) place of business. Said books and the supporting data shall be open during reasonable business hours for at least [***] ([***]) 5 years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for pertain to inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE UA or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in with other respects with of this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions Should such inspection of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect VIREXX’s records lead to the audited period is discovered discovery of a greater than 5% discrepancy in reporting to UA’s detriment, VIREXX agrees to pay immediately the course of any such inspection, whereupon all [***] costs full cost of such inspection and to make payment of any outstanding sums with interest payable at a per annum rate 5% above the prime rate in effect at the Bank of Montreal, without prejudice to the rights of UA to terminate this AGREEMENT subject to article 15. Should such inspection of VIREXX’s records lead to the discovery of a 5% or less discrepancy in reporting to UA’s detriment, VIREXX agrees to make payment of any outstanding sums with interest payable at a per annum rate 5% above the prime rate in effect at the Bank of Montreal, without prejudice to the rights of UA to terminate this AGREEMENT subject to article 15. 5.2 Commencing within 60 days after the end of VIREXX’s fiscal year in which the first commercial sale of LICENSED PRODUCT(S) occurs, VIREXX shall deliver semiannually to UA true and accurate reports verified by statutory declaration of an officer of VIREXX, giving such particulars of the business conducted by VIREXX and its SUBLICENSEES during the preceding royalty payment period under this AGREEMENT as shall be paid by LICENSEEpertinent to a royalty accounting hereunder. LICENSEE will promptly pay to UNIVERSITY These shall include at least the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published Number of LICENSED PRODUCT(S) manufactured and sold by the American East Coast edition of the Wall Street Journal or VIREXX and all SUBLICENSEES; (b) the maximum Total xxxxxxxx for LICENSED PRODUCT(S) sold by VIREXX and all SUBLICENSEES; (c) Deductions applicable as provided in section 1.5; (d) Royalties, fees and additional payments from SUBLICENSEE to VIREXX under sections 4.1.2 and 4.1.3; (e) Total royalties, fees and additional payments from VIREXX to UA; and (f) Names and addresses of all SUBLICENSEES of VIREXX. 5.3 LICENSED PRODUCTS shall be deemed to have been sold or provided when invoiced, or if not invoiced, when paid for. If no royalties shall be due, VIREXX shall so report. 5.4 The royalties and milestone payments set forth in this AGREEMENT and any other amounts due under this AGREEMENT shall, if overdue, bear interest until payment at a per annum rate of 5% above the prime rate in effect at the Bank of Montreal on the due date. The payment of such interest allowed by lawshall not prejudice UA in exercising any other rights it may have as a consequence of the lateness of any payment, including termination of this AGREEMENT subject to article 15.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTXXXXX XXXXXXX hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) place of business or the principal place of business of the appropriate Division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of XXXXX XXXXXXX or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements statement or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged Agreement. 5.2 Commencing with the first commercial sale of a Licensed Product, LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to treat as confidential all relevant matters but shall be free to disclose all conclusions XXXXX XXXXXXX true and accurate reports, giving such particulars of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged the business conducted by LICENSEE, provided that all such disclosures its Subsidiaries and its sublicensees during the preceding three-month period under this Agreement as shall be maintained as confidential by such representative and UNIVERSITY with respect pertinent to third parties.a royalty accounting hereunder. These shall include at least the following: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or All Licensed Products manufactured and sold. (b) Total xxxxxxxx for Licensed Products sold. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 1.6. (e) Total royalties due. (f) Names and addresses of all sublicensees of LICENSEE. Where reasonably practical, LICENSEE shall, to the maximum best of its knowledge, subcategorize the Licensed Products sold so as to assign the royalties paid to individual patent(s) of Appendix A. Such subcategorization shall be for XXXXX XXXXXXX administrative 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 LICENSEE shall give an annual report of LICENSEE’s efforts to achieve a first commercial sale. 5.3 With each such report submitted, LICENSEE shall pay to XXXXX XXXXXXX the royalties due and payable under this Agreement. If no royalties shall be due, 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 two percent (2%) above the prime rate in effect at Bank of America on the due date. The payment of such interest allowed by lawshall not foreclose XXXXX XXXXXXX from exercising any other rights it may have as a consequence of the lateness of any payments.

Reports and Records. 4.1 UNIVERSITY 5.01 OREXIGEN shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and records, other records containing all particulars which may be necessary to properly ascertain and require AFFILIATES and SUBLICENSEES to do verify the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTDUKE hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEEOREXIGEN’s principal place(s) place of business or the principal place of business of the appropriate division of OREXIGEN to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for at least [***] ([***]) years following the end of the calendar year to which they pertain, to the inspection of DUKE or its agents for the purpose of verifying the OREXIGEN’s royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04. 5.02 OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to which they pertain, and will be open at all reasonable times for inspection DUKE by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% . Such report shall include descriptions of OREXIGEN’s commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sales of each LICENSED PRODUCT. 5.03 After the amount properly due UNIVERSITY with respect first commercial sale of a LICENSED PRODUCT, and in addition to the audited period is discovered in the course of any such inspectionreports required under Section 5.02, whereupon all OREXIGEN shall render to DUKE prior to [***] costs a written account of such inspection the NET SALES of LICENSED PRODUCTS made during the prior [***] period ending [***], respectively, and shall be paid by LICENSEE. LICENSEE will promptly simultaneously pay to UNIVERSITY DUKE the full amount royalties due on such NET SALES in United States dollars. Reports tendered shall include the calculation of any underpaymentroyalties by product by country. Further, together with interest thereon at OREXIGEN shall render to DUKE prior to [***] a written account of royalties on SUBLICENSE REVENUES due to DUKE for the lower of (a) prior [***] period ending [***], respectively, and shall simultaneously pay to DUKE the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawroyalties due on such NET SALES in United States dollars.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEkeep full, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENTtrue, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTNDSU/RF hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of NDSU/RF or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat as confidential all relevant matters but shall be free the discovery of a greater than two percent (2%) discrepancy in reporting to disclose all conclusions NDSU/RF's detriment, LICENSEE agrees to pay the full cost of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesinspection. 4.4 Inspections made 5.2 Before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall submit the reports due under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of Article 3.4 (a) on December 31, of each year. After the then-current prime lending rate as published by the American East Coast edition first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, on or before October 31, of each year, shall deliver to NDSU/RF true and accurate reports, giving such particulars of the Wall Street Journal or business conducted by LICENSEE and its sublicensees during the preceding one-year period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) number of LICENSED PRODUCTS manufactured and sold by LICENSEE and all sublicensees; (b) total xxxxxxxx for LICENSED PRODUCTS sold by LICENSEE and all sublicensees; (c) accounting for all LICENSED PROCESSES used or sold by LICENSEE and all sublicensees; (d) deductions applicable as provided in Paragraph 1.5; (e) royalties due on additional payments from sublicensees under Paragraph 4.1(b); (f) total royalties due; and (g) names and addresses of all sublicensees of LICENSE. 5.3 With each such report submitted, LICENSEE shall pay to NDSU/RF the maximum royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 On or before the ninetieth (90) day following the close of LICENSEE's fiscal year, LICENSEE shall provide NDSU/RF 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, shall be subject to an interest charge at the applicable referenced prime rate used by the Bank of North Dakota, plus two percentage points. The payment of such interest allowed by lawshall not foreclose NDSU/RF from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY within [***] forty-five ([***]45) days following after the end of each [***] calendar quarter during the term life of this LICENSE AGREEMENTAGREEMENT and as of such dates, stating in each such report, if and as applicable, (i) report the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken by LICENSEE during the such [***] preceding three calendar months and upon which royalty is payable as provided in Section 3.5 hereof 3.2 hereof, as well as a record of all sublicensing income receiving by LICENSEE during the preceding three calendar months received pursuant to Sections 3.8 and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report3.9 above. Until the FIRST COMMERCIAL SALE LICENSEE has achieved a first commercial sale of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July calendar quarter after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a full written report summarizing describing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development, as well as a record of all sublicensing income received pursuant to Sections 3.8 and 3.9 above. 4.3 4.2 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s ’S principal place(s) place of business for at least [***] two ([***]2) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf a representative of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s ’S royalty statements or LICENSEE’s ’S compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesmatters. 4.4 4.3 Inspections made under Section 4.3 4.2 shall be at the expense of UNIVERSITY, unless a variation or error in any amount payable to UNIVERSITY under this LICENSE AGREEMENT exceeding an underpayment to UNIVERSITY exceeding [***]% of one thousand dollars ($1,000), or the amount properly due UNIVERSITY with respect to the audited period equivalent, is discovered in the course of any such inspection, whereupon all [***] costs of such inspection relating thereto shall be paid by LICENSEE. . 4.4 LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUESUBLICENSING REVENUE subject to royalties under Section 3.7, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY CSMC within [***] sixty ([***]60) days following the end of each [***] calendar quarter during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, : (i) the number, description, internal product number and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and the specific itemized deductions taken during the such [***] calendar quarter and upon which royalty is payable as provided in Section 3.5 hereof and 3.3 hereof; (ii) the amount of SUBLICENSE REVENUE receivedany SUBLICENSING REVENUES listed by sublicense and received upon which royalty is payable as provided in Section 3.6 hereof; and (iii) the total number of uses (including the type of use) excluded from the calculation of NET SALES as defined in clauses (2) and (3) of Section 1.8 hereof. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue SUBLICENSING REVENUE received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 4.2 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts (i) payable to UNIVERSITY CSMC under this LICENSE AGREEMENT and (ii) spent by LICENSEE as a part of its COMMERCIALLY REASONABLE EFFORTS required under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) place of business for at least [***] five ([***]5) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times no more than once each calendar year for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE LICENSEE acting on behalf of UNIVERSITY CSMC for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY CSMC and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY CSMC with respect to third partiesTHIRD PARTIES. 4.4 4.3 Inspections made under Section 4.3 4.2 shall be at the expense of UNIVERSITYCSMC, unless an underpayment to UNIVERSITY CSMC exceeding [**] dollars ($[*]% of the amount properly due UNIVERSITY with respect to the audited period ) is discovered in the course of any such inspection, whereupon all [***] the actual, documented costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY CSMC the full amount of any underpayment, together with interest thereon at the lower of (a) the then[*] percent ([*]%) per month pro-current prime lending rate as published by the American East Coast edition of the Wall Street Journal rated, or (b) the maximum rate of interest allowed by law.