Common use of Reports, Exchange Rates Clause in Contracts

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. dollars equivalent of the royalty due, calculated using the [***].

Reports, Exchange Rates. 7.1.1 During the 8.1.1 For so long as any Royalty TermTerm remains in effect, Licensee shall furnish to SGIshall, with respect to each [***]Calendar Quarter (or portion thereof), provide a written report showing, on a consolidated aggregated basis in reasonably specific reasonable detail and on a country-by-country basis, (a) the gross sales Gross Sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] corresponding Calendar Quarter on which royalties are due hereunder and the calculation of Net Sales from such gross salesGross Sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the TerritoryTerritory for which royalties are due hereunder, if it has occurred during the corresponding [***]Calendar Quarter; and (e) the exchange rates (as determined pursuant to Section 7.1.4 8.1.3 herein) used in determining the royalty amount expressed in U.S. dollars (collectivelyeach, a “ReportsRoyalty Report”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 8.1.2 Royalty Reports shall be due on the [***] day following the end of the [***] Calendar Quarter to which such Royalty Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales Gross Sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 8.1.3 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross salesGross Sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross salesGross Sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale Selling Person together with the U.S. dollars equivalent of the royalty due, calculated using the [***]average quarter-end rate of exchange for a given Calendar Quarter published in the Wall Street Journal during the applicable Calendar Quarter.

Reports, Exchange Rates. 7.1.1 8.1.1. During the term of this Agreement following the First Commercial Sale and during the Royalty Term, Licensee EOS shall furnish to SGI, with respect to each [***]Calendar Quarter, a written report showing, showing on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by LicenseeEOS, its Affiliates and its Sublicensees in the Territory during the [***] corresponding Calendar Quarter and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. US dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, Territory if it has occurred during the corresponding [***]Calendar Quarter; and (e) the exchange rates (as determined pursuant to Section 7.1.4 8.1.4 herein) used in determining the royalty amount expressed in U.S. US dollars (collectively, “Reports”"REPORTS"). 7.1.2 Licensee 8.1.2. EOS shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee EOS within [***] ([***]) days of the close of each [***] and Calendar Quarter, to keep and maintain records of sales made pursuant to such sublicense as if and to grant access to such sales were Reports by Licensee for SGI's independent accountant to the purpose of Section 7.1.1same extent required with respect to EOS's Reports under this Agreement. 7.1.3 8.1.3. Reports shall be due on the [***] following the end of the ([***] to which such Report relates]) day following the close of each Calendar Quarter. Licensee EOS shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 8.1.4. With respect to sales (if any) of Licensed Products invoiced in U.S. US dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. US dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. US dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. US dollars equivalent of the royalty duepayable, calculated using the following rates: (i) if the Product incorporates technology [***]] then the rate published in the Wall Street Journal for the last banking day of the applicable Calendar Quarter, or (ii) if the Product does not include technology [***,] then the average of the daily rates for such currency quoted by Citibank, N.A. for each of the last fifteen (15) banking days of the applicable Calendar Quarter.

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial [***] Confidential treatment has been requested with respect to the omitted portions. Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. dollars equivalent of the royalty due, calculated using the [***].

Reports, Exchange Rates. 7.1.1 During the 6.14.1 For so long as any Royalty TermTerm remains in effect, Licensee shall furnish to SGITakeda shall, with respect to each [***]Calendar Quarter (or portion thereof), provide a written report showing, on a consolidated aggregated basis in reasonably specific reasonable detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by LicenseeTakeda, its Affiliates and its Sublicensees in the Territory during the [***] corresponding Calendar Quarter on which royalties are due hereunder and the calculation of Net Sales from such gross sales; , (b) the royalties payable in U.S. dollarsDollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; , (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; , (d) the dates of the First Commercial Sale of each Licensed Product in each country in the TerritoryTerritory for which royalties are due hereunder, if it has occurred during the corresponding [***]; Calendar Quarter, and (e) the exchange rates (as determined pursuant to Section 7.1.4 6.14.3 herein) used in determining the royalty amount expressed in U.S. dollars Dollars (collectivelyeach, a “ReportsRoyalty Report”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 6.14.2 Royalty Reports shall be due on the within [***] following the end of the [***] Calendar Quarter to which such Royalty Report relates. Licensee Takeda shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 6.14.3 With respect to sales of Licensed Products invoiced in U.S. dollarsDollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollarsDollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollarsDollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. dollars Dollars equivalent of the royalty due, calculated using the [***]average quarter-end rate of exchange for a given Calendar Quarter published in the East Coast Edition of the Wall Street Journal during the applicable Calendar Quarter.

Reports, Exchange Rates. 7.1.1 8.1.1. During the Royalty Term, Licensee GNE shall furnish to SGI, with respect to each [***]Calendar Quarter, a written report showing, showing on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by LicenseeGNE, its Affiliates and its Sublicensees in the Territory during the [***] corresponding Calendar Quarter and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, Territory if it has occurred during the corresponding [***]Calendar Quarter; and (e) the exchange rates (as determined pursuant to Section 7.1.4 8.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee 8.1.2. GNE shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee GNE within [***] of the close of each [***] Calendar Quarter and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1sublicense. 7.1.3 8.1.3. Reports shall be due on the [***] following the end close of the [***] to which such Report relateseach Calendar Quarter. Licensee GNE shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 8.1.4. With respect to sales (if any) of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. dollars equivalent of the royalty duepayable, calculated using the [***].

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to within [***] of the end of each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, with respect to such [***], (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the such [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding such [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] sufficiently in advance of the close of each [***] Licensee’s reporting deadline under Section 7.1.1 so as to enable Licensee to meet such deadlines and to keep and maintain records of sales made pursuant to such each sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products Net Sales invoiced in U.S. dollars, the gross sales, Net Sales, Sales and royalties payable the amounts due to SGI hereunder shall be expressed in U.S. dollars. With respect to sales of Licensed Products Net Sales invoiced or expenses incurred in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable or expenses shall be expressed in the domestic currency of the invoice issued by the Party entity making the sale sale, together with the U.S. dollars equivalent of the royalty duedollar equivalent, calculated using the [***].

Reports, Exchange Rates. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to within [*] of the end of each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, with respect to such [*], (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the such [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding such [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] sufficiently in advance of the close of each [***] Licensee’s reporting deadline under Section 7.1.1 so as to enable Licensee to meet such deadlines and to keep and maintain records of sales made pursuant to such each sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products Net Sales invoiced in U.S. dollars, the gross sales, Net Sales, Sales and royalties payable the amounts due to SGI hereunder shall be expressed in U.S. dollars. With respect to sales of Licensed Products Net Sales invoiced or expenses incurred in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable or expenses shall be expressed in the domestic currency of the invoice issued by the Party entity making the sale sale, together with the U.S. dollars equivalent of the royalty duedollar equivalent, calculated using the [***].

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.3 Reports shall be due on the [***] following the end of the [***] Calendar Quarter to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. dollars equivalent of the royalty due, calculated using the [***].

Reports, Exchange Rates. 7.1.1 8.1.1. During the term of this Agreement following the First Commercial Sale and during the Royalty Term, Licensee EOS shall furnish to SGI, with respect to each [***]Calendar Quarter, a written report showing, showing on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by LicenseeEOS, its Affiliates and its Sublicensees in the Territory during the [***] corresponding Calendar Quarter and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. US dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, Territory if it has occurred during the corresponding [***]Calendar Quarter; and (e) the exchange rates (as determined pursuant to Section 7.1.4 8.1.4 herein) used in determining the royalty amount expressed in U.S. US dollars (collectively, “Reports”). 7.1.2 Licensee 8.1.2. EOS shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee EOS within [*] ([*])[*] of the close of each [***] and Calendar Quarter, to keep and maintain records of sales made pursuant to such sublicense as if and to grant access to such sales were Reports by Licensee for SGI’s independent accountant to the purpose of Section 7.1.1same extent required with respect to EOS’s Reports under this Agreement. 7.1.3 8.1.3. Reports shall be due on the [*] ([*]) [*] following the end close of the [***] to which such Report relateseach Calendar Quarter. Licensee EOS shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 8.1.4. With respect to sales (if any) of Licensed Products invoiced in U.S. US dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. US dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. US dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the U.S. US dollars equivalent of the royalty duepayable, calculated using the following rates: (i) [**], or (ii) [*].

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGI, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the corresponding [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties royalties’ payable hereunder to be determined. 7.1.4 With respect to sales For any given [***], if any portion of Licensed Products invoiced Net Sales would be otherwise determined in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollarsDollars then, for the gross salespurposes of calculating such Net Sales, such currency will be converted to U.S. Dollars in the following manner: (a) Net Sales and royalties payable shall will be expressed determined in the original currency for each country for each of the invoice issued by the Party making the sale together with the U.S. dollars equivalent of the royalty due, calculated using the [***]; then (b) the Net Sales values for each month as calculated under Section 7.1.4(a) for each country will be separately converted into U.S. Dollars based on the average rate of exchange for that month ([***]; and then (c) the portion of Net Sales attributable to that currency for that [***] calculated under Section 7.1.4(b).

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGILicensor, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of after the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the converted into U.S. dollars equivalent of the royalty due, calculated Dollars using the [***]] for each of the [***] included in the [***] in which such Net Sales were made. All such converted Net Sales and cost items shall be consolidated with U.S. Net Sales for each [***] and the applicable payments determined therefrom. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Reports, Exchange Rates. 7.1.1 During the Royalty Term, Licensee shall furnish to SGILicensor, with respect to each [***], a written report showing, on a consolidated basis in reasonably specific detail and on a country-by-country basis, (a) the gross sales of Licensed Products sold by Licensee, its Affiliates and its Sublicensees in the Territory during the [***] and the calculation of Net Sales from such gross sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the withholding taxes, if any, required by law to be deducted in respect of such royalties; (d) the dates of the First Commercial Sale of each Licensed Product in each country in the Territory, if it has occurred during the corresponding [***]; and (e) the exchange rates (as determined pursuant to Section 7.1.4 herein) used in determining the royalty amount expressed in U.S. dollars (collectively, “Reports”). 7.1.2 Licensee shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring its Affiliates and Sublicensees to make Reports to Licensee within [***] of after the close of each [***] and to keep and maintain records of sales made pursuant to such sublicense as if such sales were by Licensee for the purpose of Section 7.1.1. 7.1.3 Reports shall be due on the [***] following the end of the [***] to which such Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 7.1.4 With respect to sales of Licensed Products invoiced in U.S. dollars, the gross sales, Net Sales, and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the gross sales, Net Sales and royalties payable shall be expressed in the currency of the invoice issued by the Party making the sale together with the converted into U.S. dollars equivalent of the royalty due, calculated Dollars using the [***]] for each of the [***] included in the [***] in which such Net Sales were made. All such converted Net Sales and cost items shall be consolidated with U.S. Net Sales for each [***] and the applicable payments determined therefrom.