Common use of Reports; Notices Clause in Contracts

Reports; Notices. Icagen shall furnish to CFF the following reports and/or notices: (i) As soon as practicable, and in any event within [***] after the end of each calendar quarter (including the calendar quarter ending December 31), financial reports which describe the use of the Award Amount and the Matched Funds, the progress made toward achieving the purposes of the Research Plan, and the development of any Product in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***], and any other information that CFF reasonably requests. (ii) As soon as practicable after the Research Term, a closing report customary for a Research Plan at such stage of development which shall (A) be prepared by Icagen or an Icagen-approved Third Party, (B) be reasonably satisfactory to CFF, and (C) set forth Icagen’s final analysis, summary tables, data listings, results and conclusions from the Research Plan and such other information and materials as CFF may reasonably request. (iii) As soon as practicable, and in any event within [***] after January 1 and June 1 of each fiscal year in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***], progress reports and status updates on Icagen’s activities with respect to the Research Results and/or a Product including, without limitation, the Development and/or Commercialization, Icagen’s compliance with the terms of this Agreement, and any other information that CFF reasonably requests. Icagen shall include the requirements of this Section 3.2(d)(iii) in any agreements with sublicensees relating to the Development and/or Commercialization of any Products.

Reports; Notices. Icagen shall furnish to CFF the following reports and/or notices: (i) As soon as practicable, and in any event within [***] after the end of each calendar quarter (including the calendar quarter ending December 31), financial reports which describe the use of the Award Amount and the Matched Funds, the progress made toward achieving the purposes of the Research Plan, and the development of any Product in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***], and any other information that CFF reasonably requests. (ii) As soon as practicable after the Research Term, a closing report customary for a Research Plan at such stage of development which shall (A) be prepared by Icagen or an Icagen-approved Third Party, (B) be reasonably satisfactory to CFF, and (C) set forth Icagen’s final analysis, summary tables, data listings, results and conclusions from the Research Plan and such other information and materials as CFF may reasonably request. (iii) As soon as practicable, and in any event within [***] after January 1 and June 1 of each fiscal year in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***], progress reports and status updates on Icagen’s activities with respect to the Research Results and/or a Product including, without limitation, the Development and/or Commercialization, Icagen’s compliance with the terms of this Agreement, and any other information that CFF reasonably requests. Icagen shall include the requirements of this Section 3.2(d)(iii) in any agreements with sublicensees relating to the Development and/or Commercialization of any Products.. ​ ​

Reports; Notices. Icagen Cxxxxx shall furnish to CFF the following reports and/or notices: (ia) As soon as practicable, and in any event within [***] sixty (60) days after the end of each calendar quarter (including the calendar quarter ending December 31), financial reports which describe the use of the Award Amount funds (including, without limitation, a detailed breakdown of the actual costs of the Development Plan and how such Award funds have been allocated and in fact used in respect of the Matched FundsDevelopment Plan), the progress made toward achieving the purposes of the Research Development Plan, and the development of any Product in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***]Product, and any other information in possession of Cxxxxx that CFF reasonably requests. (iib) As soon as practicable after the Research TermDevelopment Plan Completion Date, a closing report customary for a Research Development Plan at such stage of development which shall (Ai) be prepared by Icagen Cxxxxx or an Icagena Cxxxxx-approved Third Party, (Bii) be reasonably satisfactory to CFF, and (Ciii) set forth Icagen’s Cxxxxx’x final analysis, summary tables, data listings, results and conclusions from the Research Development Plan and such other information and materials as CFF may reasonably request. (iiic) As soon as practicable, and in any event within [***] sixty (60) days after January 1 and June 1 of each fiscal year in following the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***]Plan Completion Date, progress reports and status updates on Icagen’s Cxxxxx’x activities with respect to the Research Results Development Plan Technology and/or a Product including, without limitation, the Development development and/or Commercializationcommercialization of any Products, Icagen’s Cxxxxx’x compliance with the terms of this Agreement, and any other information that CFF reasonably requests. Icagen Cxxxxx shall include the requirements of this Section 3.2(d)(iii3.2.4(c) in any agreements with sublicensees relating to the Development development and/or Commercialization commercialization of any Products.

Reports; Notices. Icagen The Commercial Party shall (a) maintain a system of accounting in accordance with GAAP, (b) keep full and complete financial records and maintain an effective system of internal controls, and (c) furnish to CFF the following other Party reports and/or noticesnotices as follows: (a) Within a reasonable period of time after the Research Termination Date, EPIX shall provide to CFFT a closing report reasonably satisfactory to CFFT and which shall (i) be prepared by EPIX or an EPIX-approved Third Party, and (ii) shall set forth EPIX’ final analysis, summary tables, data listings, results and conclusions from the Research Project and such other information and materials as CFFT may reasonably request. (b) EPIX, and in the case an Interruption License is granted, CFFT, shall, within [********] after such Party’s annual audit report is finalized, provide to the other Party audited financial statements as of the end of such year (including without limitation, a copy of the consolidated balance sheet of such Party as of the end of such year, together with consolidated statements of income, operations, cash flow and retained earnings of such Party for such year), prepared in accordance with GAAP, along with comparative financial statements of the prior year; provided that if such Party makes such records generally available, for example by posting on its website or filing with the Securities and Exchange Commission, the requirements of this Section 3.2.5(b) shall be satisfied thereby. (c) The Commercial Party shall provide to the other Party, as soon as practicable, but in any case no less than [********] in advance, written notice of any proposed license, sublicense or transfer of the right to develop or commercialize a Product. (d) As soon as practicable, and in any event promptly after the commencement thereof, notice of all material actions, suits, claims, proceedings, investigations or any other event that could materially impact the Party’s ability to perform its obligations hereunder. (e) As soon as practicable, and in any event within [***] after the end of each calendar quarter (including the calendar quarter ending December 31), financial reports which describe the use of the Award Amount and the Matched Funds, the progress made toward achieving the purposes of the Research Plan, and the development of any Product in the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***], and any other information that CFF reasonably requests. (ii) As soon as practicable after the Research Term, a closing report customary for a Research Plan at such stage of development which shall (A) be prepared by Icagen or an Icagen-approved Third Party, (B) be reasonably satisfactory to CFF, and (C) set forth Icagen’s final analysis, summary tables, data listings, results and conclusions from the Research Plan and such other information and materials as CFF may reasonably request. (iii) As soon as practicable, and in any event within [***] after January 1 and June 1 of each fiscal calendar year in following the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***]Research Termination Date, progress reports and status updates on Icagenthe Commercial Party’s activities with respect to the Research Results and/or a Product Project, including, without limitation, the Development continuing development and/or Commercializationcommercialization of any Products, Icagenthe Commercial Party’s compliance with the terms of this Agreement, and any other information that CFF the other Party reasonably requests. Icagen shall include the requirements of this Section 3.2(d)(iii) in any agreements with sublicensees relating to the Development and/or Commercialization of any Products.

Reports; Notices. Icagen Affimed shall with respect to the AFM13 Development Program and Net Sales of Product (x) maintain a system of accounting in accordance with Accounting Standards, (y) keep full and complete financial records and maintain an effective system of internal controls, and (z) furnish to CFF LLS reports and/or notices in accordance with the following reports and/or noticesand Exhibit E: (ia) As soon as practicable, and in any event Affimed shall provide within [***] ** prior to each AFM13 RAC meeting a progress report of the AFM13 Development Program since the prior AFM13 RAC meeting. (b) Affimed shall provide within ***** after the end of each calendar fiscal year ending prior to the Program Termination Date and within ***** after the fiscal quarter (including in which the calendar quarter ending December 31)Program Termination Date occurs, financial reports which describe the use of the Award Amount Funding amounts and the Matched FundsFunds (including, the progress made toward achieving the purposes without limitation, a detailed breakdown of the Research Planactual costs of the AFM13 Development Program and how such Funding amounts and Matched Funds have been allocated and in fact used in respect of the AFM13 Development Program), any Milestones achieved, and a summary of the development of any Product activities conducted with respect to Products under the AFM13 Development Program during the applicable fiscal quarter covered by such report, together with such other summary information pertaining to activities in the event Icagen assumes responsibility for AFM13 Development and Commercialization pursuant Program during such period as LLS may reasonably request in writing, prior to Section 10.4preparation of such report, 10.8 or 10.7(abe included in such report. (c) pursuant to the [Within ***], and any other information that CFF reasonably requests. (ii) As soon as practicable ** after the Research TermProgram Termination Date, a closing report customary for a Research Plan at such stage of development Final Progress Report which shall (Ai) be prepared by Icagen Affimed or an IcagenAffimed-approved Third Party, (B) be reasonably satisfactory to CFF, and (Cii) set forth Icagena summary of the activities conducted in the AFM13 Development Program and Affimed’s final analysis, summary tables, data listings, results and conclusions from the Research Plan and such other information and materials as CFF may reasonably requestAFM13 Development Program. (iiid) As soon as practicablepracticable during the AFM13 Development Program and thereafter, notice of any license, sublicense or transfer of any Program Invention, or subcontract or permitted assignment by Affimed of this Agreement or its rights and/or obligations hereunder, or of any Change of Control Transaction. (e) notice of all material actions, suits, claims, proceedings, investigations and inquiries that directly or indirectly involve or impact the AFM13 Development Program. (f) and in any event within [***] ** after January 1 and June 1 of each fiscal year in following the event Icagen assumes responsibility for Development and Commercialization pursuant to Section 10.4, 10.8 or 10.7(a) pursuant to the [***]Program Termination Date until First Commercial Sale, progress reports and status updates on IcagenAffimed’s activities with respect to the Research Results and/or a Product including, without limitation, the Development development and/or Commercialization, Icagen’s compliance with the terms of this Agreement, and any other information that CFF reasonably requests. Icagen shall include the requirements of this Section 3.2(d)(iii) in any agreements with sublicensees relating to the Development and/or Commercialization commercialization of any Products.