Common use of Reports Payments and Accounting Clause in Contracts

Reports Payments and Accounting. 5.1 Beginning with the calendar quarter in which MSIL or an Affiliate makes a first commercial sale of SIMOX Wafers, MSIL shall provide to IBIS, within thirty (30) days following the end of such quarter, a written report setting forth the total Net Sales and the royalty due and payable to IBIS for such quarter, and MSIL shall remit to IBIS with such report the amount of royalty payments shown thereby to be due. Royalties shall be remitted in United States dollars. For converting any royalty that accrued in another currency into United States dollars, there shall be used the closing buying rates quoted by the WALL STREET JOURNAL for the last business day of the month in which the royalties were earned. 5.2 MSIL shall keep complete and accurate records for the latest three (3) years showing the Net Sales by MSIL of SIMOX Wafers subject to royalty under this Agreement. Such records shall be in sufficient detail to enable the royalties payable hereunder by MSIL to be determined. MSIL agrees to permit such books and records to be examined, but not more often than twice in any calendar year. The examination shall be by an independent certified public accounting firm designated by IBIS and reasonably acceptable to and approved by MSIL. Any such audit shall be conducted during business hours of MSIL upon reasonable notice to MSIL. The purpose of any such audit shall solely be for verifying the royalties payable as provided for in this Agreement and said accounting firm shall only disclose to IBIS Net Sales and royalties on SIMOX Wafers sales and royalties due and payable thereon to IBIS. Any such audit shall be at the expense of IBIS unless any such audit reveals that MSIL has underpaid or understated royalties due to IBIS by more than five percent (5%), in which case MSIL shall reimburse IBIS for the cost of any such audit. 5.3 Any tax required to be paid under the laws or governmental regulations of any country with respect to royalties payable to IBIS shall be promptly paid by MSIL provided, however , that any payments from MSIL to IBIS may be reduced by whatever taxes or charges, if any, which MSIL is required by law to withhold from such payments. MSIL shall furnish IBIS with proof of payment of such withholding taxes or charges to the appropriate governmental authority.

Reports Payments and Accounting. 5.1 Beginning with the calendar quarter in which MSIL or an Affiliate makes a first commercial sale of SIMOX Wafers, MSIL shall provide to IBIS, within thirty 7.1 Within sixty (3060) days following the end close of such each calendar quarter, ending March 31, June 30, September 30 and December 31 each year during the term of this Agreement, in which sales of Licensed Product are made under this Agreement, APOLLON shall provide to [ ] and [ ] a written report setting forth the total Net Sales and the royalty royalties due and payable to IBIS [ ] for such quarter, quarter and MSIL APOLLON shall remit to IBIS [ ], for the benefit of [ ] and [ ], with such report the amount of royalty payments shown thereby to be due. Royalties shall be payable from the country in which they are earned and subject to foreign exchange rates then prevailing in such country. Royalties shall be remitted in United States dollars. For converting any royalty that accrued in another currency into United States dollars, there shall be used the closing buying rates quoted of exchange published in the Wall Street Journal, or such alternate publication as is agreed by the WALL STREET JOURNAL for parties, as of the last business day of the month calendar quarter in which the royalties were earned. 5.2 MSIL 7.2 APOLLON shall keep keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records for the latest three (3) years showing the Net Sales by MSIL of SIMOX Wafers subject to royalty Licensed Product(s) made under this AgreementAgreement or any Sublicense. Such records shall be in sufficient detail to enable the royalties payable hereunder by MSIL APOLLON to be determined. MSIL APOLLON agrees to permit such books and records to be examined, examined but not more often than twice once in any calendar year. The examination shall be by an independent certified public accounting firm accountant designated by IBIS [ ] and reasonably acceptable to and approved by MSILAPOLLON. Any such audit shall be at the expense of [ ] and conducted during business hours of MSIL APOLLON and upon reasonable notice to MSILAPOLLON. The purpose of any such audit shall solely be for verifying the royalties payable as provided for in this Agreement and said accounting firm accountant shall only disclose to IBIS Net Sales and royalties on SIMOX Wafers sales due to [ ] and royalties due [ ] and payable thereon to IBIS. Any such audit shall be at the expense of IBIS unless any such audit reveals that MSIL has underpaid or understated royalties due to IBIS by more than five percent (5%), in which case MSIL shall reimburse IBIS for the cost of any such auditthereon. 5.3 7.3 Any tax required to be paid withheld by APOLLON under the laws or governmental regulations of any country with respect to for royalties payable to IBIS [ ] shall be promptly paid by MSIL provided, however , that any payments from MSIL APOLLON for and on behalf of [ ] and [ ] to IBIS may be reduced by whatever taxes or charges, if any, which MSIL is required by law to withhold from such paymentsthe appropriate governmental authority. MSIL APOLLON shall furnish IBIS [ ] and [ ] with proof of payment of such withholding taxes tax together with official or charges to other appropriate evidence issued by the appropriate governmental authoritygovernment authority sufficient to enable [ ] and [ ] to support a claim for any tax credit in respect of any tax so paid. 7.4 [ ] and [ ] agree to keep any reports, information, or data provided to [ ] and [ ] by APOLLON, its Affiliates, or Sublicensees under this ARTICLE VII in strict confidence and not to disclose the same to or permit access to any third party, without the prior written permission of APOLLON, except as shall be required to be disclosed in a judicial or administrative proceeding after legal remedies for maintaining the confidentiality of such reports, information, or data have been exhausted.

Reports Payments and Accounting. 5.1 Beginning with the calendar quarter in which MSIL or an Affiliate makes a first commercial sale of SIMOX Wafers, MSIL shall provide to IBIS, within thirty (30) days following the end of such quarter, a written report setting forth the total Net Sales and the royalty due and payable to IBIS for such quarter, and MSIL shall remit to IBIS with such report the amount of royalty payments shown thereby to be due. Royalties shall be remitted in United States dollars. For converting any royalty that accrued in another currency into United States dollars, there shall EXHIBIT 10.45 be used the closing buying rates quoted by the WALL STREET JOURNAL for the last business day of the month in which the royalties were earned. 5.2 MSIL shall keep complete and accurate records for the latest three (3) years showing the Net Sales by MSIL of SIMOX Wafers subject to royalty under this Agreement. Such records shall be in sufficient detail to enable the royalties payable hereunder by MSIL to be determined. MSIL agrees to permit such books and records to be examined, but not more often than twice in any calendar year. The examination shall be by an independent certified public accounting firm designated by IBIS and reasonably acceptable to and approved by MSIL. Any such audit shall be conducted during business hours of MSIL upon reasonable notice to MSIL. The purpose of any such audit shall solely be for verifying the royalties payable as provided for in this Agreement and said accounting firm shall only disclose to IBIS Net Sales and royalties on SIMOX Wafers sales and royalties due and payable thereon to IBIS. Any such audit shall be at the expense of IBIS unless any such audit reveals that MSIL has underpaid or understated royalties due to IBIS by more than five percent (5%), in which case MSIL shall reimburse IBIS for the cost of any such audit. 5.3 Any tax required to be paid under the laws or governmental regulations of any country with respect to royalties payable to IBIS shall be promptly paid by MSIL provided, however however, that any payments from MSIL to IBIS may be reduced by whatever taxes or charges, if any, which MSIL is required by law to withhold from such payments. MSIL shall furnish IBIS with proof of payment of such withholding taxes or charges to the appropriate governmental authority.. EXHIBIT 10.45

Reports Payments and Accounting. 5.1 6.1 Beginning with the calendar quarter half-year in which MSIL OXiGENE or an Affiliate or sublicensee makes a first commercial sale of SIMOX Wafersa Product, MSIL OXiGENE shall provide to IBISthe University, within thirty ninety (3090) days following the end of such quartereach calendar half-year, a written report setting forth the total Net Sales and the relevant license fees and milestone fees received during such calendar half-year, and the royalty due and payable to IBIS the University for such quarterhalf-year, and MSIL OXiGENE shall remit to IBIS the University with such report the amount of royalty payments shown thereby to be due. Royalties shall be payable from the country in which they are earned and subject to foreign exchange rules and regulations then prevailing in such country. Royalties shall be remitted in United States dollars. For converting any royalty that accrued in another currency into United States dollars, there shall be used the closing buying rates quoted by the WALL STREET JOURNAL The Wall Street Journal for the last business day of the month calendar half-year in which the royalties were earned. 5.2 MSIL 6.2 OXiGENE shall keep complete and accurate records for the latest three (3) years showing the Net Sales by MSIL OXiGENE of SIMOX Wafers Product and other amounts subject to royalty under this Agreement. Such records shall be in sufficient detail to enable the royalties payable hereunder by MSIL OXiGENE to be determined. MSIL OXiGENE agrees to permit such books and records to be examined, examined but not more often than twice once in any calendar year. The examination shall be by an independent certified public accounting firm accountant designated by IBIS the University and reasonably acceptable to and approved by MSILOXiGENE. Any such audit shall be at the expense of the University and conducted during business hours of MSIL OXiGENE and upon reasonable notice to MSILOXiGENE. The purpose of any such audit shall solely be for verifying the royalties payable as provided for in this Agreement and said accounting firm accountant shall only disclose to IBIS Net Sales and royalties on SIMOX Wafers sales to the University and royalties due and payable thereon to IBIS. Any such audit shall be at the expense of IBIS unless any such audit reveals that MSIL has underpaid or understated royalties due to IBIS by more than five percent (5%), in which case MSIL shall reimburse IBIS for the cost of any such auditthereon. 5.3 6.3 Any tax required to be paid withheld by OXiGENE under the laws or governmental regulations of any country with respect to for royalties payable to IBIS the University shall be promptly paid by MSIL provided, however , that any payments from MSIL OXiGENE and on behalf of the University to IBIS may be reduced by whatever taxes or charges, if any, which MSIL is required by law to withhold from such paymentsthe appropriate governmental authority. MSIL OXiGENE shall furnish IBIS the University with proof of payment of such withholding taxes tax together with official or charges to other appropriate evidence issued by the appropriate governmental authoritygovernment authority sufficient to enable the University to support a claim for any income tax credit in respect of any tax so paid.