Common use of Reports Records and Payments Clause in Contracts

Reports Records and Payments. 5.1 Beginning on January 1, 2008 and ending on the date of first commercial sale of the Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicensee's) activities to develop and test the Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Products. MYMETICS shall pay PEVION the fees according Section 4.3 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the Product anywhere in the world, MYMETICS shall submit to PEVION quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) most recently completed calendar quarter and shall show: - The number of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - The royalties and sublicense fees payable in Swiss Francs, including the method used to calculate the royalties and the exchange rates used pursuant to Subsection 5.6 of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have been received by MYMETICS during any reporting period, MYMETICS shall so report. 5.5 MYMETICS shall keep and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the Products used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by MYMETICS for at least ten (10) years following a given reporting period. All records shall be available during normal business hours for inspection at the expense of PEVION by a public accountant selected by PEVION and reasonably acceptable to MYMETICS for the sole purpose of verifying reports and payments and in compliance with the other terms of this Agreement. Such accountant shall not disclose to PEVION any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then MYMETICS shall pay the cost of the audit as well as any additional sum that would have been payable to PEVION had the MYMETICS reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to PEVION up to the date when such payment is actually made by MYMETICS. For underpayment not in excess of five percent (5%) for any twelve (12) month period, MYMETICS shall pay the difference within thirty (30) days without interest charge or inspection cost. 5.6 PEVION will invoice MYMETICS, based on a detailed statement, every 3 (three) months for its expenses, including PEVION CSO's expenses. 5.7 All fees and royalties due to PEVION shall be paid in Swiss Francs, plus Swiss VAT when applicable. When Licensed Products are sold in currencies other than Swiss Francs, MYMETICS shall first determine the earned royalty in the currency of the country in which Licensed Products were sold and then convert the amount into equivalent Swiss funds, using the exchange rate quoted in the Neue Zxxxxxx Zeitung on the last business day of the applicable reporting period. 5.8 Royalties shall accrue when Licensed Products are paid by a third party or Affiliate. MYMETICS shall make all reasonable efforts to secure prompt payments from said third parties and Affiliates. MYMETICS shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within MYMETICS' most recently completed calendar quarter. 5.9 Royalties earned on sales occurring under sublicense granted pursuant to this Agreement shall not be reduced by MYMETICS for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by MYMETICS in fulfilment of PEVION's tax liability in any particular country may be credited against earned royalties or fees due to PEVION for that country. MYMETICS shall pay all bank charges resulting from the transfer of such royalty payments. 5.10 In the event that any patent or patent claim related to the intellectual property transferred or licensed hereunder is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligations to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. MYMETICS shall not, however, be relieved from paying any royalties that accrued before the date of such final decision.

Reports Records and Payments. 5.1 Beginning on January 1, 2008 and ending on the date 4.1 After First Commercial Sale of first commercial sale of the Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicensee's) activities to develop and test the Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Products. MYMETICS shall pay PEVION the fees according Section 4.3 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the Product anywhere in the worldTerritory, MYMETICS Licensee shall submit to PEVION Licensor quarterly royalty reports for each Product on or before 45 days after the end of each February 28, May calendar quarter ending March 31, August 31 June 30 and November September 30 and 75 days after the end of last quarter of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) Licensee’s most recently completed calendar quarter and shall show: - The number show the gross sales, itemized deductions as provided in Paragraph 1.14, and Net Sales of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - The royalties and sublicense fees payable in Swiss Francs, including the method used to calculate the royalties and the exchange rates used pursuant royalties, in USD, payable with respect thereto. Each such report shall be accompanied by a payment equal to Subsection 5.6 the total royalties or Commercial Milestones owed by Licensee with respect to such previous calendar quarter in accordance with the terms of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have been received by MYMETICS during any reporting period, MYMETICS shall so reportsection 3. 5.5 MYMETICS 4.2 Licensee shall keep and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the all Products used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by MYMETICS Licensee for at least ten 5 (10five) years following a given reporting period. . 4.3 All relevant records shall be available during normal business hours for inspection at the expense of PEVION Licensor by a certified public accountant selected by PEVION and reasonably acceptable to MYMETICS for the sole purpose of verifying reports and payments Licensor and in compliance with the other terms of this AgreementAgreement for the sole purpose of verifying reports and payments. Such accountant inspections shall occur no more than once per calendar year and Licensor shall provide at least thirty (30) days written notice prior to such an inspection. Such inspector shall not disclose to PEVION Licensor any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an underreporting under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then MYMETICS Licensee shall pay the cost of the audit as well as any additional sum that would have been payable to PEVION Licensor had the MYMETICS Licensee reported correctly, plus an interest charge at a rate of ten percent (10%) per yearLIBOR [***]. Such interest shall be calculated from the date the correct payment was due to PEVION Licensor up to the date when such payment is actually made by MYMETICSLicensee. For an underpayment not in excess of five percent (5%) for any twelve (12) month period, MYMETICS Licensee shall pay the difference within thirty (30) days without inspection cost charge but with interest charge of LIBOR [***]. With respect to any overpayment, Licensor shall credit the amount of such overpayment against any future amounts owed by Licensee pursuant to this Agreement, or inspection costif no further payments are due by Licensee hereunder, Licensor shall promptly refund the full amount of the overpayment to Licensee. 5.6 PEVION will invoice MYMETICS, based on a detailed statement, every 3 (three) months for its expenses, including PEVION CSO's expenses. 5.7 4.4 All cash fees and royalties due to PEVION Licensor shall be paid in Swiss Francs, plus Swiss VAT when applicableUSD. When Licensed Products are sold in currencies other than Swiss Francs, MYMETICS All payments due to Licensor shall first determine be made by electronic transfer (wire-transfer) to the earned royalty in the currency of the country in which Licensed Products were sold and then convert the amount into equivalent Swiss funds, using the exchange rate quoted in the Neue Zxxxxxx Zeitung on the last business day of the applicable reporting periodaccount that Licensor shall timely communicate to Licensee. 5.8 Royalties shall accrue when Licensed Products are paid by a third party or Affiliate. MYMETICS shall make all reasonable efforts to secure prompt payments from said third parties and Affiliates. MYMETICS shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within MYMETICS' most recently completed calendar quarter. 5.9 4.5 Royalties earned on sales occurring under sublicense granted pursuant to this Agreement shall not be reduced by MYMETICS Licensee for any taxes, fees, or other charges imposed by the government of such country on the payment of fee and royalty income, except that all payments made by MYMETICS Licensee in *** 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. fulfilment of PEVION's Licensor’s tax liability in any particular country may be credited against earned royalties or fees due to PEVION Licensor for that country. MYMETICS For the avoidance of doubt, if there is a royalty paid to Licensor subject to a withholding tax imposed on Licensor, Licensee is entitled to reduce royalties by such amount required to be remitted to a government on behalf of Licensor. Licensee shall pay all its bank charges resulting from the transfer execution of such royalty payments. 5.10 4.6 In the event that any patent or patent claim related royalty, reimbursement and/or fee payments are not received by Licensor when due, Licensee shall pay to the intellectual property transferred or licensed hereunder is held invalid in Licensor interest charges at a final decision by a patent office rate of LIBOR [***]. Such interest shall be calculated from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligations to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. MYMETICS shall not, however, be relieved from paying any royalties that accrued before the date of such final decisionpayment was due until actually received by Licensor.

Reports Records and Payments. 5.1 Beginning on January 1Before the thirtieth (30th) day following each quarterly period ending September 30,1999, 2008 December 31, 1999, March 31, 2000 and ending on June 30, 2000 and so on, respectively, from the date of first commercial sale of the Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicensee's) activities to develop and test the Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Products. MYMETICS shall pay PEVION the fees according Section 4.3 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the Product anywhere in the world, MYMETICS shall submit to PEVION quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) most recently completed calendar quarter and shall show: - The number of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - The , all production minimums and sales, and related royalties payable hereunder shall be reported to LICENSORS. LICENSEE shall furnish to LICENSORS a statement, certified by an officer of LICENSEE, showing all licensed "units" manufactured and sublicense fees payable in Swiss Francs, including the method used to calculate sold by LICENSEE during such quarter. This report shall include details of all production and sales and a computation of the royalties and the exchange rates used payable pursuant to Subsection 5.6 paragraph 3 hereof In that itemization, sales of all companies operating as sublicensees of LICENSEE shall also be reported. This statement shall be submitted to LICENSORS even if no sales have taken place during the applicable quarterly period. Concurrent with the conveyance of such royalty report, LICENSEE shall pay to LICENSORS all royalties as are due and payable. All sums of money payable by LICENSEE to LICENSORS under this Agreement shall be paid in United States currency and to the LICENSORS directly, or to an account designed by LICENSORS. Payment shall be made in accordance with the definition of net selling price of "units" of the inventions licensed hereunder, as set out in the definitions portion of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have been received by MYMETICS during any reporting periodWhere foreign currency is received, MYMETICS shall so report. 5.5 MYMETICS shall keep and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the Products used, and sold, and sublicense fees received under this Agreement. Such records such shall be retained by MYMETICS converted into United States currency using the foreign exchange rate as set for at least ten (10) years following a given reporting period. All records shall be available during normal business hours bank transfers in the United States for inspection at the expense of PEVION by a public accountant selected by PEVION and reasonably acceptable to MYMETICS for the sole purpose of verifying reports and payments and in compliance with the other terms of this Agreement. Such accountant shall not disclose to PEVION any information other than information payment abroad, less all expenses relating to the accuracy of reports and payments made under this Agreement or other compliance issuesconversion and/or collection thereof. In the event that any such inspection shows an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then MYMETICS shall pay the cost of the audit as well as any additional sum that would have been payable to PEVION had the MYMETICS reported correctly, plus an interest charge at a The exchange rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to PEVION up to the date when such payment that which is actually made by MYMETICS. For underpayment not in excess of five percent (5%) effect for any twelve (12) month period, MYMETICS shall pay the difference within thirty (30) days without interest charge or inspection cost. 5.6 PEVION will invoice MYMETICS, based on a detailed statement, every 3 (three) months for its expenses, including PEVION CSO's expenses. 5.7 All fees and royalties due to PEVION shall be paid in Swiss Francs, plus Swiss VAT when applicable. When Licensed Products are sold in currencies other than Swiss Francs, MYMETICS shall first determine the earned royalty in the currency of the country in which Licensed Products were sold and then convert the amount into equivalent Swiss funds, using the exchange rate quoted in the Neue Zxxxxxx Zeitung on the last business day of a calendar quarter in which the applicable reporting period. 5.8 Royalties sales were made. LICENSEE shall accrue when Licensed Products are keep complete, true and accurate books of account containing all particulars of their business activities as necessary for demonstrating the accuracy of the report rendered to LICENSORS setting out the amount to be paid to LICENSORS by a third party or Affiliateway of royalties, as set forth above. MYMETICS shall make all reasonable efforts to secure prompt payments from said third parties Such books of account and Affiliates. MYMETICS shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment supporting data shall be open at any reasonable time for earned royalties accrued within MYMETICS' most recently completed a period of five (5) years following the end of a calendar quarter. 5.9 Royalties earned on sales occurring under sublicense granted pursuant year to this Agreement shall not be reduced by MYMETICS which they pertain for any taxes, feesthe inspection of LICENSORS, or other charges imposed by their representatives, for the government purpose of such country on the payment of verifying LICENSEE's royalty income, except that all payments made by MYMETICS in fulfilment of PEVION's tax liability in any particular country may be credited against earned royalties or fees due to PEVION for that country. MYMETICS shall pay all bank charges resulting from the transfer of such royalty payments. 5.10 In the event that any patent or patent claim related to the intellectual property transferred or licensed hereunder is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be takenstatements, or by a court LICENSEE's compliance with respect to other aspects of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligations to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. MYMETICS shall not, however, be relieved from paying any royalties that accrued before the date of such final decisionthis Agreement.

Reports Records and Payments. 5.1 Beginning on January 1, 2008 and ending on the date of first commercial sale of the a Licensed Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicenseeSublicensee's) activities to develop and test the all Licensed Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the a Licensed Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Licensed Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Licensed Products. MYMETICS shall pay PEVION the fees according Section 4.3 Paragraph 4.2 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the a Licensed Product anywhere in the world, MYMETICS shall submit to PEVION quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) most recently completed calendar quarter and shall show: - * The number of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - * The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - * The royalties and sublicense fees payable in Swiss Francs, including the method used to calculate the royalties and the exchange rates used pursuant to Subsection 5.6 of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have has been received by MYMETICS during any reporting period, MYMETICS shall so report. 5.5 MYMETICS shall keep keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the all Licensed Products used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by MYMETICS for at least ten (10) years following a given reporting period. All records shall be available during normal business hours for inspection at the expense of PEVION by a public accountant selected by PEVION and reasonably acceptable to MYMETICS for the sole purpose of verifying reports and payments and in compliance with the other terms of this Agreement. Such accountant shall not disclose to PEVION any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an underreporting under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then MYMETICS shall pay the cost of the audit as well as any additional sum that would have been payable to PEVION had the MYMETICS reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to PEVION up to the date when such payment is actually made by MYMETICS. For underpayment not in excess of five percent (5%) for any twelve (12) month period, MYMETICS shall pay the difference within thirty (30) days without interest charge or inspection cost. 5.6 PEVION will invoice MYMETICS, based on a detailed statement, every 3 (three) months for its expenses, including PEVION CSO's expenses. 5.7 All fees and royalties due to PEVION shall be paid in Swiss Francs, plus Swiss VAT when applicable. When Licensed Products are sold in currencies other than Swiss Francs, MYMETICS shall first determine the earned royalty in the currency of the country in which Licensed Products were sold and then convert the amount into equivalent Swiss funds, using the exchange rate quoted in the Neue Zxxxxxx Xxxxxxx Zeitung on the last business day of the applicable reporting period. 5.8 5.7 Royalties shall accrue when Licensed Products are paid by a third party or Affiliate. MYMETICS shall make all reasonable efforts to secure prompt payments from said third parties and Affiliates. MYMETICS shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within MYMETICS' 's most recently completed calendar quarter. 5.9 5.8 Royalties earned on sales occurring under sublicense granted pursuant to this Agreement shall not be reduced by MYMETICS for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by MYMETICS in fulfilment of PEVION's ' tax liability in any particular country may be credited against earned royalties or fees due to PEVION for that country. MYMETICS shall pay all bank charges resulting from the transfer of such royalty payments. 5.10 5.9 In the event that any patent or patent claim related to the intellectual property transferred or licensed hereunder within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligations obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. MYMETICS shall not, however, be relieved from paying any royalties that accrued before the date of such final decision. In the event royalty, reimbursement and/or fee payments are not received by PEVION when due, MYMETICS shall pay to PEVION interest charges at a rate of ten percent (10%) per year pursuant to Subsection 5.5 of this Agreement. Such interest shall be calculated from the date payment was due until actually received by PEVION.

Reports Records and Payments. 5.1 Beginning on January 1Before the thirtieth (30) day following each quarterly period ending September 30, 2008 1997, December 31, 1997, and ending on March 31, 1998, June 30, 1998, and so on, respectively, from the date of first commercial sale of the Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicensee's) activities to develop and test the Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Products. MYMETICS shall pay PEVION the fees according Section 4.3 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the Product anywhere in the world, MYMETICS shall submit to PEVION quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) most recently completed calendar quarter and shall show: - The number of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - The , all production minimums and sales, and related royalties payable hereunder shall be reported to LICENSOR. LICENSEE shall furnish to LICENSOR a statement, certified by an officer of LICENSEE, showing all licensed "units" and/or "fuel pellets" manufactured and sublicense fees payable in Swiss Francs, including the method used to calculate sold by LICENSEE during such quarter. This report shall include details of all production and sales and a computation of the royalties and the exchange rates used payable pursuant to Subsection 5.6 paragraph 3 hereof. In that itemization, sales of all companies operating as sublicensees of LICENSEE shall also be reported. This statement shall be submitted to LICENSOR even if no sales have taken place during the applicable quarterly period. Concurrent with the conveyance of such royalty report, LICENSEE shall pay to LICENSOR all royalties as are due and payable. All sums of money payable by LICENSEE to LICENSOR under this Agreement shall be paid in United States currency and to the LICENSOR directly, or to an account designed by LICENSOR. Payment shall be made in accordance with the definition of net selling price of "units" and/or "fuel pellets" of the inventions licensed hereunder, as set out in the definitions portion of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have been received by MYMETICS during any reporting periodWhere foreign currency is received, MYMETICS shall so report. 5.5 MYMETICS shall keep and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the Products used, and sold, and sublicense fees received under this Agreement. Such records such shall be retained by MYMETICS converted into United States currency using the foreign exchange rate as set for at least ten (10) years following a given reporting period. All records shall be available during normal business hours bank transfers in the United States for inspection at the expense of PEVION by a public accountant selected by PEVION and reasonably acceptable to MYMETICS for the sole purpose of verifying reports and payments and in compliance with the other terms of this Agreement. Such accountant shall not disclose to PEVION any information other than information payment abroad, less all expenses relating to the accuracy of reports and payments made under this Agreement or other compliance issuesconversion and/or collection thereof. In the event that any such inspection shows an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then MYMETICS shall pay the cost of the audit as well as any additional sum that would have been payable to PEVION had the MYMETICS reported correctly, plus an interest charge at a The exchange rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to PEVION up to the date when such payment that which is actually made by MYMETICS. For underpayment not in excess of five percent (5%) effect for any twelve (12) month period, MYMETICS shall pay the difference within thirty (30) days without interest charge or inspection cost. 5.6 PEVION will invoice MYMETICS, based on a detailed statement, every 3 (three) months for its expenses, including PEVION CSO's expenses. 5.7 All fees and royalties due to PEVION shall be paid in Swiss Francs, plus Swiss VAT when applicable. When Licensed Products are sold in currencies other than Swiss Francs, MYMETICS shall first determine the earned royalty in the currency of the country in which Licensed Products were sold and then convert the amount into equivalent Swiss funds, using the exchange rate quoted in the Neue Zxxxxxx Zeitung on the last business day of a calendar quarter in which the applicable reporting period. 5.8 Royalties sales were made. LICENSEE shall accrue when Licensed Products are keep complete, true and accurate books of account containing all particulars of their business activities as necessary for demonstrating the accuracy of the report rendered to LICENSOR setting out the amount to be paid to LICENSOR by a third party or Affiliateway of royalties, as set forth above. MYMETICS shall make all reasonable efforts to secure prompt payments from said third parties Such books of account and Affiliates. MYMETICS shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment supporting data shall be open at any reasonable time for earned royalties accrued within MYMETICS' most recently completed a period of five (5) years following the end of a calendar quarter. 5.9 Royalties earned on sales occurring under sublicense granted pursuant year to this Agreement shall not be reduced by MYMETICS which they pertain for any taxes, feesthe inspection of LICENSOR, or other charges imposed by his representatives, for the government purpose of such country on the payment of verifying LICENSEE's royalty income, except that all payments made by MYMETICS in fulfilment of PEVION's tax liability in any particular country may be credited against earned royalties or fees due to PEVION for that country. MYMETICS shall pay all bank charges resulting from the transfer of such royalty payments. 5.10 In the event that any patent or patent claim related to the intellectual property transferred or licensed hereunder is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be takenstatements, or by a court LICENSEE's compliance with respect to other aspects of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligations to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. MYMETICS shall not, however, be relieved from paying any royalties that accrued before the date of such final decisionthis Agreement.