Common use of Reports Clause in Contracts

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that ACORDA would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, whether or not satisfying ACORDArequired by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s diligence obligations set forth in Section 5.1 rules and regulations (or does unless the SEC will not have sufficient information to accept such a filing) and make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such securities analysts and prospective investors upon request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At For so long as any time during such 60-day periodNotes remain outstanding, either Party may request the use of a mediator Company and the Guarantors shall furnish to assist in the resolution of such dispute. In such eventHolders and prospective investors, both Parties shall try in good faith upon their request, the information required to resolve such dispute by mediation administered by be delivered pursuant to Rule 144A(d)(4) under the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationSecurities Act. (c) If, at Should the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect Company deliver to the period in question. (d) The foregoing Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall comply with TIA Section 314 to the extent applicable. Any information, documents or reports that are required by TIA Section 314 to be filed with the Trustee to the extent the same are filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, shall be filed with the Trustee within 15 days of filing the same with the SEC. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent any such information is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 furnished within the time periods specified above and such information is subsequently furnished (or does not have sufficient including upon becoming publicly available, by filing such information to make such determinationwith the SEC), it may request ACORDA the Company shall be deemed to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with have satisfied its obligations thereunderwith respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. Within 60 days from receipt If, at any time the Company is not subject to the periodic reporting requirements of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Act for any reason, the Parties shall meet Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to discuss accept any such filings. If, notwithstanding the situationforegoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time the Company and the Guarantors are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (a) With respect to each calendar year, each Operator shall prepare and deliver to each Member holding Membership Interests of a Series to which the term Facility or Facilities operated by such Operator relate, on a per-Series basis: (i) Within 75 Days after the end of this Agreement such calendar year, a statement of operations and a statement of cash flows for such year, a balance sheet as of the end of such year, and an audited report thereon of the Certified Public Accountants; provided that, upon the written request of one or more Members holding Membership Interests of the applicable Series at least [***] Days prior to the applicable calendar year end, which request shall be a standing request effective for subsequent calendar years unless and until revoked by the First Commercial Sale of the first Licensed Productrequesting Member, ACORDA such Operator shall prepare and deliver to MAYO semi-annual reports, due the requesting Member(s) within 45 days 25 Days after the end of each June such calendar year the foregoing information except for the audited report, which such Operator shall use reasonable efforts to prepare and Decemberdeliver to the requesting Member(s) no later than 14 Days prior to any regulatory, summarizing the efforts contractual or filing deadlines of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Productssuch Member for which such Operator has been notified by such Member. (aii) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO Within 75 Days after the end of such efforts calendar year, such federal, state and local income tax returns and such other accounting and tax information and schedules as ACORDA, its Affiliates or Sublicensees are undertaking shall be necessary for tax reporting purposes by each such Member with respect to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationyear. (b) At Upon the written request of one or more Founding Members at least [***] Days prior to the applicable calendar year end, each Operator shall use reasonable efforts to prepare and deliver to the requesting Founding Member(s) the following information with respect to Series A Membership Interests and/or any time during such 60-day period, either Party may request the use Membership Interests of a mediator Series to assist which the Facility or Facilities operated by such Operator relate within [***] Days after the end of such calendar year, on a per-Series basis: (i) A discussion and analysis of the results of operations including detailed explanations of significant variances in revenues, expenses and cash flow activities appearing in the resolution audited financial statements, as compared to the same periods in the prior calendar year, and relevant operational statistics, including volumetric data; (ii) A schedule of such disputeamounts due by year for contractual obligations that will impact Available Cash including notes payable, capital leases, operating leases, and purchase obligations; and (iii) A three-year forward-looking forecast that includes a balance sheet, profit and loss statement, and a statement of cash flows. In such eventSuch forecast shall include information pertaining to the underlying assumptions used in its preparation including volumetric, both Parties revenue per-unit and capital expenditure assumptions. Such forecast also shall try in good faith to resolve such dispute by mediation administered be updated within 45 Days after execution by the American Arbitration Association under its Commercial Mediation Rules by Company of a single mediator, who shall have experience material Gas Transportation Service Agreement related to such Series if the timing and be knowledgeable amount of revenues or expenses resulting from such agreement are materially different than estimates included in the pharmaceutical industryforward-looking forecast. The reasonable incremental cost to the applicable Operator(s) of preparing the above reports shall be reimbursed to such Operator(s) by the Founding Member requesting such reports and, appointed in the case of two or more Founding Members requesting such reports, equally by such Founding Members. Such cost shall be determined in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless Accounting Procedure set forth in the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationapplicable COM Agreement(s). (c) If, at Within 25 Days after the end of each calendar month, each Operator shall cause to be prepared and delivered to each Member holding Membership Interests of a Series to which the later Facility or Facilities operated by such Operator relate with an appropriate certification of the 60 day period referred Person authorized to in prepare the same (provided that the Series A Management Committee may change the financial statements required by this Section 5.3(a9.02(c) to a quarterly basis or may make such other change therein as it may deem appropriate), on a per-Series basis: (i) A statement of operations for such month (including sufficient information to permit the unsuccessful conclusion Members to calculate their tax accruals) and for the portion of the mediationcalendar year then ended as compared with the same periods for the prior calendar year and with the budgeted results for the current periods; (ii) A balance sheet as of the end of such month and the portion of the calendar year then ended; and (iii) For quarter month end, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy a statement of cash flows for the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before portion of the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect calendar year then ended as compared to the same period in questionfor the prior calendar year. (d) The foregoing is intended In addition to provide MAYO the means to reasonably exercise its rights hereunderobligations under subsections (a), (b), and (c) of this Section 9.02, but subject to Section 3.06, each Operator shall timely prepare and deliver to any Member holding Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate, upon request and on a per-Series basis, all of such additional financial statements, notes thereto and additional financial information as may be required in order for such Member or an Affiliate of such Member to comply with any reporting requirements under (i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and (iii) any national securities exchange or automated quotation system. The reasonable incremental cost to such Operator(s) of preparing and delivering such additional financial statements, notes thereto and additional financial information, including any required incremental audit fees and expenses, shall be reimbursed to such Operator(s) by the Member requesting such reports and, in the case of two or more Members requesting such additional information, equally by such Members. Such cost shall be determined in accordance with the Accounting Procedure set forth in the applicable COM Agreement(s). (e) Each Operator with respect to the Facilities of a Series shall also cause to be prepared and delivered to each Founding Member of such Series such other reports, forecasts, studies, budgets and other information as such Founding Member may reasonably request from time to time. (f) For purposes of clarification and not limitation, any audit or examination by a Member pursuant to Section 3.6 of the Existing COM Agreement (or any substantially similar provision of any other COM Agreement) may, at the option of such Member, include audit or examination of the books, records and other support for the costs incurred pursuant to subsections (b) and (e) of this Section 9.02. (g) For the avoidance of doubt, a Member is entitled to receive, pursuant to this Section 9.02, only those reports, statements or other financial information relating to Series held by such Member, and such Member shall not be used receive any reports, statements or other financial information relating to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforany other Series.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 Within ten (10) business days after the end of each June and Decembercalendar quarter, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. Licensee shall (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations provide each of Gilead and MPP with a detailed report of amounts of API and Product produced, API and Product on stock, total invoiced sales, Net Sales, the deductions used to determine Net Sales, number of units of Product sold, each of which shall be reported on the smallest unit, pack size and value of sales in US dollars on a Product-by-Product, country-by-country, month-by-month and purchaser-by-purchaser basis, adjustments for Combination Products (pursuant to Section 4.2) including calculations showing the Net Sales of the EVG component of any EVG Combination Product or Quad Product, total royalties owed for the calendar quarter on a‌ country-by-country basis, the Third Party Resellers, if any, to which Licensee has provided Product and in what quantities, and Net Sales by each Third Party Reseller, and, in the case of the sale of any API to third-party manufacturers of Product, the identity of such third parties and quantities of API sold to each such third party (the “Quarterly Report”); (b) provide each of Gilead and MPP with a written certification of the accuracy of the contents of the Quarterly Report, signed by an appropriate Licensee senior officer; and (c) pay royalties due to Gilead for the calendar quarter on a Product-by-Product and country-by-country basis. Additionally, together with each Quarterly Report, Licensee shall provide Gilead and MPP with a Regulatory Report as set forth in Section 5.1 (or does not have sufficient information 6.3. Licensee shall provide Quarterly Reports and Regulatory Reports to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop Gilead and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, MPP at the end addresses listed below. Licensee shall pay royalties to Gilead by wire transfer to the bank account indicated by Gilead from time to time. To the extent such Quarterly Reports relate to EVG, EVG Product, EVG Combination Product, or Quad Product, Gilead will have the right to share such Quarterly Reports with Japan Tobacco. Failure to provide timely reports as required under this Section and under Section 6.3 shall constitute a breach of this Agreement and shall provide MPP with the later of the 60 day period referred right to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced terminate this Agreement pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question10.2. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDArequired by the SEC’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)rules and regulations, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties Company shall meet furnish or cause to discuss be furnished to Holders, within the situationtime periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At any time during such 60-day periodSo long as the Parent Guarantor continues to own, either Party may request the use of a mediator to assist in the resolution of such dispute. In such eventdirectly or indirectly, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees all of the mediatorEquity Interests of the Company, shall the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be shared equally by deemed to satisfy the Parties, and each Party shall bear its own expenses in such mediationobligations of the Company under this Section 4.03. (c) IfIn addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the end of reports required by the later of preceding paragraphs with the 60 day period referred Commission, they shall furnish to in Section 5.3(a) or the unsuccessful conclusion of Holders and to securities analysts and prospective investors, upon their request, the mediation, if any, commenced information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (i) AbbVie has timely filed with or furnished to the term SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and until each AbbVie SEC Document filed or furnished subsequent to the First Commercial Sale date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the first Licensed Productcircumstances under which they were made, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Productsnot misleading. (aiii) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth AbbVie is, and since January 1, 2017 has been, in Section 5.1 compliance in all material respects with (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO A) the applicable provisions of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationNYSE. (biv) At any time AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during such 60-day periodthe periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, either Party may request the use of a mediator to assist individually or in the resolution aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of such dispute. In such event, both Parties shall try in good faith internal controls designed to resolve such dispute by mediation administered by provide reasonable assurance regarding the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience reliability of AbbVie’s financial reporting and be knowledgeable in the pharmaceutical industry, appointed preparation of AbbVie’s financial statements for external purposes in accordance with such rulesGAAP. The Parties agree to submit to one day of mediation to take place within 30 days after the selection AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such mediatorinternal controls prior to the date of this Agreement, unless to AbbVie’s auditors and the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees audit committee of the mediatorAbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, shall be shared equally by the Partiesprocess, summarize and each Party shall bear its own expenses report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in such mediationinternal controls. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (a) The Parent Guarantor will provide to the term Trustee and each Holder or will provide to the Trustee for forwarding at the cost of this Agreement the Parent Guarantor, to each Holder upon request, without cost to such Holder: (i) as soon as available after the end of each Fiscal Year (and, in any event, within 120 days after the close of such Fiscal Year), annual reports in English, containing: (A) financial statements (containing a consolidated statement of financial position as of the end of such Fiscal Year and until immediately preceding Fiscal Year and consolidated statements of comprehensive income, changes in equity and cash flows for such Fiscal Year and the First Commercial Sale immediately preceding Fiscal Year) with an audit report thereon by an internationally recognized independent firm of chartered accountants; (B) a statement of the determination of the amounts of Excess Cash and Cash as of the end of the Fiscal Year (including reasonable details as to the calculation thereof); and (C) the Pro Forma Information; (ii) as soon as available (and, in any event, within 60 days after the close of the first Licensed Productsix months in each Fiscal Year) interim semiannual reports in English, ACORDA containing (A) a condensed consolidated statement of financial position as of the end of each interim period covered thereby and as of the end of the immediately preceding Fiscal Year and condensed consolidated statements of comprehensive income and cash flows for each interim period covered thereby and for the comparable period of the immediately preceding Fiscal Year with a review report thereon; and (B) the Pro Forma Information; and (iii) whether or not the Parent Guarantor has equity listed on the ASX, any other documents filed, furnished or otherwise provided or that would be required to be provided to the ASX pursuant to the continuous reporting requirements under Australian securities laws and regulations and ASX rules if the Parent Guarantor had equity listed on the ASX, within the time periods specified therein. The Parent Guarantor need not provide those annual or interim reports to the Trustee and each Holder of the Notes if and to the extent that the Parent Guarantor files or furnishes those reports with the ASX and those reports are publicly available on the ASX website within the time periods referred to in clauses (i), (ii) and (iii) above. (b) All financial statements shall be prepared in accordance with Australian Accounting Standards and International Financial Reporting Standards, each as then in effect. Except as provided for above, no report need include separate financial statements for the Subsidiaries of the Parent Guarantor. (c) If the Parent Guarantor no longer has equity listed on the ASX, contemporaneously with the furnishing of each such report discussed under Section 4.16(a), the Parent Guarantor will also (a) file a press release with the appropriate internationally recognized wire services in connection with such report and (b) post such report on the Parent Guarantor’s website. The Parent Guarantor shall also post this Indenture, any supplemental indentures and the Amended Security Trust Deed on its website. The website which contains such annual, semi-annual and quarterly reports described under clauses (i), (ii) and (iii) of Section 4.16(a) of this covenant and the documents referred to in the immediately preceding sentence shall be made available to the public and shall not be password protected. (d) If the Parent Guarantor no longer has equity listed on the ASX, so long as any Notes are outstanding, the Parent Guarantor will also: (i) as soon as practicable, but in any event, no later than 20 Business Days, after furnishing to the Trustee the annual and semi-annual reports required by clauses (i) and (ii) of Section 4.16(a), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and (ii) issue a press release to an internationally recognized wire service no fewer than five Business Days prior to the date of the conference call required by the foregoing clause (i) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Parent Guarantor to obtain this information. (e) The Issuer shall deliver to MAYO semi-annual reportsthe Trustee, due within 45 120 days after the end of each June Fiscal Year, an Officer’s Certificate that complies with Section 314(a)(4) of the Trust Indenture Act stating that in the course of the performance by the signer of its duties as an officer of the Issuer he would normally have knowledge of any Default and December, summarizing whether or not the efforts signer knows of ACORDAany Default that occurred during such period and if any specifying such Default, its Affiliates status and its Sublicensees what action the Issuer is taking or proposed to develop and commercialize Licensed Productstake with respect thereto. For purposes of this Section 4.16(e), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (af) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (The Parent Guarantor shall deliver written notice to a Responsible Officer of the Trustee within 30 days after an Officer becoming aware of the occurrence of a Default or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO an Event of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationDefault. (bg) At In the event that the Parent Guarantor is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Parent Guarantor will also, for so long as any time during such 60-day periodNotes remain “restricted securities” under Rule 144(a)(3) under the Securities Act, either Party may furnish or cause to be furnished to the Holders, beneficial owners of the Notes, securities analysts and prospective investors upon request the use information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) The Issuer and the Parent Guarantor shall (i) deliver to a Responsible Officer of a mediator the Trustee, within 15 days after the Issuer or the Parent Guarantor, as the case may be, is required to assist in file the resolution same with the SEC, copies of the annual reports and of the information, documents and other reports, if any (or copies of such dispute. In such eventportions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer or the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, both Parties if the Issuer or the Parent Guarantor is not required to file information, documents or reports pursuant to either of said sections, then it shall try in good faith deliver to resolve such dispute by mediation administered by a Responsible Officer of the American Arbitration Association under its Commercial Mediation Rules by a single mediatorTrustee and file with the SEC, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with rules and regulations prescribed from time to time by the SEC, such rules. The Parties agree of the supplementary and periodic information, documents and reports which may be required pursuant to submit Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to one day time in such rules and regulations; (ii) deliver to a Responsible Officer of mediation the Trustee and file with the SEC, such information, documents and other reports, and such summaries thereof, as may be required pursuant to take place the Trust Indenture Act at the times and in the manner provided in such Trust Indenture Act; and (iii) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the selection of delivery thereof to the Trustee, such mediator, unless the Parties otherwise agree. The costs summaries of any such mediationinformation, including administrative fees documents and fees of the mediator, shall reports required to be shared equally filed by the PartiesIssuer or the Parent Guarantor, as the case may be, pursuant to subparts (i) and each Party shall bear its own expenses in such mediation(ii) of this Section 4.16(h) as may be required by rules and regulations prescribed from time to time by the SEC. (ci) IfDelivery of any reports, at information and documents to the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced Trustee pursuant to Section 5.3(b4.16(a), MAYO still believes that ACORDA Section 4.16(c), Section 4.16(d) and Section 4.16(h) is not exercising sufficient efforts to satisfy for informational purposes and the diligence obligations purposes set forth in Section 5.14.16(a), MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in 4.16(c), Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d4.16(d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunderand Section 4.16(e), and the Trustee’s receipt of such shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforcovenants of the Company and the Note Guarantors hereunder.

Reports. During If requested by the term of this Agreement and until Company, the First Commercial Sale Subscription Agent shall notify Mr. Denis A. O'Connor at the Company (631-244-8244) or his designee, xx xxxxxxxxx xx or before 4:00 p.m., New York City time, on each business day during the period commencing with mailing of the first Licensed ProductRights Certificates and ending at the Expiration Date (and in the case of guaranteed delivery, ACORDA shall deliver to MAYO semi-annual reports, due within 45 ending three (3) business days after the end Expiration Date), which notice shall thereafter be confirmed in writing, of each June (i) the number of shares of Series B Preferred Stock validly subscribed for, (ii) the number of shares of Series B Preferred Stock subject to guaranteed delivery, (iii) the number of shares of Series B Preferred Stock for which defective subscriptions have been received and Decemberthe nature of such defects, summarizing (iv) the efforts number of ACORDAshares of Series B Preferred Stock validly subscribed for pursuant to the Over-Subscription Rights, its Affiliates and its Sublicensees (v) the amounts of collected and uncollected funds in the subscription escrow account established under this Agreement. At or before 5:00 p.m., New York City time, on the fifth business day following the Expiration Date, or upon the request from the Company from time to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations time thereafter, the Subscription Agent shall certify in writing to the Company the cumulative totals through the Expiration Date of all the information set forth in Section 5.1 clauses (i) through (v) above. At or does not have sufficient information before 5:00 p.m., New York City time, on the fifth business day following receipt from the Company of written instructions to make such determination), it may request ACORDA mail the shares of Series B Preferred Stock subscribed for pursuant to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Rights, the Parties shall meet Subscription Agent will execute and deliver to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of Company a mediator to assist certificate in the resolution form of Exhibit B hereto. The Subscription Agent shall also maintain and update a listing of holders who have fully or partially exercised their Rights and holders who have not exercised their Rights. The Subscription Agent shall provide the Company or their designees with such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered information compiled by the American Arbitration Association under its Commercial Mediation Rules Subscription Agent pursuant to this Section 12 as any of them shall request from time to time by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rulestelephone or telecopy. The Parties agree to submit to one day of mediation to take place within 30 days after Subscription Agent hereby represents, warrants and agrees that the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and information contained in each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period notification referred to in this Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator 12 shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth accurate in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionall material respects. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Company will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Company will furnish to MAYO semi-annual reportsthe Holders of Notes or cause the Trustee to furnish to the Holders of Notes, due within 45 days after the end of each June time periods specified in the SEC’s rules and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.regulation) (a) If MAYO reasonably believes all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information would be required to make be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products reports; and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such 60-day period, either Party may request the use of a mediator to assist reports. All such reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees all of the mediator, shall be shared equally rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Parties, and each Party shall bear its own expenses in such mediation. (c) Company’s certified independent accountants. If, at any time, the end Company is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in Section 5.3(a) or the unsuccessful conclusion preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the mediationfinancial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if anyat any time they are not required to file the reports required by the preceding paragraphs with the SEC, commenced they will furnish to the holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Within [***] days after the term conclusion of this Agreement and until the First Commercial Sale of each Calendar Quarter commencing with the first Licensed ProductCalendar Quarter in which Net Sales are generated or Sublicense Income is received, ACORDA Company shall deliver to MAYO semiBroad a report containing, as applicable, the following information, on a Licensed Product-annual reportsby-Licensed Product and country-by-country basis (and, due within 45 days after in the end case of each June and Decemberthe requirement under Section 5.1.1(c), summarizing to the efforts extent such itemized listing of ACORDA, its Affiliates and its allowable deductions is available from Sublicensees to develop and commercialize Licensed Products.under the terms of the relevant Sublicenses): (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO quantity of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, sold or otherwise transferred by Invoicing Entities for the Parties shall meet to discuss the situation.applicable Calendar Quarter; (b) At any time the gross amount billed or invoiced for Licensed Products sold or otherwise transferred by Invoicing Entities during such 60-day periodthe applicable Calendar Quarter; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationAS AMENDED. (c) Ifa calculation of Net Sales for the applicable Calendar Quarter, at including an itemized listing of allowable deductions; (d) a reasonably detailed accounting of all Sublicense Income received during the end of applicable Calendar Quarter; and (e) the later of total amount payable to Broad in U.S. Dollars on Net Sales and Sublicense Income for the 60 day period referred to in Section 5.3(a) or applicable Calendar Quarter, together with the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient exchange rates used for conversion. Company shall use reasonable efforts to satisfy include in each Sublicense a provision requiring the diligence obligations set forth in Sublicensee to provide the information required under this Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter5.1.1. The sole question before the arbitrator Each such report shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth certified on behalf of Company as true, correct and complete in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations all material respects with respect to the period in questioninformation required under Sections 5.1.1(a) through 5.1.1(e). If no amounts are due to Broad for a particular Calendar Quarter, the report shall so state. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term (a) The books of this Agreement account and until the First Commercial Sale records of the first Licensed Product, ACORDA Company shall deliver be audited as of the end of each Fiscal Year by the Company’s independent public accountants. All reports provided to MAYO semi-annual reports, due within 45 the Members pursuant to this Section 7.1 shall be prepared in conformity with generally accepted accounting principles. The Company’s independent public accountants shall be a nationally recognized independent certified public accounting firm selected by a Super Majority of the Members. (b) Within 60 days after the end of each June of the first three fiscal quarters, the Managing Member shall prepare and December, summarizing mail to each Person who was a Member during such quarter an unaudited report setting forth as of the efforts end of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.such fiscal quarter: (ai) If MAYO reasonably believes that ACORDA is not satisfying ACORDAa balance sheet of the Company ; (ii) an income and expense statement of the Company(with Operating Budget variance explanations), and statements of cash flow of the Company (with Operating Budget variance explanations), for such fiscal quarter and detailing fees paid to Affiliates of the Managing Member; and (iii) a status report of the Company’s diligence obligations set forth in Section 5.1 assets (which report shall include occupancy percentages, leasing activity, a comparison of actual results to the budget for each Company asset) and activities during such fiscal quarter, including summary descriptions of Company assets acquired and disposed of by the Company, expenditures for renovation and construction, and amounts withheld for expenses or reserves upon Disposition (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO the tax-deferred exchange) of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time a Company asset during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationfiscal quarter. (c) If, at Within 120 days after the end of each Fiscal Year, the later Managing Member shall prepare (or cause to be prepared) and mail to each Member, an audited report setting forth as of the 60 day period referred to in Section 5.3(aend of such Fiscal Year: (i) or the unsuccessful conclusion a balance sheet of the mediation, if any, commenced pursuant to Section 5.3(bCompany, (ii) an income and expense statement of the Company (with Operating Budget variance explanations), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy a cash flow statement of the diligence obligations set forth in Section 5.1Company (with budget variance explanations) for such Fiscal Year, MAYO shall initiate and (iii) a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDAstatement of each Member’s efforts to satisfy its diligence obligations with respect to the period in questionCapital Account. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunderEach Member agrees that it will not, and it will cause its employees, representatives and advisors not to, disclose the information in any reports issued pursuant to this Section 7.1 to any Person other than its professional advisors or lenders without the prior written consent of the Members; provided that each Member may make such disclosures as it reasonably believes may be required by law, regulation or rule of any governmental authority or in conjunction with any litigation proceeding. (e) After the end of each Fiscal Year, the Managing Member shall not be used cause the Company’s independent certified public accountants to place unreasonable reporting burdens on ACORDAprepare and transmit, as promptly as possible, and in any event (i) within 120 days of the close of the Fiscal Year, a federal income tax form K-1 for each Member, and (ii) within 150 days of the close of the Fiscal Year, a copy of the Company’s return filed for federal income tax purposes and a report setting forth in sufficient detail such transactions effected by the Company during such Fiscal Year as shall enable each Member to prepare its federal income tax return, if any. MAYO The Managing Member shall mail such materials to (i) each Member and (ii) each former Member (or its successors, assigns, heirs or personal representatives) who may not commence a request for the foregoing require such information from ACORDA for at least one year after MAYO last commenced a request thereforin preparing its federal income tax return.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the Trustee and Holders of Notes. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not satisfying ACORDAaccept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s diligence obligations set forth filings for any reason, the Company shall post the reports referred to in this Section 5.1 (or does not have sufficient information 4.03(a) on its website within the time periods that would apply if the Company were required to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to file those reports with the SEC. The Company shall at all times comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationTIA § 314(a). (b) At In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time during such 60-day period, either Party may request they are not required to file the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered reports required by the American Arbitration Association under its Commercial Mediation Rules by a single mediatorpreceding paragraphs with the SEC, who they shall have experience furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Company will furnish to MAYO semi-annual reportsthe Holders or cause the Trustee to furnish to the Holders, due within 45 days after the end of each June time periods specified in the SEC's rules and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.regulations: (a1) If MAYO reasonably believes all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information would be required to make be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products reports; and, if either Party requests, the Parties shall meet to discuss the situation. (b2) At any time during all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such 60-day period, either Party may request the use of a mediator to assist reports. All such reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees all of the mediator, shall be shared equally rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company's consolidated financial statements by the PartiesCompany's certified independent accountants. In addition, and each Party shall bear its own expenses in such mediation. (c) If, at the end following consummation of the later Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the 60 day period reports referred to in Section 5.3(aclauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing or the unsuccessful conclusion Company has elected to pay Special Interest in lieu of complying with the registration requirements of the mediationRegistration Rights Agreement) and will post the reports on its website within those time periods. If the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless file the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing or the Company has elected to pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement. However, if anythe Company does not file any such reports with the SEC, commenced the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Issuer will furnish to MAYO semithe Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations for non-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.accelerated filers: (a) If MAYO reasonably believes all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information would be required to make be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products reports; and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such 60-day period, either Party may request reports; provided that the use electronic filing of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered foregoing reports by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who Issuer on the SEC’s XXXXX system (or any successor system) shall have experience be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports will be knowledgeable prepared in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. The Parties agree Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to submit in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agreeSEC will not accept such a filing) and will post the reports on its website within those time periods. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at any time, the end Issuer is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in Section 5.3(athe preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) or above to discuss the unsuccessful conclusion information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the mediationNotes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if anyat any time it is not required to file with the SEC the reports required by the preceding paragraphs, commenced it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. To the extent any information is not exercising sufficient efforts provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy satisfied its diligence obligations with respect thereto at such time and any Default with respect thereto shall be deemed to the period in questionhave been cured. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term The Dart Group SEC Reports complied, as of this Agreement and until the First Commercial Sale their ------- respective dates of filing, in all material respects with all applicable requirements of the first Licensed ProductSecurities Act, ACORDA shall deliver the Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to MAYO semistate a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the Dart Group SEC Reports fairly presented in all material respects the consolidated financial position of the Dart Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the consolidated results of operations and cash flows of the Dart Companies for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notes and schedules) included in the Dart Group SEC Reports (i) complied as to form with the applicable accounting requirements and rules and regulations of the SEC, and (ii) was prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-annual reportsend and audit adjustments in the case of any unaudited interim financial statements. Except for Dart, due within 45 days after Crown, SFW Holding Corp., Shoppers and Trak, none of the end of each June and DecemberDart Companies is required to file any forms, summarizing reports or other documents with the efforts of ACORDASEC, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations Nasdaq, the New York Stock Exchange or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Except as set forth in Section 5.1 (or does not have sufficient information Exhibit 6.5 attached hereto, since ----------- January 31, 1997, each of Dart, Crown, SFW Holding Corp., Shoppers and Trak has timely filed all reports, registration statements and other filings to make such determination), be filed by it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationSEC. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term (a) Within thirty (30) days of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and Decembercalendar quarter, summarizing Aspen shall provide the efforts Reinsurer with a report in respect of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. the Subject Business in substantially the same form as the quarterly reports delivered by Aspen under the Original Agreement (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determinationa “Quarterly Report”), it may request ACORDA and which shall include the following quarterly information with respect to inform MAYO the Subject Business (which information shall include a breakdown by currency, as applicable): (i) gross and net paid Covered Losses, (ii) gross and net outstanding case reserves for Covered Losses and gross and net outstanding IBNR reserves for Covered Losses, (iii) applicable reinsurance, subrogation, salvage or other recoveries, (iv) Aspen’s cumulative net paid Covered Losses since the Effective Time, (v) any amounts withdrawn by Aspen from the Funds Withheld Account, any Trust Account or drawn on any Letters of such efforts as ACORDA, its Affiliates Credit or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt other form of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products andcollateral posted by the Reinsurer, if either Party requestsapplicable, (vi) the Parties shall meet investment analysis report in connection with the total investments and cash and cash equivalents of Aspen Parent and all of its subsidiaries, and (vii) any amounts due from the Reinsurer pursuant to discuss the situationthis Agreement. (b) At any time during such 60-day period, either Party may request Actuaries from the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try meet at least quarterly to discuss the data quality provided by Xxxxx and the Reinsurer, as applicable, any modifications to the data segmentation or reporting systems, any changes in good faith to resolve claims practices and such dispute by mediation administered by other information as they mutually agree during the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day term of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationthis Agreement. (c) If, at Within forty-five (45) calendar days of the end of each Crediting Interest Rate Period, Aspen shall provide to the later Reinsurer a statement of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion Aspen Annual Investment Return as of the mediationend of such Crediting Interest Rate Period certified by the chief financial officer, if anychief investment officer, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy capital management officer or chief executive officer of Xxxxx Xxxxxx as being determined in accordance with the diligence obligations definition of “Aspen Annual Investment Return” set forth in Section 5.1, MAYO herein. Such statement shall initiate include a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before summary of the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy portfolio underlying the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionAspen Annual Investment Return. (d) The foregoing is intended Without limiting the terms of this ARTICLE IV, Aspen shall provide to provide MAYO Reinsurer such periodic accounting and other reports with respect to the means to Subject Business and the liabilities reinsured hereunder as the Reinsurer may reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforrequest.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and Holders (i) all quarterly and annual financial information that ACORDA would be required to be contained in a filing with the SEC on Forms 10-Q (or any successor or comparable form) and 10-K (or any successor or comparable form) if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all current information that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not satisfying ACORDAthen subject to the reporting requirements of the Exchange Act, then the time periods for filings applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations). For so long as the Notes are outstanding, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports (including the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) with the SEC for public availability within the time periods specified in the SEC’s diligence obligations set forth in Section 5.1 rules and regulations (or does unless the SEC will not have sufficient information to accept such a filing) and make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop securities analysts and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationprospective investors. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties The Company shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance at all times comply with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationTIA § 314(a). (c) If, at the end of the later of the 60 day period referred Each report or document required to in Section 5.3(a) be furnished or the unsuccessful conclusion of the mediation, if any, commenced delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator this Indenture shall be whether ACORDA deemed to have been so furnished or delivered on the date on which the Company posts such document on its website at xxx.xxxxxxx.xxx, or when such document is exercising sufficient efforts to satisfy posted on the diligence obligations set forth in Section 5.1. If MAYO fails to initiate SEC’s website at xxx.xxx.xxx; provided that the Company shall either (i) deliver paper copies of all such arbitration within documents or (ii) provide copies of all such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect documents by electronic delivery to the period in questionTrustee or any Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder. (d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee shall have no duty to monitor or confirm and shall be entitled to rely exclusively on Officers’ Certificates). The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and Trustee shall not be used obligated to place unreasonable reporting burdens monitor or confirm, on ACORDA. MAYO may not commence a request for continuing basis or otherwise, the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforCompany’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website under this Indenture.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Notwithstanding that ACORDA is the Parent may not satisfying ACORDA’s diligence obligations set forth be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Parent will provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Section 5.1 (or does not have sufficient information Sections 13 and 15(d) of the Exchange Act and applicable to make a U.S. corporation subject to such determination)Sections, it may request ACORDA such information, documents and reports to inform MAYO be so provided at the times specified for the filing of such efforts as ACORDAinformation, its Affiliates documents and reports under such Sections. The Parent will not be required to provide the Trustee with any such information, documents or Sublicensees reports that are undertaking filed with the SEC and the Trustee shall have no responsibility whatsoever to comply determine if such information, documents or reports have been filed with its obligations thereunderthe SEC. Within 60 days from receipt of such requestThe Trustee shall not be obligated to monitor or confirm on a continuing basis or otherwise, ACORDA shall then report its efforts our compliance with the covenants or with respect to develop and commercialize Licensed Products andany reports or other documents filed with the SEC or XXXXX or any website under this Indenture, if either Party requests, the Parties shall meet to discuss the situationor participate in any conference calls. (b) At any time during such 60-day periodNotwithstanding anything herein to the contrary, either Party may request the use of a mediator to assist in the resolution event that the Parent fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Parent will be deemed to have cured such Default for purposes of Section 6.01(4) upon the provision of all such information, documents and reports required hereunder prior to the expiration of 60 days after written notice to the Parent of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by failure from the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in Trustee or the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day Holders of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees at least 25% of the mediator, shall be shared equally by principal amount of the Parties, and each Party shall bear its own expenses in such mediationNotes. (c) IfFor so long as any Restricted Notes are outstanding the Parent agrees that, at in order to render such Restricted Notes eligible for resale pursuant to Rule 144A under the end Securities Act, it will make available, upon request, to any Holder of Restricted Notes or prospective purchasers of Restricted Notes the later of information specified in Rule 144A(d)(4), unless the 60 day period referred Parent furnishes such information to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced SEC pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy 13 or 15(d) of the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionExchange Act. (d) The foregoing Delivery of such reports, information and documents under this Section 4.03, as well as any such reports, information and documents pursuant to this Indenture, to the Trustee is intended to provide MAYO for informational purposes only and the means to reasonably exercise its rights hereunder, and Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and Guarantors’ compliance with any of their covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDAOfficers’ Certificates). MAYO may not commence a request The Trustee shall have no responsibility or liability for the foregoing filing, timeliness or content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from ACORDA for at least one year after MAYO last commenced a request thereforany report that is expressly the responsibility of the Trustee subject to the terms hereof).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that ACORDA would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, the Indenture will permit the Company to satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of the Registered Exchange Offer (as defined in the Appendix), whether or not satisfying ACORDArequired by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s diligence obligations set forth in Section 5.1 rules and regulations (or does unless the SEC will not have sufficient information to accept such a filing) and make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such securities analysts and prospective investors upon request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties The Company shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance at all times comply with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationTIA § 314(a). (c) IfFor so long as any Notes remain outstanding, at the end of Company and the later of Guarantors shall furnish to the 60 day period referred Holders and prospective investors, upon their request, the information required to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts So long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties shall meet Issuer will file with the SEC for public availability, within 30 days of the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Issuer will furnish to discuss the situationHolders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations): (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include an audit report on the Issuer’s consolidated financial statements by a nationally recognized firm of independent accountants. If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within 30 days of the time periods that would apply if the Issuer were required to file those reports with the SEC. (b) At If the Issuer has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material as determined by the Board of Directors of the Issuer in good faith, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Issuer and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file the reports required by paragraph (a) of this Section 4.03 with the SEC, commenced the Issuer and the Guarantors will furnish to the Holders of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (a) So long as any Notes are outstanding, the term of this Agreement and until Issuer shall: (1) during such time as it is subject to the First Commercial Sale reporting requirements of the first Licensed ProductExchange Act, ACORDA shall deliver file with the Trustee, within 30 days after it files the same with the SEC, copies of the annual reports and the information, documents and other reports that it is required to MAYO semi-file with the SEC pursuant to the Exchange Act; and (2) during such time as it is not subject to the reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it would have been required to file the same with the SEC, financial statements, including any notes thereto (and with respect to annual reports, due within 45 days after an auditors’ report by a firm of established national reputation) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the end SEC had it been subject to the reporting requirements of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationExchange Act. (b) At any Notwithstanding the foregoing, reports, information and documents filed with the SEC via the XXXXX system will be deemed to be delivered to the Trustee as of the time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such eventfiling via XXXXX for purposes of this Section 5.03, both Parties shall try in good faith to resolve such dispute by mediation administered by provided, that the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who Trustee shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with no responsibility to determine if such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationfiling has occurred. (c) If, at Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 5.03 shall be deemed cured (and the end Issuer shall be deemed to be in compliance with this Section 5.03) upon furnishing or filing such report or certification as contemplated by this Section 5.03 (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the later Holders under Article 7 of the 60 day period referred to in Section 5.3(a) or Base Indenture if the unsuccessful conclusion of the mediationprincipal, premium, if any, commenced pursuant and interest have been accelerated in accordance with the terms of the Indenture and such acceleration has not been rescinded or cancelled prior to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questioncure. (d) The foregoing Delivery of any reports, information and documents to the Trustee, including pursuant to Section 5.03, is intended to provide MAYO for informational purposes only and the means to reasonably exercise its rights hereunder, and Trustee’s receipt of such shall not be used constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants pursuant to place unreasonable reporting burdens Article 5 hereof (as to which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 (a) Within [**] days after the end of each June and DecemberCalendar Quarter during which any Development activities are performed hereunder, summarizing each Party shall prepare a report showing the efforts of ACORDAactual Development Costs incurred or accrued for the ADC, its Affiliates and its Sublicensees including but not limited to develop and commercialize Licensed Products. all FTEs utilized (awith appropriate supporting information) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 during such Calendar Quarter (or does not have sufficient information to make such determinationthe “Development Cost Report”), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and The Development Cost Reports will be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationform as the JSC may reasonably agree from time to time. (c) If, at the end Within [**] days of the later receipt of both Parties’ Development Cost Reports, the JSC (or a Party’s Finance Manager or accountancy firm appointed by the JSC) shall provide to each Party one consolidated financial report for the Development Costs. The total costs incurred by both Parties shall be divided equally, with a subsequent balancing payment by one Party to the other to the extent necessary so that each Party bears its appropriate share of such Development Costs. The Party that is due for reimbursement of Development Costs in the preceding Calendar Quarter shall invoice the other Party. Such balancing payments by one Party to reimburse the other Party’s expenditures for Development Costs for the purposes of cost sharing under this Agreement shall be paid within [**] days following receipt of the 60 day period referred invoice. Genmab shall be entitled to in Section 5.3(a) or the unsuccessful conclusion of the mediationdeduct from any payments to ADCT, if any, commenced its Out-of-Pocket Expenses to hedge currency risk pursuant to Section 5.3(b)6.7.2. In the event that Parties disagree with the reported costs and any over/under spend, MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator approval shall be whether ACORDA is exercising sufficient efforts to satisfy required by the diligence obligations set forth in Section 5.1JSC following receipt of the report by the JSC. If MAYO fails to initiate A decision by the JSC shall be required within [**] days following its receipt of the consolidated report. Based on the JSC’s decision the Party due for reimbursement shall invoice the other Party and payment shall be made within [**] days of receipt of the invoice. Where the JSC does not so agree with the reported costs or over/under spend, any such arbitration within such 30 day period, MAYO shall have no further right unapproved spend can be referred to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to resolution procedures provided in Article 16 by the period in questionParty having incurred such spend. (d) The foregoing is intended to Parties should provide MAYO proper support for expenses included on the means to reasonably exercise its rights hereunderinvoice. Reasonable support documents for Out-of-Pocket Expenses include invoice or pro forma invoice from the Third Party vendors or subcontractors. For FTE reimbursement, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforproper support includes an FTE time report breakdown by function.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that ACORDA is would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, following consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not satisfying ACORDA’s diligence obligations required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods set forth in Section 5.1 the SEC's rules and regulations (or does unless the SEC will not have sufficient information to accept such a filing) and make such determination)information available to securities analysts and prospective investors upon request. In addition to the financial information required by the Exchange Act, it may request ACORDA each such quarterly and annual report shall be required to inform MAYO contain "summarized financial information" (as defined in Rule 1-02(aa)(1) of such efforts Regulation S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company and its Restricted Subsidiaries, on a consolidated basis, where Adjusted Operating Cash Flow for the Company is calculated in a manner consistent with the manner described under the definition of "Adjusted Operating Cash Flow" contained herein. The summarized financial information required pursuant to the preceding sentence may, at the election of the Company, be included in the footnotes to audited consolidated financial statements or unaudited quarterly financial statements of the Company and shall be as ACORDA, of the same dates and for the same periods as the consolidated financial statements of the Company and its Affiliates or Sublicensees are undertaking Subsidiaries required pursuant to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationExchange Act. (b) At In addition, the Company has agreed that, for so long as any time during such 60-day periodNotes remain outstanding, either Party may request it will furnish to the use of a mediator holders and to assist in securities analysts and prospective investors, upon their request, the resolution of such dispute. In such event, both Parties shall try in good faith information required to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term The WPZ SEC Reports complied, as of this Agreement and until the First Commercial Sale their respective dates of filing, in all material respects with all applicable requirements of the first Licensed ProductSecurities Act, ACORDA shall deliver the Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to MAYO semi-annual reportsstate a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the WPZ SEC Reports fairly presented in all material respects the consolidated financial position of the WPZ Companies as of the respective dates thereof, due within 45 days after and the end other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the consolidated results of each June operations and December, summarizing cash flows of the efforts WPZ Companies for the respective fiscal periods or as of ACORDA, its Affiliates the respective dates set forth therein. The WPZ Fiscal Financial Statements present fairly in all material respects the consolidated financial position of WPZ and its Sublicensees to develop Subsidiaries and commercialize Licensed Products. their consolidated results of operations and changes in financial position and cash flows for the respective periods therein presented. Each of the financial statements (aincluding the related notes and schedules) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist included in the resolution WPZ SEC Reports and the WPZ Fiscal Financial Statements (i) complied as to form with the applicable accounting requirements and rules and regulations of such dispute. In such eventthe SEC, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed (ii) was prepared in accordance with such rules. The Parties agree GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to submit to one day of mediation to take place within 30 days after normal year-end and audit adjustments in the selection of such mediator, unless the Parties otherwise agree. The costs case of any such mediationunaudited interim financial statements. Except for WPZ, including administrative fees and fees none of the mediatorWPZ Companies is required to file any forms, shall reports or other documents with the SEC, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Since February 18, 1998, WPZ has timely filed all reports, registration statements, definitive proxy statements and other filings required to be shared equally filed by it with the Parties, and each Party shall bear its own expenses in such mediationSEC. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, Affiliate shall maintain at its Affiliates or Sublicensees are undertaking to comply own expense a SMS which should be fully integrated with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationCAS. (b) At any time during With respect to each month of the Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized Representative the duly complete and accurate Subscriber Report with respect to each head-end of the Affiliate’s Permitted Digital Distribution Platform and each such 60-day periodSubscriber Report shall provide details that have been segregated Package wise, either Party Channel(s) wise, in such format as is set forth in Annexure E or in such format as may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered be provided by the American Arbitration Association under its Commercial Mediation Rules by a single mediatorBroadcaster through the Authorized Representative from time to time, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 seven (7) days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediatorimmediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, shall through the Authorized Representative, may seek such further / other information as may be shared equally by the Parties, reasonably required inter alia to monitor affiliate’s compliance with stipulations of this Agreement. Such information may relate to furnishing of additional city/area wise and each Party shall bear its own expenses in such mediationAffiliate’s affiliated local cable operator wise reports. (c) IfIf any Subscriber has opted for more than one connection/STB from Affiliate, at all such additional connections/STBs must feature in the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationSubscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, if anySubscribed Channel wise, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator city/area wise and Affiliate’s affiliated local cable operator wise and shall be whether ACORDA signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questiontrue and correct. (d) The foregoing In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the availed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is intended true and correct. (e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to provide MAYO the means Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to reasonably exercise its rights hereunder(i) monthly per subscriber a-xx-xxxxx rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized Representative at least three (3) days before the Affiliate implementing such change. (f) Affiliate shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i) veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor(ii) Affiliate’s compliance with its anti- piracy obligations as set out in this Agreement.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, any New Parent or the Company will furnish to the Trustee and the Holders of Notes or request the Trustee to furnish to the Holders of Notes at the expense of the Issuers, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries, as the case may be; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. in each case, within the time periods specified in the SEC’s rules and regulations, provided, that (1) it is not satisfying ACORDAunderstood that the Company will furnish to the Holders of Notes an Annual Report on Form 10-K for the year ended December 31, 2007 by April 15, 2008, but such annual report need only include the financial statements, Notes related thereto and a “Management’s diligence obligations set forth Discussion and Analysis of Financial Condition and Results of Operation” in Section 5.1 accordance with the rules and regulations of the SEC applicable to such report, in all material respects; and (or does not have sufficient information to make 2) if a New Parent is formed, such determination)New Parent may become the reporting company contemplated hereby, it may request ACORDA to inform MAYO of provided that such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to election would comply with its obligations thereunder. Within 60 days from receipt the applicable rules and regulations of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationSEC. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. The Parties agree to submit to one day of mediation to take place within 30 days after the selection Each annual report on Form 10-K of such mediatorNew Parent or the Company, as applicable, will include a report on such New Parent’s or the Company’s consolidated financial statements by such New Parent’s or the Company’s certified independent accountants. In addition, any such New Parent or the Company, whichever entity is then the ultimate parent company, will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, such New Parent or the Company, whichever entity is then the ultimate parent company, will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within those time periods (unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationa filing). (c) If, at the end any time after consummation of the later exchange offer contemplated by the Registration Rights Agreement, any such New Parent or the Company, as the case may be, is no longer subject to the periodic reporting requirements of the 60 day period referred Exchange Act for any reason, such company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Neither any such New Parent nor the Company will take any action for the purpose of causing the SEC not to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate accept any such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionfilings. (d) The foregoing is intended Any such New Parent or the Company, as the case may be, will hold a quarterly conference call for the Holders of the Notes and securities analysts to provide MAYO discuss such financial information no later than ten Business Days after distribution of such financial information. (e) If any such New Parent or the means to Company, as the case may be, has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.28 will include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the financial statements or in the footnotes thereto, and shall in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of such New Parent or the Company, as the case may be, and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of such New Parent or the Company, as the case may be. (f) In addition, the Issuers and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required or permitted to file with the SEC the reports required by this Section 4.28, they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for Rule 144A(d)(4) under the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSecurities Act.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not satisfying ACORDA’s diligence obligations a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time. In the event that Servicer is required to furnish any Weekly Report or Daily Report as provided herein, and if the last day of the week covered by such Weekly Report or if the day covered by such Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such following month are invoiced, then the computation of the Net Receivables Balance set forth in Section 5.1 (such Weekly Report or does Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for which invoices have not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts yet been issued but which would qualify as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationEligible Receivables had an invoice been issued in respect thereof. (b) At any time during If the rating system of Xxxxx’x or S&P shall change, or if either such 60-day period, either Party may request the use of a mediator rating agency shall cease to assist be in the resolution business of such dispute. In such eventrating corporate debt obligations, both Parties Servicer, the Managing Agents and the Administrative Agent shall try negotiate in good faith to resolve amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such dispute by mediation administered by changed rating system or the American Arbitration Association under its Commercial Mediation Rules by a single mediatorunavailability of ratings from such rating agency and, who shall have experience and be knowledgeable in pending the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs effectiveness of any such mediation, including administrative fees and fees of the mediator, amendment Servicer’s reporting obligations hereunder shall be shared equally determined by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect reference to the period rating most recently in questioneffect prior to such change or cessation. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During 5.1 Within ninety (60) days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to ESCALON all royalties accruing to ESCALON during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and until Net Sales of Products by LICENSEE and Sublicensees; such reports shall also indicate the First Commercial Sale source and amount of all Sublicensing Revenues and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. Until such time as Products are consistently being manufactured and sold in significant quantities by LICENSEE or Sublicensees, LICENSEE shall provide, along with the quarterly report for the final Royalty Quarter of each calendar year during the term of this Agreement, a detailed annual progress report specifying: LICENSEE’s and its Sublicensees’ Product research and development projects, the budgets for that year dedicated to and actually expended upon those projects, the staff dedicated to those projects, a summary of the first Licensed Productresults achieved under those projects, ACORDA and a detailed schedule and timeline demonstrating a reasonable plan for the full development, marketing and distribution of Products. Should ESCALON elect, representatives of LICENSEE shall deliver meet with representatives of ESCALON in Ann Arbor, Michigan, to MAYO semi-discuss the contents of this annual reportsprogress report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, due within 45 days after where necessary; LICENSEE and Sublicensees shall consistently employ such system when rendering invoices thereon and henceforth agree to inform ESCALON, or its auditors, when requested as to the end of each June details concerning such nomenclature system as well as to all additions thereto and Decemberchanges therein. 5.3 LICENSEE shall keep, summarizing the efforts of ACORDA, its Affiliates and shall require its Sublicensees to develop keep, true and commercialize Licensed Products. accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by an independent certified accountant reasonably selected by ESCALON, for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for five (a5) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO years from the date of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs origination of any such mediation, including administrative fees and fees record (this five year right of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and inspection shall not be used deemed to place unreasonable reporting burdens on ACORDAshorten any statute of limitations period applicable to any potential claim), and this requirement and right of inspection shall survive any termination of this Agreement. MAYO may not commence a request ESCALON shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to ESCALON in excess of ten percent (10%), then said inspection shall be at LICENSEE’s expense and such underpayment shall become immediately due and payable to ESCALON. 5.4 The reports provided for hereunder shall be certified by an authorized officer of LICENSEE to be correct to the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforbest of LICENSEE’s and such officer’s knowledge.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)required by the rules and regulations of the SEC, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties shall meet Company will furnish to discuss the situationHolders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during of its Subsidiaries as Unrestricted Subsidiaries and such 60-day periodSubsidiaries constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b)Rule 144A(d)(4) under the Securities Act. Delivery of such reports, MAYO still believes that ACORDA information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not exercising sufficient efforts constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to satisfy which the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator Trustee shall be whether ACORDA is exercising sufficient efforts entitled to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionrely exclusively on Officers’ Certificates). (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale (a) Lessees will notify Lessor in writing, within ten (10) days after any tax or other lien shall attach to any Equipment, of the first Licensed Product, ACORDA shall full particulars thereof and of the location of such Equipment on the date of such notification. (b) Each Lessee's fiscal year is on a calendar year basis. Lessees will deliver to MAYO semiLessor, within ninety (90) days of the close of each fiscal year of Lessee, the report on Form 10-annual reportsK for each of Specialty Foods Corporation ("SFC") and Specialty Foods Acquisition Corporation ("SFAC"). Lessees will deliver to Lessor quarterly, due within forty-five (45) days of the close of each fiscal quarter of Lessees, the report on Form 10-Q for each of SFC and SFAC. Lessees will deliver to Lessor, as soon as available, but in any event not later than 45 days after the end of each June month in each fiscal year of SFC, the unaudited consolidated and December, summarizing the efforts consolidating balance sheets of ACORDA, its Affiliates SFC and its Sublicensees to develop operating subsidiaries (including Stella and commercialize Licensed Products. Mxxx ) as at the end of each month and the related unaudited (ax) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 consolidated and consolidating statements of operations of SFC and its operating subsidiaries (or does not have sufficient information to make including Stella and Mxxx ) for such determination), it may request ACORDA to inform MAYO month and the portion of the fiscal year through the end of such efforts as ACORDAmonth, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt and (y) statements of changes in stockholder's equity and cash flows of SFC for the portion of the fiscal year through the end of such requestmonth, ACORDA shall then report its efforts certified by the chief financial officer or controller of SFC as being fairly stated in all material respects (subject to develop normal year-end audit adjustments) (such balance sheets and commercialize Licensed Products andstatements, if either Party requests, together with the Parties shall meet above-referenced reports on Form 10-K and Form 10-Q are collectively referred to discuss herein as the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute"Financial Statements"). In addition, Lessees shall provide to Lessor the updated consolidated financial projections of SFC on or before December 1 of each year, or at any other time SFC is required to deliver or voluntarily delivers such event, both Parties projections to the creditor under the Credit Agreement (as hereinafter defined). All such financial statements shall try be complete and correct in good faith all material respects and shall be prepared in reasonable detail and (other than the financial projections referred to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed above) in accordance with generally accepted accounting principles ("GAAP") applied consistently throughout the periods reflected therein and with prior periods (except as approved by such rules. The Parties agree to submit to one day of mediation to take place within 30 days after accountants or officer, as the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Partiescase may be, and each Party disclosed therein), except that the monthly financial statements provided above shall bear its own expenses only be consistent with GAAP in such mediationall material respects and shall not be required to include footnotes. (c) If, at Lessees will permit Lessor to inspect the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations Equipment and all maintenance and other records with respect to the period in questionthereto during normal business hours upon reasonable notice. (d) The foregoing Lessees will keep the Equipment described on Equipment Schedules at the Equipment Location (specified in the applicable Schedule) within the Continental United States and will not move any of the Equipment from the Equipment Location without the prior written consent of Lessor, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Lessor's request, Lessees promptly will notify Lessor in writing of the location of any Equipment as of the date of such notification. (e) Lessees will promptly and fully report to Lessor in writing if any piece or unit of Equipment is intended lost or damaged and the aggregate estimated replacement or repair costs would exceed $100,000. (f) Lessees will promptly and fully report to provide MAYO Lessor in writing the means occurrence of any Environmental Emission from any of the Equipment which requires notice to reasonably exercise its rights hereunderany governmental entity pursuant to Environmental Laws or which result in an Environmental Claim. (g) Lessees will notify Lessor of the occurrence of any Default or event which, after the giving of notice or lapse of time (or both) could become such a Default, promptly after senior management becomes aware of such occurrence. For purposes of this section, senior management shall be deemed to be each of Lessee's Chief Executive Officer, Chief Operating Officer, and shall not be used their direct reports. (h) Within forty-five (45) days after the close of each of Lessee's fiscal quarter and, in addition, upon any request by Lessor each Lessee will furnish a certificate of an authorized officer of such Lessee stating that such officer has reviewed the activities of such Lessee and that, to place unreasonable reporting burdens on ACORDA. MAYO may not commence the best of such officer's knowledge, there exists no Default (as hereinafter defined) or event which, with the giving of notice or the lapse of time (or both), would become a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforDefault.

Reports. During (a) So long as any Notes are outstanding, the term Company will file with the Commission and furnish to the Trustee and, upon request, to the Holders: (1) within 90 days after the end of this Agreement and until the First Commercial Sale of the first Licensed Producteach fiscal year, ACORDA shall deliver to MAYO semian annual report on Form 10-annual reports, due K; (2) within 45 days after the end of each June and Decemberof the first three fiscal quarters of each fiscal year, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.a quarterly report on Form 10-Q; and (a3) promptly from time to time after the occurrence of an event required to be therein reported pursuant to Form 8-K, a current report on Form 8-K. If MAYO reasonably believes that ACORDA the Company is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information no longer subject to make such determination), it may request ACORDA to inform MAYO the periodic reporting requirements of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Act for any reason, the Parties Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16 with the Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. Any information filed with, or furnished to, the Commission via XXXXX shall meet be deemed to discuss have been made available to the situationTrustee and the registered Holders of the Notes. (b) At Notwithstanding the foregoing, if Holdings or any time during such 60-day periodother direct or indirect parent of the Company fully and unconditionally guarantees the Notes, either Party may request the use of a mediator to assist in the resolution filing of such dispute. In reports by such event, both Parties shall try in good faith to resolve parent within the time periods specified above will satisfy such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees obligations of the mediator, Company; provided that such reports shall be shared equally include the information required by Rule 3-10 of Regulation S-X with respect to the Parties, Company and each Party shall bear its own expenses in such mediationthe Guarantors. (c) IfThe Company shall distribute such information and such reports to the Trustee, at and make them available, upon request, to any Holder and to any such prospective investor or securities analyst. To the end of extent not satisfied by the later of foregoing, the 60 day period referred Company shall also make publicly available the information required to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced be available pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA LCE shall deliver to MAYO semiRMS, within forty-annual reportsfive (45) days after the end of and for each quarterly calendar period during the Term, i.e. the three (3) month periods that are January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31 (each a “Reporting Period”), a true and accurate royalty report (“Royalty Report”). Each Royalty Report shall indicate the number of Licensed Services performed during the relevant Reporting Period and the detail specified on the “Summary Royalty Report,” a copy of which is attached hereto as Attachment III, or on a form generated by LCE which duplicates the format of the Summary Royalty Report. If no royalties are due for a given Royalty Period, it shall be so reported. The correctness and completeness of each Royalty Report shall be attested to in writing by an authorized representative of LCE. In the event LCE is unable to calculate Net Service Revenues as prescribed in Section 1.8, LCE shall so inform RMS, and upon RMS’s written consent, LCE shall calculate royalties as follows: Upon receipt by RMS of satisfactory documentation verifying LCE’s actual percentage of gross xxxxxxxx for Licensed Services and/or Combination Services collected for LCE’s most recently ended fiscal year (the “Collection Rate”), subject to the provisions of Section 2.4 above, LCE shall be permitted to calculate Net Service Revenues taking into account the Collection Rate. As of the Effective Date, LCE hereby represents and confirms to RMS that its Collection Rate for its fiscal year ending NA was NA percent ( NA %), which rate is specified in Attachment IV. During the Term of this Agreement, and within 45 ninety (90) days after the end of each June LCE fiscal year, LCE shall deliver to RMS satisfactory documentation that verifies the then Collection Rate. If LCE’s Collection Rate varies by at least five percent (5%) from the rate stated in Attachment IV, RMS shall amend Attachment IVV accordingly. Should LCE fail to provide the required updated documentation, LCE shall calculate Net Service Revenues and Decemberroyalties due as prescribed in Sections 1.8 and 2.4 for the remaining Term of the Agreement. Simultaneously with the delivery of each Royalty Report, summarizing LCE shall pay to RMS the efforts of ACORDA, its Affiliates royalty due under this Agreement for the period covered by such report. All payments due RMS hereunder shall be payable in United States currency and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply sent together with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered Royalty Report by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect due date to the period following address: Roche Molecular Systems, Inc. X.X. Xxx 000000 Xxxxxx, Xxxxx 00000-0000 or to any other address that RMS may advise in questionwriting. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Issuer will furnish to MAYO semithe Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations for non-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.accelerated filers: (a) If MAYO reasonably believes all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information would be required to make be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products reports; and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such 60-day period, either Party may request reports; provided that the use electronic filing of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered foregoing reports by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who Issuer on the SEC’s EXXXX system (or any successor system) shall have experience be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports will be knowledgeable prepared in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. The Parties agree Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to submit in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agreeSEC will not accept such a filing) and will post the reports on its website within those time periods. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at any time, the end Issuer is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in Section 5.3(athe preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) or above to discuss the unsuccessful conclusion information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the mediationNotes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if anyat any time it is not required to file with the SEC the reports required by the preceding paragraphs, commenced it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. To the extent any information is not exercising sufficient efforts provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy satisfied its diligence obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Delivery of such reports, information, and documents to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunderTrustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an officer’s certificate). The Trustee shall not be used obligated to place unreasonable reporting burdens monitor or confirm, on ACORDA. MAYO may not commence a request for continuing basis or otherwise, our compliance with the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforcovenants or with respect to any reports or other documents filed with the SEC or EXXXX or any website under the Indenture, or participate in any conference calls.

Reports. During COMPANY shall provide to LICENSOR the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual following written reports, due within 45 days after which reports shall be Confidential Information of COMPANY, according to the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Productsfollowing schedules. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth COMPANY shall provide calendar quarterly royalty reports, substantially in Section 5.1 the format of Exhibit C and due within thirty (or does not have sufficient information to make 30) days of the end of each calendar quarter following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the total NET SALES of such determinationLICENSED PRODUCT(S), it may request ACORDA and the running royalties due to inform MAYO LICENSOR as a result of NET SALES by COMPANY, AFFILIATED COMPANIES and SUBLICENSEE(S) thereof. Payment of any such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of royalties due shall accompany such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationRoyalty Reports. (b) At any Until such time during such 60-day periodas COMPANY, either Party may request the use an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a FIRST COMMERCIAL SALE of a mediator to assist in the resolution of such dispute. In such eventLICENSED PRODUCT, both Parties or received FDA market approval, COMPANY shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediatorprovide annual diligence reports, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place due within 30 thirty (30) days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediatorend of every December following the EFFECTIVE DATE of this Agreement. These diligence reports shall describe COMPANY’s, AFFILIATED COMPANY’s or any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement, particularly its progress toward achieving the developmental milestones set forth in Exhibit B and shall be shared equally by explain any delays experienced in achieving such milestones relative to the Parties, and each Party shall bear its own expenses projected dates for achievement set forth in such mediation.Exhibit B. (c) If, at COMPANY shall further provide in conjunction with the end of the later of the 60 day period referred annual report due in January pursuant to in Section 5.3(a5.1(b) or the unsuccessful conclusion quarterly royalty report due in the last calendar quarter of the mediation, if any, commenced each calendar year pursuant to Section 5.3(bParagraph 5.1(a), MAYO still believes that ACORDA the following information: (i) evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding currently required; and (ii) identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate Paragraph 2.1, or, a statement that no AFFILIATED COMPANY has exercised such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations rights; (iii) identification of (A) all SUBLICENSEE(S) with respect which COMPANY has entered into an agreement pursuant to the period terms of Paragraph 2.2 and all (B) sublicensee(s) of such SUBLICENSEE(S) with which such SUBLICENSEE(S) have entered into agreements pursuant to the terms of Paragraph 2.2, in question.each case since the previous annual report; and (div) The foregoing notice of all FDA approvals of any LICENSED PRODUCT(S) obtained by COMPANY, AFFILIATED COMPANY or SUBLICENSEE, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is intended to provide MAYO the means to reasonably exercise its rights hereunderbased, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence the commercial name of such product or service, or, in the alternative, a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforstatement that no FDA approvals have been obtained.

Reports. During (a) As of and following the term of this Agreement Effective Time, the Administrator shall provide data and until prepare any reports reasonably requested by the First Commercial Sale Ceding Company in connection with the Administered Business to enable the Ceding Company to comply with any and all applicable Laws, including all statutory insurance reporting, tax reporting and SAP and GAAP financial reporting requirements and any current or future informational reporting, prior approval or other requirements imposed by any Governmental Entity; provided that, with respect to GAAP reporting, the Administrator shall use commercially reasonable efforts to provide data and reports as requested by the Ceding Company (it being acknowledged and agreed that the Administrator shall have no obligation to determine reserves in accordance with GAAP or to 47182505.8 16 1006845735v24 prepare GAAP financials). Any reports required to be prepared by the Administrator shall be prepared and delivered on a timely basis in order for the Ceding Company to comply with any filing deadlines required by applicable Law or the terms of the first Licensed ProductReinsured Policies, ACORDA and, to the extent applicable but without limiting the foregoing, in accordance with the reporting deadlines set forth on Schedule 6.1. All such reports shall deliver include such information as may reasonably be requested by the Ceding Company. Among other responsibilities and without limiting the generality of the foregoing: (i) The Administrator shall promptly prepare and furnish to MAYO semi-annual reportsthe Ceding Company or, due within 45 days at the Ceding Company’s request or as otherwise provided herein, the applicable Governmental Entity, all filings, submissions, reports and related summaries (including statistical summaries), certifications and other information required or requested by any Governmental Entity with respect to the Administered Business. (ii) Within fifteen (15) Business Days after the end of each June Accounting Period, the Administrator shall provide to the Ceding Company all statistical information reasonably required by the Ceding Company related to the General Account Reserves, Separate Account Statutory Reserves and DecemberPolicy Liabilities required to be reported on the Ceding Company’s financial statements, summarizing tax returns and other SAP and (subject to the following sentence and the proviso in the first sentence of Section 6.1(a)) GAAP financial reports required by the Ceding Company’s auditors or any Governmental Entity related to the Reinsured Policies. The Administrator shall (i) use commercially reasonable efforts to provide to the Ceding Company data and information required by the Ceding Company in calculating GAAP reserves and in preparing GAAP financial reports, and (ii) within forty (40) days following the end of ACORDAeach calendar year, its Affiliates provide the results of annual asset adequacy analysis performed by the Administrator, using assumptions set by the Ceding Company for the Reinsured Policies and its Sublicensees a certification as to develop the results, including a description of the method and commercialize Licensed Productsassumptions, in compliance with then-current statutory guidelines and any applicable actuarial standards of practice. The Administrator shall also provide any reliance statements necessary to support the Ceding Company’s actuarial opinion, AAT memorandum, or other year-end filings, in compliance with then-current statutory regulations, actuarial guidelines and any applicable actuarial standards of practice. The Administrator shall provide such reports in such form and manner as may reasonably be requested by the Ceding Company. (aiii) If MAYO No later than the fifteenth (15th) Business Day of each year, the Administrator shall provide to the Ceding Company a certification by the appointed actuary of the Reinsurer as to the General Account Reserves and Separate Account Statutory Reserves reported by the Administrator on behalf of the Reinsurer with respect to the Reinsured Policies. Not later than the fortieth (40th) day following the last day of each calendar year, the Administrator shall provide to the Ceding Company copies of tabular asset adequacy testing results pertaining to the Reinsured Policies. (iv) The Administrator shall timely provide written notice to the Ceding Company of any material changes in the reserve basis or reserve methodology used in calculating the General Account Reserves and/or the Separate Account Statutory Reserves. 47182505.8 17 1006845735v24 (v) For so long as this Agreement remains in effect, upon reasonable notice, the Administrator shall from time to time use its reasonable best efforts to furnish to the Ceding Company such other reports and information related to the Administered Business as the Ceding Company may reasonably believes request for regulatory, tax or other reasonable business purposes; provided, that ACORDA is not satisfying ACORDA’s diligence obligations set forth (i) the Ceding Company shall reimburse the Administrator for the reasonable costs and expenses incurred by the Administrator in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO the preparation of such efforts as ACORDAreports, its Affiliates or Sublicensees are undertaking and (ii) the Administrator shall not be required to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts provide any proprietary information pursuant to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationthis Section 6.1(a)(v). (b) At On a quarterly basis, (i) the Ceding Company shall prepare and provide to the Administrator a report containing a summary of any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules examinations or Actions initiated by a single mediator, who shall have experience Governmental Entity or other Person with respect to which the Ceding Company has exercised its right to supervise and be knowledgeable in control the pharmaceutical industry, appointed defense thereof in accordance with such rules. The Parties agree Section 8.2 or Section 8.6, in a form reasonably satisfactory to submit the Administrator; and (ii) the Administrator shall prepare and provide to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs Ceding Company a report containing a summary of any such mediation, including administrative fees and fees of pending or threatened in writing examinations or Actions initiated by a Governmental Entity or other Person relating to the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations Administered Business with respect to which the period Ceding Company is controlling the defense thereof, in questiona form reasonably acceptable to the Ceding Company. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDArequired by the Commission’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)rules and regulations, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties shall meet Issuers will furnish to discuss the situationHolders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such reports; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (b) At If Suburban Propane has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 10.03(a) will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the Parties, financial condition and each Party shall bear its own expenses in such mediationresults of operations of the Unrestricted Subsidiaries of Suburban Propane. (c) IfFor so long as any Notes remain outstanding, at any time Suburban Propane is not required to file the end of reports required by this Section 10.03 with the later of Commission, it will furnish to the 60 day period referred Holders and to in Section 5.3(a) or securities analysts and prospective investors, upon their request, the unsuccessful conclusion of the mediation, if any, commenced information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Subject to the last paragraph of this section, whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)required by the rules and regulations of the SEC, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties shall meet Company will furnish to discuss the situationHolders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations all reports that would be required to be filed with the SEC pursuant to Sections 13(a) or 15(d) or any successor provision thereto if the Company were subject thereto. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. Each annual report will include a report on the Parent’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will file a copy of each of the reports referred to in the paragraph above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationCompany will at all times comply with TIA §314(a). (c) If, at any time, the end Parent is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Parent will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Parent and the Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s filings for any reason, the Parent will post the reports referred to in Section 5.3(a) or the unsuccessful conclusion of preceding paragraphs on its website within the mediation, time periods that would apply if any, commenced pursuant the Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) The foregoing is intended to provide MAYO If the means to Parent or the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the financial statements or in the footnotes thereto, and shall in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Parent, the Company and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent. (e) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time the Parent is not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for Rule 144A(d)(4) under the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSecurities Act.

Reports. During AGENCY will generate a written report of the term investigation in a timely manner at the completion of the investigation given the CLIENT’s account is not in arrears. Every reasonable effort will be made to insure that the quality of the information will be accurate. However, AGENCY will not be responsible for information contained within database reports which AGENCY has no control over the content. Reports may also include photographs and video tape. CLIENT understands that surveillance tapes and pictures are by their nature NOT television studio-type productions and are often taken from long distance, from unusual locations and during extreme weather conditions and as such, the quality can be variable. AGENCY will proceed with due diligence to obtain quality video and/or pictures that can be obtained given the circumstances without placing the investigator in any physical harm, unsafe position, or violating privacy statues. Therefore, CLIENT understands that AGENCY fees are not contingent upon the acquisition of any photos or video. No "Audio" recordings will be made relative to surveillance tapes. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as required to be surrendered in court as evidence. Copies for the purpose of the CLIENT's review will be made at the CLIENT's request and expense. Original notes or documents considered “work product” will not be released and remain the property of AGENCY. Only the written final report is released to the CLIENT. AGENCY RESERVES THE RIGHT TO WITHHOLD ANY AND ALL REPORTS AND/OR EVIDENCE PENDING PAYMENT IN FULL AND BANK CLEARANCE THEREOF. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as surrendered in court as evidence. Copies for the purpose of the CLIENT’s review will be made at the CLIENT’s request and expense. Database search reports are performed strictly by the information provided on the subject by the CLIENT. Any error in spelling, format or sequence of letters, words or numbers can result in wrong information on the subject. Data is supplied from different private sources, computer systems, public information facilities, government open record institutions and might also contain confidential source information. All attempts are made to maintain the integrity of this Agreement data. AGENCY cannot be held liable for inaccuracies contained in public record information or databases accessed. Furthermore, information has been gathered from sources and until individuals deemed reliable by AGENCY; however, no guarantee, warranty, or other representation is made as to the First Commercial Sale accuracy of information received from third parties, or its suitability for any particular purpose. If the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA information reported is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)“Original Source” information, it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply is strongly recommended that any information gathered be cross-referenced with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation“Original Source” information. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations (together with extensions granted by the SEC) for a filer that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 a “non-accelerated” filer plus five Business Days: (1) substantially the same quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) substantially the same current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish (or does not cause the Trustee to furnish) current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of a Shelf Registration Statement if the information that would have sufficient information been contained in such reports is included in the registration statement relating to make the Exchange Offer and/or the Shelf Registration Statement or other registration statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such determination)reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, it may request ACORDA to inform MAYO following the consummation of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Offer, the Parties shall meet Company will file a copy of each of the reports referred to discuss in clauses (1) and (2) above with the situationSEC for public availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC for a person that is a “non-accelerated filer.” (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the paragraphs contained in subsection (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in “Management’s Discussion and Analysis of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience Financial Condition and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day Results of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees Operations,” of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at In the end event that (1) the rules and regulations of the later SEC permit the Company and any direct or indirect parent entity of the 60 day period referred Company to report at such entity’s level on a consolidated basis, (2) such direct or indirect parent entity is not engaged in Section 5.3(a) or any business other than the unsuccessful conclusion Permitted Business of the mediationCompany and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company’s and its Subsidiaries’ on a consolidated basis, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such direct or indirect parent entity and its other subsidiaries, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing For so long as any Notes remain outstanding, if at any time the Company is intended not required to provide MAYO file with the means SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company will furnish to reasonably exercise its rights hereunderthe Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of any such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During Within ninety (90) days after the close of each calendar quarter of each year during the term of this Agreement and until (including the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-last day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediationcalendar quarter following the expiration date of this Agreement), including administrative fees and fees CONVATEC shall report to LICENSOR all payments actually accruing under Article V during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter the Net Sales Price of the mediator, shall be shared equally Product sold by the Parties, CONVATEC and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations Subsidiaries and sublicensees with respect to which payment is due and the period amount of such payment. In case no payment is due for any such period, CONVATEC shall so report. CONVATEC shall keep, and it shall cause its Subsidiaries and sublicensees to keep, accurate records in sufficient detail to enable the aforesaid payment due under Article V to be determined. Upon the request of LICENSOR, CONVATEC and its Subsidiaries and sublicensees shall permit an independent certified public accountant selected by LICENSOR to have access, once in each calendar year during regular business hours and upon reasonable notice to CONVATEC, to such of the records of CONVATEC and its Subsidiaries and sublicensees as may be necessary to verify the accuracy of the reports made during the previous calendar year, except that: said accountant shall meet the prior approval of CONVATEC or its Subsidiary or its sublicensee in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and which approval shall not be used unreasonably denied, and; said accountant shall not disclose to place unreasonable reporting burdens on ACORDA. MAYO LICENSOR any information except that which should properly have been contained in such reports, and; said audit right may not commence a request be exercised more than once in any one calendar year. The records from which the royalty reports are prepared need not be retained by CONVATEC longer than CONVATEC's then current records retention policy for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforsuch documents.

Reports. During the term 4.1 LICENSEE shall provide to LICENSORS a written annual report within [***] days after each ROYALTY PERIOD closes or within [***] days after termination of this Agreement agreement. The annual report shall include: reports of progress and until the First Commercial Sale of the first Licensed Productamount of capital expended on research and development, ACORDA regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding [***] months, and plans for the coming year. Each annual report shall deliver include confirmation of existing insurances in compliance with Paragraph 11.3. 4.2 After the FIRST COMMERCIAL SALE, the annual report of LICENSEE according to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.4.1 shall further include for that ROYALTY PERIOD: (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO number of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop LICENSED PRODUCTS manufactured and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation.sold by LICENSEE and all SUBLICENSEES; (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute total xxxxxxxx for LICENSED PRODUCTS sold by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience LICENSEE and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation.all SUBLICENSEES; (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) accounting for all LICENSED PROCESSES used or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question.sold by LICENSEE and all SUBLICENSEES; (d) The foregoing deductions applicable as provided in the definition for NET SALES in Paragraph 1.8; and (e) any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c). LICENSEE shall include the amount of all payments due, and the various calculations used to arrive at those amounts, including the quantity, description (nomenclature and type designation as described in Paragraph 4.3 below), country of manufacture and country of sale of LICENSED PRODUCTS. If no payment is intended due, LICENSEE shall so report. LICENSEE shall direct its authorized representative to certify that each report is correct to the best of LICENSEE’s knowledge and information. Failure to provide MAYO the means reports as required under this Article shall be a material breach of this Agreement. 4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to reasonably exercise its rights hereunderpermit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall not be used require SUBLICENSEES to place unreasonable reporting burdens on ACORDAconsistently employ, the system when rendering invoices thereon. MAYO may not commence a request On request, LICENSEE shall promptly explain to LSU, or its auditors, all details reasonably necessary to understand such nomenclature system, all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the foregoing information computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (1) open such records for inspection upon prior written, reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due with such inspection not occurring more than once per [***] unless required by the State of Louisiana or United States federal agencies; and (2) Wherever practical combine an inspection by LSU with a Licensee inspection of said records (3) retain such records for [***] years from ACORDA date of origination. The terms of this Article shall survive any termination of this Agreement. LSU is responsible for at least one year after MAYO last commenced a request thereforall expenses of such inspection, except that if any inspection reveals an underpayment greater than [***] percent ([***]%) of the amounts due LSU for any ROYALTY PERIOD, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to LSU within [***] days of written notice thereof. LICENSEE shall also reimburse LSU for reasonable expenses required to collect any amount underpaid.

Reports. During (a) Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Company will furnish to MAYO semi-annual reportsthe Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), due within 45 no later than thirty days after the end expiration of the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each June of the reports referred to in clauses ‎(1) and December, summarizing ‎(2) above with the efforts of ACORDA, SEC for public availability within the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to website within those time periods. The Company will at all times comply with its obligations thereunderTIA §314(a). Within 60 days from receipt of such requestIf, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsat any time, the Parties shall meet Company is no longer subject to discuss the situationperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this ‎Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods specified in this ‎Section 4.03. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph ‎(a) of this ‎Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs ‎(a) and ‎(b) of this ‎Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended Notwithstanding the foregoing, the Company shall be deemed to provide MAYO have furnished the means reports required by paragraphs ‎(a) and ‎(b) of this ‎Section 4.03 to reasonably exercise its rights hereunder, the Trustee and shall not be used to place unreasonable reporting burdens the Holders on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefordate the Company files such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports become publicly available.

Reports. During 5.1 Within sixty (60) days after the close of each Calendar Quarter during the term of this Agreement and until License (including the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-last day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees Calendar Quarter following any termination of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(bthis License), MAYO still believes that ACORDA is not exercising sufficient efforts Xxx Arbor Stromal shall report to satisfy University all royalties accruing to University under Section 4 during such Calendar Quarter. Such quarterly reports shall indicate for each Calendar Quarter the diligence obligations set forth in Section 5.1, MAYO gross sales and Net Sales of Product; such reports shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations also indicate Net Sales with respect to which payments are due and the period in questionamount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of sale and country of manufacture of Product(s). In case no payment is due for any such period, Xxx Arbor Stromal shall so report. (d5.2 Xxx Arbor Stromal covenants that it will promptly establish and consistently employ a system of specific nomenclatures and type designations for Product(s) The foregoing is intended to provide MAYO so that the means to reasonably exercise its rights hereundervarious types can be identified and segregated, and Xxx Arbor Stromal and Affiliates will consistently employ such system when rendering invoices thereon and henceforth agrees to inform University, or its auditors, when requested as to the details concerning such nomenclature system as well as to all additions thereto and changes therein. 5.3 Xxx Arbor Stromal shall not be used keep and it shall cause its Affiliates to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request keep, true and accurate records and books of account containing data reasonably required for the foregoing information computation and verification of payments to be made as provided by this License, which records and books shall be open for inspection upon reasonable notice during business hours by inspectors selected by and at the expense of University for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (6) years from ACORDA the date of origination of any such record and this requirement and right of inspection shall survive any termination of this License for a period of three (3) years after such termination. However, in the event that such inspection reveals an underpayment of royalties to University in excess of five percent (5%), then said inspection shall be at least one year after MAYO last commenced a request thereforXxx Arbor Stromal's expense and such underpayment shall become immediately due and payable to University. 5.4 The reports provided hereunder shall be certified by an authorized representative of Xxx Arbor Stromal to be correct to the best of Xxx Arbor Stromal's knowledge and information.

Reports. During the term of this Agreement and until the First Commercial Sale of Beginning with the first Licensed Productaccrual of Net Sales on which a royalty is due hereunder, ACORDA Licensee shall deliver provide to MAYO semi-annual reportsSKCC a [*] royalty report, due within 45 days as follows: Within [*] after the end of each June [*], Licensee shall deliver to SKCC a true and Decemberaccurate report, summarizing giving such particulars of the efforts of ACORDAbusiness conducted by Licensee, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationSublicensees, if any, commenced pursuant during such [*] as are pertinent to Section 5.3(b)an account for payments hereunder. Such report shall be reasonably detailed and shall include at least (a) the total of Net Sales; (b) the calculation of royalties; and (c) the total royalties so calculated and due SKCC. To the extent consistent with Licensee's internal reporting procedures, MAYO still believes that ACORDA is not exercising sufficient Licensee shall make good faith efforts to satisfy reflect in its reports hereunder Net Sales on a product-by-product and country-by-country or territory-by-territory basis. Simultaneously with the diligence obligations set forth delivery of each such report, Licensee shall pay to SKCC the total royalties, if any, due to SKCC for the period of such report. If no royalties are due, Licensee shall so report. SKCC shall not provide to third parties any information contained in reports provided to Licensee hereunder, or learned by SKCC under Section 5.14.7 above; provided that SKCC may have such reports reviewed by its accountants and legal advisors. Licensee agrees to forward to SKCC, MAYO shall initiate on an annual basis, a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before copy of all reports of Net Sales received by Licensee from its Sublicensees during the arbitrator preceding twelve (12) month period as shall be whether ACORDA is exercising sufficient efforts pertinent to satisfy a royalty accounting under said sublicense agreements. Such reports may be redacted to omit any information not necessary to determine Net Sales or amounts due to SKCC hereunder. [*] Certain information on this page has been omitted and filed separately with the diligence obligations set forth in Section 5.1Commission. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations Confidential treatment has been requested with respect to the period in questionomitted portions. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During 5.1 Within sixty (60) days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to MICHIGAN all royalties accruing to MICHIGAN during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and until Net Sales of Products by LICENSEE and Affiliates, and any other revenues with respect to which payments are due, and the First Commercial Sale amount of such payments, as well as the first Licensed Productvarious calculations used to arrive at said amounts, ACORDA including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall deliver so report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Affiliates shall consistently employ such system when rendering invoices thereon and henceforth agree to MAYO semi-annual reportsinform MICHIGAN, due within 45 days after or its auditors, when requested as to the end of each June details [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. concerning such nomenclature system as well as to all additions thereto and Decemberchanges therein. 5.3 LICENSEE shall keep, summarizing the efforts of ACORDA, and shall require its Affiliates to keep, true and its Sublicensees accurate records and books of account containing data reasonably required for the computation and verification of payments to develop be made as provided by this Agreement, which records and commercialize Licensed Products. books shall be open for inspection upon reasonable notice during business hours by either MICHIGAN auditor(s) or an independent certified accountant selected by MICHIGAN, for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (a6) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO years from the date of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs origination of any such mediationrecord, including administrative fees and fees this requirement and right of the mediator, inspection shall survive any termination of this Agreement. MICHIGAN shall be shared equally by the Partiesresponsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to MICHIGAN in excess of ten percent (10%), then said inspection shall be at LICENSEE's expense and each Party such underpayment shall bear its own expenses in such mediationbecome immediately due and payable to MICHIGAN. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator reports provided for hereunder shall be whether ACORDA is exercising sufficient efforts certified by an authorized representative of LICENSEE to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect be correct to the period in questionbest of LICENSEE's knowledge and information. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Each of FXNC and its Subsidiaries and Touchstone and its Subsidiaries shall file all reports required to be filed by it with Regulatory Authorities between the term date of this Agreement and until the First Commercial Sale Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. Touchstone and its Subsidiaries shall also make available to FXNC monthly financial statements and quarterly call reports. The financial statements of FXNC and Touchstone, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the first Licensed Productentity filing such statements as of the dates indicated and the consolidated results of operations, ACORDA shall deliver to MAYO semi-annual reportschanges in shareholders’ equity, due within 45 days after and cash flows for the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall periods then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such rules. The Parties agree reports of FXNC filed under the Exchange Act will comply in all material respects with the Securities Laws and will not contain any untrue statement of a material fact or omit to submit state a material fact required to one day of mediation be stated therein or necessary in order to take place within 30 days after make the selection of such mediatorstatements therein, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees in light of the mediatorcircumstances under which they were made, not misleading. Any FXNC financial statements contained in any reports to any Regulatory Authority other than the SEC shall be shared equally by prepared in accordance with the PartiesLaws applicable to such reports. As of their respective dates, such reports of Touchstone filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and each Party shall bear its own expenses will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in such mediation. (c) Iforder to make the statements therein, at the end in light of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationcircumstances under which they were made, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionmisleading. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed (but not furnished) with the SEC on Form 8-K if the Company were required to file such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If MAYO reasonably believes at any time any Person is or becomes a Parent of the Company, and that ACORDA Person delivers to the Trustee a Parent Guaranty, then the reports and other information required by this Section 4.03 may instead be those filed with the SEC by such Person and furnished with respect to such Person without including the condensed consolidating footnote contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act, to the extent such footnote is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, required by the Parties shall meet to discuss the situationSEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth Since January 1, 1996, Parent has timely filed with the SEC all forms, reports and documents required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have heretofore been filed or are hereafter filed (the "Parent SEC Reports") have complied or will comply in Section 5.1 (form as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and the rules promulgated thereunder applicable thereto. Since January 1, 1996, none of the Parent SEC Reports, at the time filed, contained or does not have sufficient information will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make such determination)the statements therein, it may request ACORDA to inform MAYO in light of such efforts as ACORDAthe circumstances under which they were made, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationnot misleading. (b) At any time during such 60-day periodAs of their respective dates, either Party may request the use audited and unaudited consolidated financial statements of a mediator to assist the Parent included (or incorporated by reference) in the resolution of such dispute. In such event, both Parties shall try Parent SEC Reports were prepared (or will have been prepared) in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after United States generally accepted accounting principles applied on a consistent basis during the selection of such mediator, unless periods therein indicated (except as may be indicated in the Parties otherwise agree. The costs of any such mediation, including administrative fees notes thereto) and fees presented fairly the consolidated financial position of the mediatorParent. and the consolidated results of operations and changes in consolidated financial position or cash flows for the periods presented therein, shall be shared equally by subject, in the Partiescase of the unaudited interim financial statements, to normal year-end audit adjustments and each Party shall bear its own expenses in such mediationany other adjustments described therein which were not expected to have a Material Adverse Effect. (c) IfAs of December 31, at 1997, to the end knowledge of the later Parent or its Subsidiaries, neither the Parent nor any of its Subsidiaries had any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the 60 day period referred Parent included in the Parent SEC Reports filed prior to in Section 5.3(a) April 1, 1998 or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionParent Disclosure Letter. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (a) Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Company will furnish to MAYO semi-annual reportsthe Holders of Notes (or file with the SEC for public availability), due within 45 15 days after the end time periods specified in the SEC’s rules and regulations: (1) all financial information that would be required to be contained in quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of each June Financial Condition and DecemberResults of Operations” and, summarizing with respect to the efforts annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such information will be prepared in all material respects in accordance with all of ACORDAthe rules and regulations applicable to the reports indicated above except as otherwise set forth above. To the extent any such information is not furnished within the time periods specified above and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company shall be deemed to have satisfied its Affiliates obligations with respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. The Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to a direct or indirect parent entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity (and other parent entities included in such information, if any), on the one hand, and the information relating to the Company and its Sublicensees Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is in this Section 4.03 need not satisfying ACORDA’s diligence obligations be audited. Notwithstanding anything to the contrary set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products andabove, if either Party requeststhe Company or any direct or indirect parent entity has furnished the Holders of Notes or filed with the SEC the reports described in this Section 4.03 with respect to the Company or any direct or indirect parent entity, the Parties Company shall meet be deemed to discuss be in compliance with the situationprovisions of this Section 4.03. (b) At If the Company has designated any time during of its Subsidiaries as an Unrestricted Subsidiary, and such 60-day periodUnrestricted Subsidiary or group of Unrestricted Subsidiaries, either Party may request if taken together as one Subsidiary, would constitute a Significant Subsidiary of the use Company, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a mediator to assist presentation, of selected financial metrics (in the resolution Company’s sole discretion) of such dispute. In such event, both Parties shall try Unrestricted Subsidiaries as a group in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience Management’s Discussion and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day Analysis of mediation to take place within 30 days after the selection Financial Condition and Results of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationOperations. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time the Company and the Guarantors are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not the term Company or any Guarantor is subject to the reporting requirements of this Agreement and until the First Commercial Sale Section 13 or 15(d) of the first Licensed ProductExchange Act, ACORDA the Company and JCC Holding shall deliver file (which filing may be on a consolidated basis) with the SEC (to MAYO semi-the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the SEC (the "Required Filing Date"), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or JCC Holding, as applicable, were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants as such would be required in such reports to the SEC and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the Contingent Payments made, the Contingent Payment Accrual amount and Consolidated EBITDA with respect to the most recently ended fiscal quarter of the Company, and in the case of annual reports, due within 45 days after the end audited Contingent Payments made, the audited Contingent Payment Accrual amount and audited Consolidated EBITDA for the most recently ended fiscal year and for each of each June the Semiannual Periods ending in such fiscal year. The Company and December, summarizing JCC Holding shall also file all other reports and information that they are or would have been required with the efforts of ACORDA, its Affiliates SEC prior to the Required Filing Date. The Company and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO JCC Holding will also provide copies of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking annual and quarterly reports to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place Trustee within 30 days after the selection of such mediatorRequired Filing Date; provided, unless that the Parties otherwise agree. The costs of any such mediation, including administrative fees Company and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and JCC Holding shall not be used in default of the provisions of this Section 5.8 for any failure to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request file reports with the SEC solely by refusal by the SEC to accept the same for filing, it being understood that in such event, such reports shall be delivered to the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforTrustee as described herein as if they had been filed with the SEC.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holdings will furnish to the Holders of such Notes (or does not have sufficient information to make such determinationfile with the SEC for public availability), it may request ACORDA within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to inform MAYO be filed with the SEC on Forms 10-Q and 10-K if Holdings were required to file such reports, including a “Management’s Discussion and Analysis of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt Financial Condition and Results of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if either Party requestsHoldings were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, Holdings will file a copy of each of the Parties shall meet reports referred to discuss in clauses (1) and (2) above with the situationSEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. (b) At Holdings and the Company agree that, for so long as any Notes remain outstanding, if at any time during they are not required to file with the SEC the reports required by clauses (1) and (2) of Section 4.03(a), they will furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Each report or document required to be furnished or delivered pursuant to this Indenture shall be deemed to have been so furnished or delivered on the date on which Holdings posts such 60-day perioddocument on its website, either Party may request or when such document is posted on the use SEC’s website at xxx.xxx.xxx. The Trustee shall have no responsibility to determine whether filing of a mediator to assist in the resolution of such disputereports under this Section 4.03 has occurred. In such eventthe absence of written notification from the Company or the Holders, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, Trustee shall be shared equally by the Parties, and each Party shall bear its own expenses in entitled to presume that such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationfilings were made. Delivery, if any, commenced pursuant to Section 5.3(b)of such reports, MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect information and documents to the period in question. (d) The foregoing Trustee is intended to provide MAYO for informational purposes only and the means to reasonably exercise its rights hereunder, and Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdings’ or the Company’s, as applicable, compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficer’s Certificates).

Reports. During At least once each year after the term first contract year and before the Annuity Payout Date, we shall send you a statement reporting your Contract Values as of this Agreement and until a date not more than four months prior to the First Commercial Sale date of the first Licensed Product, ACORDA shall deliver mailing. You have the duty to MAYO semi-annual reports, due within 45 days after review any confirmations or statements we send you and to report promptly any discrepancy. We will not be responsible for any losses or damages attributable to a discrepancy that is reflected on such confirmations or statements unless you report the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees discrepancy in writing to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place us within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end date of the later confirmation or statement. SEPARATE ACCOUNT VAA The separate account to which the variable accumulation units of your Contract Value and variable annuity units and payments under this contract relate is VAA, which we have established under Ohio law to provide variable benefits. We shall have sole and complete ownership and control of all assets in VAA. A portion of the 60 day period referred to assets in Section 5.3(a) or the unsuccessful conclusion of the mediationVAA, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect equal to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereundercontract reserves for such account, and shall not be chargeable with liabilities arising out of any other business we may conduct. All amounts credited to VAA will be used to place unreasonable reporting burdens purchase shares at net asset value of open-end investment companies registered under the 1940 Act. The available investment companies are referred to as "Portfolios" and shares of any are referred to as "Portfolio Shares." Any and all distributions made by a Portfolio, in respect to Portfolio Shares held by VAA, will be reinvested to purchase more Portfolio Shares in the same Subaccount at net asset value. Deductions and withdrawals from VAA may be made by redeeming a number of Portfolio Shares, at net asset value, equal in total value to the amount to be deducted or withdrawn. If deemed by us to be in the best interest of all contract owners, VAA may be operated as a management company under the 1940 Act or it may be deregistered under the 1940 Act, if such registration is no longer required. If there is a substitution of Portfolio Shares or change in operation of VAA, we will issue an endorsement for this contract and take such other action as may be necessary and appropriate to make the substitution or change. You will be liable for any loss we suffer if we purchase Portfolio Shares at your direction and, thereafter, we are forced to liquidate such Portfolio Shares because the check or draft issued by you as a purchase payment is dishonored by the bank on ACORDAwhich it was drawn. MAYO SUPPLEMENTARY AGREEMENT As of the Annuity Payout Date, we may not commence issue a request for supplementary agreement that sets forth the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforterms of your Annuity Option.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or does not have sufficient information to make such determinationfile with the SEC for public availability), it may request ACORDA within the time periods specified in the SEC’s rules and regulations: (i) all quarterly and annual reports that would be required to inform MAYO be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such efforts as ACORDAreports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its Affiliates or Sublicensees are undertaking to website within those time periods. The Company will at all times comply with its obligations thereunderTIA §314(a). Within 60 days from receipt of such requestIf, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsat any time, the Parties shall meet Company is no longer subject to discuss the situationperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing Delivery of such reports, information and documents to the Trustee is intended to provide MAYO for informational purposes only and the means to reasonably exercise its rights hereunder, and Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that ACORDA would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, the Indenture will permit the Company to satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of the Registered Exchange Offer (as defined in the Appendix), whether or not satisfying ACORDArequired by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s diligence obligations set forth in Section 5.1 rules and regulations (or does unless the SEC will not have sufficient information to accept such a filing) and make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such securities analysts and prospective investors upon request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties The Company shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance at all times comply with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationTIA § 314(a). (c) IfFor so long as any Notes remain outstanding, at the end of Company and the later of Guarantors shall furnish to the 60 day period referred Holders and to in Section 5.3(a) or securities analysts and prospective investors, upon their request, the unsuccessful conclusion of the mediation, if any, commenced information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During (a) Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA so long as any Notes are outstanding, the Company shall deliver furnish to MAYO semi-the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) all quarterly and annual reports, due including financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within 45 days after the end of each June time periods specified in the SEC’s rules and December, summarizing regulations (unless the efforts of ACORDA, SEC will not accept such a filing) and will post the reports on its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to website within those time periods. The Company shall at all times comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationTIA § 314(a). (b) At If, at any time during such 60-day periodthe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, either Party may request the use of a mediator to assist Company will nevertheless continue filing the reports specified in Section 4.03(a) with the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by SEC within the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, time periods specified above unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationa filing. (c) The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, at notwithstanding the end of foregoing, the later of SEC will not accept the 60 day period Company’s filings for any reason, the Company will post the reports referred to in Section 5.3(a4.03(a) or and (b) on its website within the unsuccessful conclusion of time periods that would apply if the mediation, if any, commenced pursuant Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of the Notes if (i) the Company has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available, or (ii) the reports are posted and publicly available on the Company’s website. The foregoing Trustee shall have no responsibility to verify that such reports have been filed. (e) Delivery of such reports, information and documents to the Trustee pursuant to this Section is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt thereof shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for which the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforTrustee is entitled to certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 would be required to be filed with the SEC on Forms 20-F and 40-F (or does Forms 10-K and 10-Q) if the Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 6-K (or Form 8-K) if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement contemplated by the Registration Rights Agreement if the information that would have been contained in such reports is included in the Exchange Offer Registration Statement relating to the Exchange Offer and/or the Shelf Registration Statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 40-F (or Form 10-K) will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants; provided that, in the event Xxxxxxx Corp. and its Subsidiaries that are required to do so under this Indenture continue to provide Note Guarantees but are no longer included in the Company’s consolidated financial statements, to the extent permitted by the SEC and the Company’s certified independent accountants, each such annual report will also include a report on the Company’s combined financial statements (including Xxxxxxx Corp. and its consolidated Subsidiaries) by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not have sufficient information to make accept such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, a filing) and will post the reports on its Affiliates or Sublicensees are undertaking to website within those time periods. The Company will at all times comply with its obligations thereunderTIA § 314(a). Within 60 days from receipt If, at any time after consummation of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Offer contemplated by the Registration Rights Agreement, the Parties shall meet Company is no longer subject to discuss the situationperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Issuer and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)required by the rules and regulations of the SEC, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties Issuer and the Guarantors shall meet make available on a publicly available website, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to discuss be filed with the situationSEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. The Parties agree Issuer shall file a copy of each of the reports referred to submit in Section 4.03(a) with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees a filing) and fees of will post the mediator, shall be shared equally by the Parties, and each Party shall bear reports on its own expenses in such mediationwebsite within those time periods. (c) If, at the end any time after consummation of the later Exchange Offer, the Issuer is no longer subject to the periodic reporting requirements of the 60 day period Exchange Act for any reason, the Issuer shall nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in Section 5.3(a4.03(a) or on its website within the unsuccessful conclusion of time periods that would apply if the mediation, if any, commenced pursuant Issuer were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) The foregoing is intended to provide MAYO If the means to Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (e) In addition, for so long as any of the Notes remain outstanding, if at any time the Issuer or the Guarantors are not required to file with the SEC the reports required by Section 4.03(a), the Issuer and the Guarantors shall not furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for Rule 144A(d)(4) under the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSecurities Act.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company will furnish to the Holders or cause the Trustee to furnish to the Holders of Global Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly reports on Form 10-Q and annual reports on Form 10-K that ACORDA is not satisfying ACORDAwould be required to be filed with the SEC on such forms if Parent or the Company were required to file such reports under the Exchange Act; (2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Company were required to file such reports under the Exchange Act; and (3) in a footnote to Parent’s diligence obligations set forth financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 5.1 (or does not have sufficient information to make such determination4.16(a), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the reports on its obligations thereunderwebsite within the time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.16(a) with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). Within 60 days from receipt Parent and the Company will be deemed to have furnished such reports referred to above to the Trustee and Holders if Parent has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16(a) with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such requesta filing. Neither Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsnotwithstanding the foregoing, the Parties shall meet SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to discuss in the situationpreceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with the SEC. (b) At The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of Parent, which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Board of Directors of Parent has designated any time during such 60-day periodof the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution of such dispute. In such eventfootnotes thereto, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable also in the pharmaceutical industryMD&A, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediatorfinancial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Parent agrees that, shall be shared equally by for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of the PartiesNotes and securities analysts relating to the financial condition and results of operations of Parent, the Company and each Party shall bear its own expenses in such mediationthe Restricted Subsidiaries. (c) IfIn addition, at the end of Company and the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationGuarantors agree that, for so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by the preceding paragraphs, commenced they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended Delivery of such reports, information and documents to provide MAYO the means to reasonably exercise its rights hereunderTrustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Company, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates). (e) Documents filed by us with the SEC via the XXXXX system will be used deemed filed with the Trustee as of the time such documents are filed via XXXXX. Delivery of such reports, information and documents to place unreasonable reporting burdens the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforofficers’ certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, Parent will furnish to the Trustee, within the time periods specified in the Commission’s rules and regulations (including any extensions provided therein) for a filer that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 a “non-accelerated filer” (or does any successor term that provides an entity with the greatest time period for filing periodic reports with the Commission plus five Business Days): (i) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-K and 10-Q (or any successor or comparable forms) if Parent were required to file such reports; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K (or any successor or comparable form) if Parent were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Parent’s certified independent accountants. Notwithstanding the above reporting requirements, Parent shall not be required to disclose to the Trustee (or the Holders of the Notes) any materials for which it has sought and has received (or reasonably expects to receive) confidential treatment from the Commission. All reports filed with the Commission via XXXXX (or any successor system) shall be deemed to have sufficient information been furnished to make the Trustee in accordance with this Section 4.06. Parent will not take any action for the purpose of causing the Commission not to accept any such determination)filings. If, it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsnotwithstanding the foregoing, the Parties shall meet to discuss Commission will not accept Parent’s filings for any reason, Parent will post the situationreports required by this Section 4.06(a) on its website within the time periods described above. (b) At For so long as any Notes remain outstanding, if at any time during such 60-day periodthey are not required to file with the Commission the reports required by Section 4.06(a), either Party may request Parent, the use of a mediator Issuer and the Guarantors will furnish to assist in the resolution of such dispute. In such eventHolders and to securities analysts and prospective investors, both Parties shall try in good faith upon their request, the information required to resolve such dispute by mediation administered by be delivered pursuant to Rule 144A(d)(4) under the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationSecurities Act. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect Notwithstanding anything herein to the period in questioncontrary, Parent will not be deemed to have failed to comply with this Section 4.06 for the purposes of Section 7.01(a)(iv) until 60 days after the proper notice under Section 7.01(a)(iv) has been provided. (d) The foregoing is intended For the avoidance of doubt, any Default or Event of Default resulting from a failure to provide MAYO any report required by this Section 4.06 shall be cured upon the means provision of such report prior to reasonably exercise its rights hereunder, and shall not be used the acceleration of the Notes pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSection 7.02.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDArequired by the SEC’s diligence obligations set forth in Section 5.1 (or does not have sufficient information rules and regulations, so long as any Notes of a Series are outstanding, the Company shall furnish to make such determination), it may request ACORDA to inform MAYO Holders of such efforts as ACORDA, its Affiliates Series or Sublicensees are undertaking cause the Trustee to comply with its obligations thereunder. Within 60 days from receipt furnish to the Holders of Notes of such requestSeries, ACORDA within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall then be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report its efforts to develop and commercialize Licensed Products and, if either Party requestson Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Parties Company shall meet file a copy of each of the reports referred to discuss in clauses (1) and (2) above with the situationSEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the Trustee and Holders of Notes. The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At In addition, the Company and the Guarantors agree that, for so long as any Notes of a Series remain outstanding, at any time during such 60-day periodthey are not required to file the reports required by the preceding paragraphs with the SEC, either Party may request they shall furnish to the use of a mediator to assist in the resolution Holders of such dispute. In such eventSeries and to securities analysts and prospective investors, both Parties shall try in good faith upon their request, the information required to resolve such dispute by mediation administered by be delivered pursuant to Rule 144A(d)(4) under the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationSecurities Act. (c) If, at the end Delivery of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect reports and documents described above to the period in question. (d) The foregoing Trustee is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt of such shall not be used constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to conclusively rely on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforan Officer’s Certificate).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)required by the rules and regulations of the SEC, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual reports that would be required to be filed or furnished with the SEC on Forms 10-Q and 10-K if the Company were required to file or furnish such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; provided that the Company shall meet not be required to discuss file a current report on Form 8-K in connection with the situationconsummation on the Issue Date of the transactions described in the Offering Memorandum. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file or furnish, as applicable, a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At For so long as any Notes remain outstanding, if at any time during such 60-day periodit is not required to file with the SEC the reports required by paragraph (a) of this Section 4.03, either Party may request the use Company will furnish to the Holders of a mediator Notes and prospective investors, upon their request, the information required to assist in be delivered pursuant to Rule 144A(d)(4) under the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationSecurities Act. (c) If, If at any time the end Notes are guaranteed by a direct or indirect parent of the later Company, and such company has complied with the reporting requirements of Section 13 or 15(d) of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationExchange Act, if anyapplicable, commenced pursuant to Section 5.3(b)and has furnished the Holders of Notes, MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy or filed with the diligence obligations set forth in Section 5.1SEC, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the period Securities Act), the Company shall be deemed to be in questioncompliance with the provisions of this Section 4.03. (d) Any information filed with, or furnished to, the SEC shall be deemed to have been made available to the Trustee and the registered Holders of the Notes. The foregoing subsequent filing or making available of any report required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such report within the required time frame. (e) Delivery of such reports, information and documents to the Trustee is intended to provide MAYO for informational purposes only and the means to reasonably exercise its rights hereunder, and Trustee's receipt of such shall not be used constitute constructive notice of any information contained therein, including the Company's compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers' Certificates).

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Company will furnish to MAYO semithe Trustee and the Holders of the Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-annual reportsQ and 10- K if the Company was required to file such Forms, due within 45 days after including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the end financial condition and results of each June and December, summarizing operations of the efforts of ACORDA, its Affiliates Company and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products consolidated Subsidiaries and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO annual information only, a report thereon by the means to reasonably exercise its rights hereunderCompany's certified independent accountants, and shall (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company will be used deemed to place unreasonable reporting burdens on ACORDAhave satisfied such requirements if GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in each case within the applicable time periods, and the Company is not required by the SEC to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by GCL. MAYO may not commence a request Furthermore, the Company will agree that, for so long as any Notes remain outstanding (and regardless of the foregoing immediately preceding sentence), it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information from ACORDA for at least one year after MAYO last commenced a request thereforrequired to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. During (a) Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA so long as any Notes are outstanding, the Company shall deliver furnish to MAYO semi-the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) all quarterly and annual reports, due including financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within 45 days after the end of each June time periods specified in the SEC’s rules and December, summarizing regulations (unless the efforts of ACORDA, SEC will not accept such a filing) and will post the reports on its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to website within those time periods. The Company shall at all times comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationTIA § 314(a). (b) At If, at any time during such 60-day periodthe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, either Party may request the use of a mediator to assist Company will nevertheless continue filing the reports specified in Section 4.03(a) with the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by SEC within the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, time periods specified above unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationa filing. (c) The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, at notwithstanding the end of foregoing, the later of SEC will not accept the 60 day period Company’s filings for any reason, the Company will post the reports referred to in Section 5.3(a4.03(a) or and (b) on its website within the unsuccessful conclusion of time periods that would apply if the mediation, if any, commenced pursuant Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of Notes if (i) the Company has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available, or (ii) the reports are posted and publicly available on the Company’s website. The foregoing Trustee shall have no responsibility to verify that such reports have been filed. (e) Delivery of such reports, information and documents to the Trustee pursuant to this Section is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt thereof shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for which the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforTrustee is entitled to certificates).

Reports. During 4.1 LICENSEE shall provide to LSU a written annual report on or before July 31 of each calendar year. The annual report shall include: reports of progress and of the term amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve (12) months, and plans for the coming year. Each annual report shall be accompanied by the current certificate(s) of insurance in compliance with Paragraph 10.3. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide quarterly reports to LSU. Within thirty (30) days after each ROYALTY PERIOD closes (including the close of the ROYALTY PERIOD immediately following any termination of this Agreement and until the First Commercial Sale of the first Licensed ProductAgreement), ACORDA LICENSEE shall deliver report to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.LSU for that ROYALTY PERIOD: (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO number of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop LICENSED PRODUCTS manufactured and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation.sold by LICENSEE and all SUBLICENSEES; (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute total xxxxxxxx for LICENSED PRODUCTS sold by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience LICENSEE and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation.all SUBLICENSEES; (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) accounting for all LICENSED PROCESSES used or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question.sold by LICENSEE and all SUBLICENSEES; (d) The foregoing is intended deductions applicable as provided in the definition for NET SALES in Paragraph 1.6; (e) any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c); (f) total running royalties due; and (g) names and addresses of all SUBLICENSEES. 4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to provide MAYO the means to reasonably exercise its rights hereunderpermit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall not be used require SUBLICENSEES to place unreasonable reporting burdens on ACORDAconsistently employ, the system when rendering invoices thereon. MAYO may not commence a request On request, LICENSEE shall promptly explain to LSU, or its auditors, all details reasonably necessary to understand such nomenclature system, all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the foregoing information computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (1) open such records for inspection upon reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due; and (2) retain such records for six (6) years from ACORDA date of origination. The terms of this Article shall survive any termination of this Agreement. LSU is responsible for at least one year after MAYO last commenced a request thereforall expenses of such inspection, except that if any inspection reveals an underpayment greater than five percent (5%) of the amounts due LSU for any ROYALTY PERIOD, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to LSU within twenty (20) days of written notice thereof. LICENSEE shall also reimburse LSU for reasonable expenses required to collect any amount underpaid.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed ProductTerm hereof beginning on Project Completion, ACORDA shall deliver to MAYO semi-annual reports, due within 45 thirty (30) days after the end of each June first, second and December, summarizing the efforts third fiscal quarter of ACORDA, its Affiliates Licensee and its Sublicensees to develop and commercialize Licensed Products. within sixty (a60) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later fourth fiscal quarter of Licensee, Licensee shall provide to SAIC a Quarterly Financial Statement and report of all Revenues in support of the 60 day period referred to payment calculation. Such report is due even if no amount is payable. For sake of clarity and not by way of limitation, if Revenues are received by Licensee in a form other than cash, the applicable Revenue will be the monetary equivalent or fair market value of the non-cash consideration. Licensee shall issue one final report in the event Licensee pays the maximum amount of payments due as set out in Section 5.3(a7.3. Licensee shall also provide to SAIC the Audited Financial Statements within fifteen (15) days of Licensee’s receipt of same from the certified public accountants. Notwithstanding anything to the contrary contained herein, in the event Licensee becomes a reporting company under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the obligations of Licensee to disclose the information herein to SAIC shall be modified to the extent necessary for Licensee to be in compliance with the Exchange Act, and all rules and regulations promulgated thereunder, including without limitation adjusting the time periods of disclosure so that Licensee is not obligated to disclose the information set forth herein to SAIC any sooner than it is required to disclose similar information to the Securities and Exchange Commission or the unsuccessful conclusion public. If any Audited Financial Statements demonstrates that Licensee has underpaid its royalty for that fiscal year, Licensee shall remit payment in the amount of such deficiency within thirty (30) days of Licensee’s receipt of the mediationAudited Financial Statement. If any Audited Financial Statements demonstrate that the Licensee has overpaid its royalty for that year, if anythen, commenced pursuant to Section 5.3(b)so long as the Maximum Amount has not been reached, MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator SAIC shall be whether ACORDA is exercising sufficient efforts entitled to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect retain those funds to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, extent that it can and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for credit them against the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforMinimum Royalty and Maximum Amount.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDArequired by the Commission’s diligence obligations set forth in Section 5.1 (or does not have sufficient information rules and regulations, so long as any Securities of a series are outstanding, the Issuers will furnish to make such determination), it may request ACORDA to inform MAYO the Holders of Securities of such efforts as ACORDAseries and the Trustee, its Affiliates within the time periods specified in the Commission’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such reports; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. The Issuers shall be deemed to have furnished such reports to the Trustee and the Holders of Securities of any series if the Issuers have filed such information or Sublicensees reports with the Commission via the XXXXX filing system and such information or reports are undertaking publicly available. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to comply with its obligations thereundersuch reports. Within 60 days from receipt of such request, ACORDA shall then Each annual report its efforts to develop and commercialize Licensed Products and, if either Party requestson Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Parties shall meet Issuers will file a copy of each of the reports referred to discuss in clauses (1) and (2) above with the situationCommission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (b) At If Suburban Propane has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the Parties, financial condition and each Party shall bear its own expenses in such mediation. (c) If, at the end results of operations of the later Unrestricted Subsidiaries of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSuburban Propane. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Each of Parent and its Subsidiaries and BFTL and its Subsidiaries shall file all reports required to be filed by it with Regulatory Authorities between the term date of this Agreement and until the First Commercial Sale Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. BFTL and its Subsidiaries shall also make available to Parent monthly financial statements and quarterly call reports. The financial statements of Parent and BFTL, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the first Licensed Productentity filing such statements as of the dates indicated and the consolidated results of operations, ACORDA shall deliver to MAYO semi-annual reportschanges in shareholders’ equity, due within 45 days after and cash flows for the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall periods then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such rules. The Parties agree reports of Parent filed under the Exchange Act will comply in all material respects with the Securities Laws and will not contain any untrue statement of a material fact or omit to submit state a material fact required to one day of mediation be stated therein or necessary in order to take place within 30 days after make the selection of such mediatorstatements therein, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees in light of the mediatorcircumstances under which they were made, not misleading. Any Parent financial statements contained in any reports to any Regulatory Authority other than the SEC shall be shared equally by prepared in accordance with the PartiesLaws applicable to such reports. As of their respective dates, such reports of BFTL filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and each Party shall bear its own expenses will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in such mediation. (c) Iforder to make the statements therein, at the end in light of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationcircumstances under which they were made, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionmisleading. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During (a) Within ten (10) days following the term final business day of each month, Manager will submit to Owner’s Agent a report showing Revenues for the previous month, Operating Expenses for the previous month, the estimated Management Fee due to Manager for the previous month, and the estimated Net Distribution to Owner due with respect to the previous month, calculated separately for each Pool of Containers and Original Containers then covered under this Agreement and/or the Initial Management Agreement. The report required hereunder shall precede the monthly remittance from Manager to Owner contemplated under Section 9(b) of this Agreement Agreement, and until the First Commercial Sale figures contained therein shall be subject to adjustment pursuant to the quarterly adjustment provisions of the first Licensed Product, ACORDA shall deliver to MAYO semisubsection 9(b) of this Agreement. (b) Not later than forty-annual reports, due within 45 five (45) days after the end of each June and Decemberevery calendar quarter, summarizing Manager will furnish to Owner’s Agent at Manager’s expense, a reconciliation of all the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in calculations included under Section 5.1 (or does not have sufficient information to make such determination4(b), it may request ACORDA Section 7, and Section 9 with respect to inform MAYO accounts receivable and accounts payable balances at quarter-end for all Containers, and an unaudited statement of operations and operating statistics relative to Manager’s compliance with Section 4(b)(i), all in form acceptable to Owner, said statement of operations and operating statistics to be with respect to the Containers and also with respect to all containers in Manager’s Fleet of the same Container Types as the Containers, for such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop period and commercialize Licensed Products and, if either Party requests, for all the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist preceding quarterly periods in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rulescalendar year. The Parties agree to submit to one day aforesaid reconciliations will be provided both on separate basis for each Pool of mediation to take place within 30 days after Containers and Original Containers then covered under this Agreement and/or the selection Initial Management Agreement and on an aggregated basis for all Pools of such mediator, unless Containers and Original Containers then covered under this Agreement and/or the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationInitial Management Agreement. (c) IfNot later than ninety (90) days after the close of each calendar year, Manager will deliver to Owner’s Agent a report prepared by a firm of independent certified public accountants as to their review (which review will not constitute, and is not intended to be the equivalent of, an audit of the operations of Manager’s Fleet), prepared (at the expense of Owner) with respect to accounts receivable and accounts payable balances at year-end for all Containers, of the later operations of the 60 day period referred to in Section 5.3(a) or Containers and the unsuccessful conclusion correctness of the mediation, if any, commenced computations made by Manager pursuant to Section 5.3(b4(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Section 7, and Section 9 for the diligence obligations set forth immediately preceding calendar year and the conformity of the procedures followed by Manager in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate connection with such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect computations to the period in questionobligations and duties of Manager under this Agreement. (d) Owner shall have the reasonable right to approve the selection of the firm of independent certified public accountants that prepare the review described in Section 11(c) above. The foregoing current firm used by Manager is intended KPMG Peat Marwick which Owner hereby approves. Further, if Owner wishes to provide MAYO have an audit instead of a review, Owner shall pay the means to reasonably exercise its rights hereunderincremental cost thereof, and Manager shall not be used cooperate fully in said audit. (e) If Owner should utilize the Containers as collateral for a Debt Financing, Manager will furnish to place unreasonable reporting burdens Owner’s lender(s), if so requested by Owner, and to Owner and Owner’s Agent on ACORDA. MAYO may not commence a request for the foregoing monthly basis, such other information from ACORDA for at least one year after MAYO last commenced a request thereforas Manager generally provides to owners of containers managed by it.

Reports. During Provider shall prepare and provide to the term of this Agreement and until Board any operational information which the First Commercial Sale of Board may request from time to time, including any information needed to assist the first Licensed ProductBoard in complying with any reporting obligations or contractual requirements imposed by the VA or any other regulatory entity. In addition, ACORDA Provider shall deliver to MAYO semi-annual reports, due within 45 file Financial Reports in accordance with the following guidelines: (a) Within thirty (30) calendar days after the end of each June calendar month, Provider shall provide the Board with an unaudited balance sheet and Decemberan unaudited statement of income and expenses for such month relating to the operation of the Veterans Cemetery, summarizing dated the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO last day of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products month; and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to Within one day of mediation to take place within 30 hundred fifty (150) calendar days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later fiscal year of the 60 day period referred Veterans Cemetery, Provider shall provide the Board with combined audited financial statements from an auditor acceptable to in Section 5.3(aBoard, including: (i) or the unsuccessful conclusion a balance sheet of the mediationVeterans Cemetery dated the last day of said fiscal year; and (ii) a statement of income and expense for the year then ended relating to the operation of the Veterans Cemetery; and (iii) a statement of cash flows for the year then ended for the Veterans Cemetery; and (iv) audit adjustments reconciling audited annual financial statements to unaudited monthly financial statements previously provided by Provider. The balance sheet and statement of income and expense shall include columns setting forth the applicable amounts for the prior fiscal year, if any, commenced comparing data reported pursuant to Section 5.3(b7.04(b), MAYO still believes above, to such prior year’s data (if applicable) as well as to the budget developed for that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1same year. In this connection, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator all such reports shall be whether ACORDA is exercising sufficient efforts prepared on forms reasonably acceptable to satisfy the diligence obligations set forth Board and Provider, and all statements and reports shall be prepared on an accrual basis, in Section 5.1accordance with GAAP, consistently applied. If MAYO fails As additional support to initiate such arbitration reporting information required under this Contract, Provider shall, at the Board’s request, provide to the Board, within five (5) working days of the Board’s request, access to and/or copies of: (i) all bank statements and reconciliations; and (ii) detailed cash receipts and disbursement records; and (iii) general ledger listing; and (iv) summaries of adjusting journal entries; and (v) copies of all paid bills; and (vi) any other supporting documentation the Board may reasonably request within such 30 day period, MAYO shall have no further right reasonable time as not to dispute ACORDAimpair the performance of Provider’s efforts to satisfy its diligence obligations with respect to the period in questionfunctions under this Contract. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA so long as any Notes are outstanding, the Company shall deliver furnish to MAYO semithe Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual reportsreport on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, due within 45 days after the end Company shall file a copy of each June of the reports referred to in clauses (1) and December, summarizing (2) above with the efforts of ACORDA, its Affiliates SEC for public availability within the time periods specified in the rules and its Sublicensees regulations applicable to develop and commercialize Licensed Products. such reports (aunless the SEC will not accept such a filing) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during SEC will not accept such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediatorfiling, shall be shared equally by post the Parties, and each Party shall bear reports on its own expenses in such mediation. (c) website within those time periods. If, at any time, the end Company is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company shall post the reports referred to in Section 5.3(a) or the unsuccessful conclusion of preceding paragraphs on its website within the mediationtime periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company agrees that, for so long as any Notes remain outstanding, if anyat any time it is not required to file with the SEC the reports required by the preceding paragraphs, commenced it shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes and the Trustee within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is not satisfying ACORDAwould be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; provided, however that, solely for the fiscal quarter ending September 30, 2009, in lieu of a full quarterly report, the Company may instead furnish the quarterly financial information required under Item 1 (“Financial Statements”) and Item 2 (“Management’s diligence obligations set forth in Section 5.1 Discussion and Analysis of Financial Condition and Results of Operations”) of Part I of Form 10-Q; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or does not have sufficient information its successor) will be deemed to make satisfy the Company’s delivery obligation. All such determination)reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, it may request ACORDA to inform MAYO following the consummation of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Offer contemplated by the Registration Rights Agreement, the Parties shall meet Company will file a copy of each of the reports referred to discuss in clauses (1) and (2) of this Section 4.03(a) with the situationSEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such filing). (b) At If, at any time during after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in clauses (1) and (2) of Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such 60-day perioda filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, either Party may request notwithstanding the use of a mediator foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to assist in the resolution preceding clauses (1) and (2) of such dispute. In such event, both Parties shall try in good faith Section 4.03(a) on its website within the time periods that would apply if the Company were required to resolve such dispute by mediation administered by file those reports with the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationSEC. (c) If, at If the end Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary has net assets in excess of $5.0 million and stockholders’ equity in excess of 5.0% of the later Company’s consolidated stockholders’ equity, then the quarterly and annual financial information required by clauses (1) and (2) of Section 4.03(a) will include a reasonably detailed presentation, either on the face of the 60 day period referred to financial statements or in Section 5.3(a) or the unsuccessful conclusion footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy financial condition and results of operations of the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before Company and its Restricted Subsidiaries separate from the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy financial condition and results of operations of the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to Unrestricted Subsidiaries of the period in questionCompany. (d) The foregoing Company agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of Notes relating to the financial condition and results of operations of the Company and its Subsidiaries. (e) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is intended not required to provide MAYO file with the means SEC the reports required by this Section 4.03, it will furnish to reasonably exercise its rights hereunderthe Trustee, Holders of Notes and shall not to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for Rule 144A(d)(4) under the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSecurities Act.

Reports. During 4.1 Until the term FIRST COMMERCIAL SALE, by July 31 of this Agreement each year LICENSEE shall provide to MICHIGAN a written annual report that includes reports on progress since the prior annual report and until general future plans regarding: research and development, regulatory approvals, manufacturing, sublicensing, marketing and SALES. Further, LICENSEE shall specifically report to MICHIGAN the First Commercial Sale FIRST COMMERCIAL SALE within sixty (60) days thereafter, and provide a brief description of the first Licensed Productproducts or services subject of the FIRST COMMERCIAL SALE, ACORDA and terms thereof. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall deliver to MAYO provide semi-annual reportsreports to MICHIGAN. Specifically, due within 45 days after as of the end of each June ROYALTY PERIOD (and Decemberdelivered within sixty (60) days after such ROYALTY PERIOD closes, summarizing including the efforts close of ACORDAthe ROYALTY PERIOD immediately following any termination of this Agreement), its Affiliates and its Sublicensees LICENSEE shall report to develop and commercialize Licensed Products.MICHIGAN for the applicable ROYALTY PERIOD: (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (number of LICENSED PRODUCTS sold, leased, or does not have sufficient information to make such determination)distributed, it may request ACORDA to inform MAYO of such efforts as ACORDAhowever characterized, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop by LICENSEE and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationeach SUBLICENSEE. (b) At any time during such 60-day periodNET SALES, either Party may request excluding the use deductions provided therefor, of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute LICENSED PRODUCTS SOLD by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience LICENSEE and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationall SUBLICENSEES. (c) Ifa description and accounting for all LICENSED PROCESSES SOLD, at by LICENSEE and all SUBLICENSEES included in NET SALES, excluding the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questiondeductions therefor. (d) The foregoing deductions applicable as provided in the definition for NET SALES above, and an explanation of the rationale(s) therefor. (e) Sublicense Fees due on payments from SUBLICENSEES under Paragraph 3.1 above, including supporting figures. (f) foreign currency conversion rate and calculations (if applicable) and total royalties due. (g) each milestone under Article 3 or Article 5 having a deadline during the ROYALTY PERIOD, and a specific identification of whether or not it was achieved. (h) for each sublicense or amendment thereto completed in the particular ROYALTY PERIOD (including agreements under which LICENSEE will have LICENSED PRODUCTS made by a third party): names, addresses, and U.S.P.T.O. Entity Status (as discussed in Paragraph 4.5) of such SUBLICENSEE; the date of each agreement and amendment; the territory of the sublicense; the scope of the sublicense; and the nature, timing and amounts of all fees, royalties to be paid thereunder. (i) progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and SALES, and general plans for the future. (j) the date of first SALE of LICENSED PRODUCTS (or results of LICENSED PROCESSES) in each country and the circumstances thereof. LICENSEE shall include the amount of all payments due, and the various calculations used to arrive at those amounts, including the quantity, description (nomenclature and type designation as described in Paragraph 4.3 below), country of manufacture and country of SALE or use of LICENSED PRODUCTS and LICENSED PROCESSES. If no payment is intended due, LICENSEE shall so report to MICHIGAN that no payment is due. Failure to provide MAYO the means reports as required under this Article 4 shall be a material breach of this Agreement. LICENSEE agrees to reasonably exercise its rights hereundercooperate with MICHIGAN regarding any questions it may have relating to compliance with this Agreement, for example to discuss the information in reports. 4.3 LICENSEE shall promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to permit identification and segregation of various types where necessary, and shall not be used require the same of SUBLICENSEES. 4.4 LICENSEE shall keep, and shall require SUBLICENSEES to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request keep, true and accurate records containing data reasonably required for the foregoing computation and verification of payments due under this Agreement. LICENSEE shall and it shall require all SUBLICENSEES and those making LICENSED PRODUCTS to: (a) open such records for inspection upon reasonable notice during business hours, and no more than once per year, at MICHIGAN’s sole expense, by either MICHIGAN auditor(s) or an independent certified accountant selected by MICHIGAN and reasonably acceptable to LICENSEE, for the purpose of verifying the amount of payments due, and shall provide information to MICHIGAN to facilitate such inspection; and (b) retain such records for six (6) years from ACORDA date of origination. The terms of this Article shall survive any termination of this Agreement. MICHIGAN is responsible for at least one year after MAYO last commenced all expenses of such inspection, except that if any inspection reveals an underpayment greater than [XXX] of royalties due MICHIGAN, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to MICHIGAN within thirty (30) days of written notice thereof. LICENSEE shall also reimburse MICHIGAN for reasonable expenses required to collect the amount underpaid. 4.5 So that MICHIGAN may pay the proper U.S. Patent and Trademark Office fees relating to the PATENT RIGHTS, if LICENSEE, any AFFILIATE, or any SUBLICENSEE (including optionees) does not quality as a request therefor“Small Entity” under U.S. patent laws, LICENSEE shall notify MICHIGAN immediately. The parties understand that the changes to LICENSEE’s, AFFILIATE’s, SUBLICENSEE’s, or optionees’ businesses that might affect entity status include: acquisitions, mergers, hiring of a total of more than 500 total employees, sublicense agreements, and sublicense options.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations AMBION shall provide quarterly reports of NET SALES and EXCLUSIVE NET SALES to ROSETTA, and shall be divided to NET SALES and EXCLUSIVE NET SALES in the US and outside the US. Exchange rates related to calculation of the Royalties pertaining to NET SALES and EXCLUSIVE NET SALES outside the US shall be determined according to the principles set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO Annex G of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationthis Agreement. (b) At AMBION shall maintain complete and accurate records of all NET SALES and EXCLUSIVE NET SALES and any time during amounts payable to ROSETTA in relation to the same. AMBION shall retain such 60-day records relating to a given Calendar Quarter for at least three (3) years after the conclusion of that Calendar Quarter. During such three (3) year period, either Party may request ROSETTA shall have the use of a mediator right, at ROSETTA’s expense, to assist in the resolution of such dispute. In such eventcause an independent, both Parties shall try in good faith nationally-recognized, certified public accountant reasonably acceptable to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules AMBION, who is bound by a single mediatorsuitable confidentiality arrangement with AMBION, who to inspect AMBION’s and the relevant Affiliates’ records relating to NET SALES and EXCLUSIVE NET SALES during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such public accountant will only report to ROSETTA whether or not AMBION is in compliance with its obligations under this Agreement and shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rulesnot disclose or report to ROSETTA any other information or data to which it has access as part of this examination. The Parties agree to submit to one day of mediation to take place parties shall reconcile any underpayment or overpayment within 30 thirty (30) days after the selection accountant delivers the results of the audit. ROSETTA may exercise its rights under this Section only once every year and only with thirty (30) days prior notice to AMBION. Notwithstanding the aforesaid, in the event that any inspection as aforesaid reveals any underpayment by AMBION to ROSETTA in respect of any year in an amount exceeding [***]% ([***] percent) of the amount actually paid by AMBION to ROSETTA in respect of such mediatoryear, unless then AMBION shall (in addition to paying ROSETTA the Parties otherwise agree. The shortfall), bear the costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationinspection. (c) IfRoyalties payable hereunder shall be made without any deductions, at except for withholding tax or any other fiscal deductions from time to time required by the end government of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationany country. Withholding tax, if any, commenced pursuant levied by a government of any country of the on payments made by AMBION to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient ROSETTA hereunder or any part thereof according to the relevant law shall be borne by ROSETTA. AMBION will pay such withholding tax to the respective taxing authorities and will deduct such amount from the royalty due to ROSETTA. AMBION shall use its best efforts to satisfy the diligence obligations set forth enable ROSETTA to claim exception there from under any double taxation or similar agreement in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, force and shall not be used produce to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.ROSETTA proper evidence of payments of all withholding taxes,

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is would be required to be filed with the SEC on Forms 10-Q and 10-K (beginning with a Form 10-K for the year ending December 31, 2006, which Form 10-K need not satisfying ACORDAbe filed with the SEC or furnished to Holders until April 15, 2007) if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the Exchange Act applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s diligence obligations set forth consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in Section 5.1 clauses (or does 1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not have sufficient information to accept such a filing) and will make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 314(a). Notwithstanding the foregoing, the Company will not be required to file or furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K, except to the extent the rules and regulations of the SEC actually require it to do so. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In the event that Parent or any other direct or indirect parent company of the Company is or becomes a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations thereunder. Within 60 days from receipt in this Section 4.03 by filing and furnishing reports relating to Parent or such other direct or indirect parent company in lieu of reports relating to the Company; provided, however, that such requestreports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other direct or indirect parent company and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, ACORDA shall then report its efforts on the one hand, and the information relating to develop and commercialize Licensed Products and, if either Party requeststhe Company, the Parties shall meet to discuss Guarantors and the situationother Restricted Subsidiaries of the Company on a standalone basis, on the other hand. (b) At For so long as any Notes remain outstanding, if at any time during such 60-day periodthe Company and the Guarantors are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, either Party may request the use of a mediator Company and the Guarantors will furnish to assist in the resolution of such dispute. In such eventHolders and to securities analysts and prospective investors, both Parties shall try in good faith upon their request, the information required to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During 4.1 Until the term FIRST COMMERCIAL SALE, LICENSEE shall provide to LSU a written annual report on or before July 31st of this Agreement each calendar year. The annual report shall include: reports of progress and until on the First Commercial Sale amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the first Licensed Productpreceding twelve (12) months, ACORDA and plans for the coming year. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall deliver to MAYO provide semi-annual reportsreports to LSU. By each July 31st and January 31st (i.e. within one month after each ROYALTY PERIOD closes, due within 45 days after including the end close of each June and Decemberthe ROYALTY PERIOD immediately following any termination of this Agreement), summarizing the efforts of ACORDA, its Affiliates and its Sublicensees LICENSEE shall report to develop and commercialize Licensed Products.LSU for that ROYALTY PERIOD: (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO number of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt END USER licenses and number of such request, ACORDA shall then report its efforts to develop the PROGRAM and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation.DERIVATIVE WORKS licensed by LICENSEE and all SUBLICENSEES; (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute total xxxxxxxx for END USER licenses by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience LICENSEE and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation.all SUBLICENSEES; (c) Ifcomputation of NET SALES, at the end showing detailed, self-explanatory calculations of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question.allowed exclusions; (d) The foregoing amounts due under each of the subparagraphs in Paragraph 3.1 above, with detailed calculations explaining same; (e) names and addresses of all SUBLICENSEES; (f) a copy of each SUBLICENSE or amendment thereto completed in the prior six- month period, if not previously submitted as required under Article 6.2; and (g) a description of each milestone achieved under Article 3 or Article 5, and also specifying any milestone that was due during the ROYALTY PERIOD but that was not achieved. These reports shall specify the quantity, description (nomenclature and type designation as described in Paragraph 4.3 below), country of production, and country of distribution, sale, or license. If no payment is intended due, LICENSEE shall so report to LSU. LICENSEE shall direct its authorized representative to certify that reports required hereunder are correct to the best of LICENSEE's knowledge and information. Failure to provide MAYO reports as required under this Article shall be a material breach of this Agreement. 4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for the means PROGRAMS and DERIVATIVE WORKS to reasonably exercise its rights hereunderpermit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall not be used require SUBLICENSEES to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request consistently employ, the system when rendering invoices thereon and shall inform LSU, or its auditors, when requested, as to the details concerning such nomenclature system, and all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the foregoing information computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (a) open such records for inspection upon reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due; and (b) retain such records for six (6) years from ACORDA date of origination. The provisions of this Article shall survive any termination of this Agreement. LSU is responsible for at least all expenses of such inspection, except that if any inspection reveals an underpayment greater than five percent (5%) of royalties due LSU for any ROYALTY PERIOD, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to LSU within twenty-one year after MAYO last commenced a request therefor(21) days of written notice. LICENSEE shall also reimburse LSU for reasonable expenses incurred to collect the amount underpaid.

Reports. During (a) The Company shall furnish a report each quarter, to the term of this Agreement and until Minister, the First Commercial Sale Head of the first Licensed ProductInspectorate Division of the Minerals Commission, ACORDA the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey, in such forms as may from time to time be approved by the Minister, regarding the quantities of gold and silver won in that quarter, quantities sold, the revenue received and royalties payable for that quarter and such other information as may be required. Such reports shall deliver to MAYO semi-annual reports, due within 45 be submitted not later than thirty (30) days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationquarter. (b) At any The Company shall furnish a report each half-year to the Minister, the Chief Inspector of Mines of the Inspectorate Division, Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey in such form as may from time during such 60-day period, either Party may request to time be approved by the use Minister summarising the results of a mediator to assist its operations in the resolution of such dispute. In such event, both Parties shall try in good faith Lease Area during the half-year and records to resolve such dispute by mediation administered be kept by the American Arbitration Association under its Commercial Mediation Rules Company pursuant to paragraphs 14, 15 and 16 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Company in that half-year and a single mediator, who plan upon a scale approved by the Head of the Inspectorate Division of the Minerals Commission showing dredging areas and mine workings. Such reports shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 submitted not later than forty (40) days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationhalf-year to which they relate. (c) IfThe Company shall furnish a report each Financial Year in such form as may from time to time be approved by the Minister to the Head of the Inspectorate Division of the Minerals Commission, at the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey Department summarising the results of its operations in the Lease Area during that Financial Year and the records required to be kept by the Company pursuant to paragraphs 14, 15, and 16 hereof. Each such report shall include a description of the proposed operations for the following year with an estimate of the production and revenue to be obtained therefrom. Such reports shall be submitted not later than sixty (60) days after the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questioneach Financial Year. (d) The foregoing is intended Company shall furnish the Minister, the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey not later than three (3) months after the expiration or termination of this Agreement, with a report giving an account of the geology of the Lease Area including the stratigraphic and structural conditions, together with a geological map on a scale prescribed in the Mining Regulations. (e) The Company shall furnish the Minister and the Chief Executive of the Minerals Commission, with a report of the particulars of any proposed alteration to provide MAYO its regulations. The Company shall also furnish the means Minister and the Chief Executive of the Minerals Commission with a report on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to reasonably exercise the Stated Capital of the Company. All such reports shall be in such form as the Minister may require and shall be submitted not less than twenty-one (21) days (or such lesser period as the Minister may agree) in advance of any proposed alteration, fresh issue or borrowing, as the case may be. (f) The Company shall, not later than 180 days after the end of each Financial Year, furnish the Minister and the Chief Executive of the Minerals Commission with a copy each of its rights hereunderannual financial reports including a balance sheet, profit and loss account, and all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Ghana Institute of Chartered Accountants. Such certificate shall not be used in any way imply acceptance of such reports by the Government or preclude the Government from auditing the Company’s books of account. (g) The Company shall furnish the Minister, the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey with such other reports and information concerning its operations as they may from time to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefortime reasonably require.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports: provided, however, that the availability of the foregoing materials on the SEC’s XXXXX service or on the Company’s website shall be deemed to satisfy the Company’s delivery obligations under this Section 4.03(a). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to accept such a filing) and will make such determination), it may request ACORDA information available to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to securities analysts and prospective investors upon request. The Company will at all times comply with its obligations thereunderTIA § 3.14(a). Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsIf at any time, the Parties shall meet Company is no longer subject to discuss the situationperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company Delivery of such dispute. In such eventreports, both Parties shall try in good faith information and documents to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience Trustee pursuant to this Section 4.03 is for informational purposes only and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection Trustee’s receipt of such mediator, unless the Parties otherwise agree. The costs shall not constitute constructive notice of any such mediationinformation contained therein or determinable from information contained therein, including administrative fees and fees the Company’s compliance with any of its covenants hereunder (as to which the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationTrustee is entitled to rely exclusively on an Officer’s Certificate). (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS 9.01 Prior to signing this AGREEMENT, LICENSEE has provided to PHS the term COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which LICENSEE intends to bring the subject matter of the LICENSED PATENT RIGHTS to the point of PRACTICAL APPLICATION. This COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by reference into this AGREEMENT Based on this plan, performance BENCHMARKS are determined as specified in Appendix E. 9.02 LICENSEE shall provide written annual reports on its product development progress or efforts to commercialize under the COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF USE within sixty (60) days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacturing, marketing, importing, and sales during the preceding calendar year, as well as plans for the present calendar year. PHS also encourages these reports to include information on any of LICENSEE's public service activities that relate to the LICENSED PATENT RIGHTS. If reported progress differs from that projected in the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS, LICENSEE shall explain the reasons for such differences. In any such annual report, LICENSEE may propose amendments to the COMMERCIAL DEVELOPMENT PLAN, acceptance of which by PHS may not be denied unreasonably. LICENSEE agrees to provide any additional information reasonably required by PHS to evaluate LICENSEE's performance under this AGREEMENT. LICENSEE may amend the BENCHMARKS at any time upon written consent by PHS. PHS shall not unreasonably withhold approval of any request of LICENSEE to extend the time periods of this Agreement schedule if such request is supported by a reasonable showing by LICENSEE of diligence in its performance under the COMMERCIAL DEVELOPMENT PLAN and until toward bringing the First Commercial Sale LICENSED PRODUCTS to the point of PRACTICAL APPLICATION. 9.03 LICENSEE shall report to PHS the dates for achieving BENCHMARKS specified in Appendix E and the FIRST COMMERCIAL SALE in each country in the LICENSED TERRITORY within thirty (30) days of such occurrences. 9.04 Beginning after the first commercial sale, LICENSEE shall submit to PHS within sixty (60) days after each calendar half-year ending June 30 and December 31 a royalty report setting forth for the preceding half-year period the amount of the first Licensed ProductLICENSED PRODUCTS sold or LICENSED PROCESSES practiced by or on behalf of LICENSEE in each country within the LICENSED TERRITORY, ACORDA the NET SALES, and the amount of royalty accordingly due. With each such royalty report, LICENSEE shall deliver submit payment of the earned royalties due. If no earned royalties are due to MAYO semi-annual reportsPHS for any reporting period, due within 45 days after the end written report shall so state. The royalty report shall be certified as correct by an authorized officer of each June LICENSEE and December, summarizing the efforts shall include a detailed listing of ACORDA, its Affiliates and its Sublicensees all deductions made under Paragraph 2.10 to develop and commercialize Licensed Productsdetermine NET SALES made under Article 6 to determine royalties due. (a) If MAYO reasonably believes 9.05 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that ACORDA the payment is not satisfying ACORDA’s diligence obligations set forth due. All checks and bank drafts shall be drawn on United States banks and shall be payable, as appropriate, to "NIH/Patent Licensing." All such payments shall be sent to the following address: NIH, X.X. Xxx 000000, Xxxxxxxxxx, XX 00000-0000. Any loss of exchange, value, taxes, or other expenses incurred in Section 5.1 (the transfer or does not have sufficient information conversion to make U.S. dollars shall be paid entirely by LICENSEE. The royalty report required by Paragraph 9.04 of this AGREEMENT shall accompany each such determination)payment, it may request ACORDA to inform MAYO and a copy of such efforts as ACORDA, report shall also be mailed to PHS at its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt address for notices indicated on the Signature Page of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationthis AGREEMENT. (b) At 9.06 LICENSEE shall be solely responsible for determining if any time during tax on royalty income is owed by LICENSEE outside the United States and shall pay any such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience tax and be knowledgeable in responsible for all filings with appropriate agencies of foreign governments. Any foreign tax credits received relative to such payments are for the pharmaceutical industry, appointed account of LICENSEE. 9.07 Interest and penalties may be assessed by PHS on any overdue payments in accordance with such rulesthe Federal Debt Collection Act. The Parties agree to submit to one day of mediation to take place within 30 days after the selection payment of such mediator, unless late charges shall not prevent PHS from exercising any other rights it may have as a consequence of the Parties otherwise agree. The costs lateness of any payment. 9.08 All plans and reports required by this Article 9 and marked "confidential" by LICENSEE shall, to the extent permitted by law, be treated by PHS as commercial and financial information obtained from a person and as privileged and confidential, and any proposed disclosure of such mediationrecords by the PHS under the Freedom of Information Act (FOIA), including administrative fees and fees of the mediator, 5 U.S.C. Section 552 shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect subject to the period in questionpredisclosure notification requirements of 45 CFR Section 5.65(d). (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During The Supplier shall provide UNFPA with reports upon request on the term volume of orders, and sales per country and information in tracking the progress of each order showing production status, expected delivery (FOB) date, pre-shipment inspection date, ETD, ETA, ATD and ATA. STOCKS [DELETE IF NOT RELEVANT] The Supplier shall maintain a stock or make other arrangements at its own risk and cost in order to ensure timely delivery. The Supplier shall ensure that products manufactured for specific Purchase Orders are from a continuous manufacturing batch. The Supplier is not to break up orders unless expressly confirmed by UNFPA. Each Purchase Order shall contain individual order instructions. For Stockholding, if applicable, the Supplier shall provide monthly stock reports certifying clear title of UNFPA to the Goods. For Emergency Stockholding or Global Contraceptive Commodity Programme (GCCP), if applicable, the Supplier shall ensure that goods are delivered to freight forwarder within two days of order placement. INSPECTION AND TESTING [DELETE IF NOT RELEVANT] UNFPA may request for a full QA inspection of product samples under this Agreement and until at the First Commercial Sale Supplier’s site at any point in time during the course of the first Licensed ProductAgreement, ACORDA including any extension period. The Suppliers shall deliver grant UNFPA, or its authorized inspection agent, access to MAYO semi-annual reportstheir facilities at all reasonable times to inspect the product samples, due within 45 days after warehouses, processes for its internal quality control, quality assurance and packing of the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA Goods. The Supplier is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information expected to make available all the product samples, calibrated testing equipment/apparatus accompanied by calibration certificates and the loading materials required by the Inspector. The Supplier shall provide reasonable assistance to the Inspector for such determination)appraisal, it may request ACORDA including assistance in installation and setting up of the product samples for inspection. UNFPA reserves the right to inform MAYO cancel any items under this Agreement which do not pass the full QA inspection. The Supplier has the responsibility to take into account the additional quantity of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking the Goods required by sampling and testing in order to comply with its obligations thereunder. Within 60 days from receipt ensure that the quantity of such request, ACORDA shall then report its efforts the Goods shipped is in accordance to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use quantity of a mediator to assist Goods stated in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationPurchase Order. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided, however, that the Company will not satisfying ACORDAbe required to provide any financial information pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act. Each annual report on Form 10-K will include a report on the Company’s diligence obligations set forth consolidated financial statements by the Company’s certified independent accountants. Notwithstanding the foregoing, the availability of the reports referred to in Section 5.1 clauses (1) and (2) above on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (or does not have sufficient information any successor system) and the Company’s website within the time periods specified in the rules and regulations applicable to make such determination), it may request ACORDA reports will be deemed to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, satisfy the Parties shall meet to discuss the situationCompany’s delivery obligation. (b) At If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in Section 4.03(a) hereof with the SEC within the time during periods specified above unless the SEC will not accept such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rulesfiling. The Parties agree Company will not take any action for the purpose of causing the SEC not to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of accept any such mediationfilings. If, including administrative fees and fees of notwithstanding the mediatorforegoing, shall be shared equally by the PartiesSEC will not accept the Company’s filings for any reason, and each Party shall bear the Company will post the reports referred to in Section 4.03(a) hereof on its own expenses in such mediationwebsite within the time periods that would apply if the Company were required to file those reports with the SEC. (c) IfIn addition, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationCompany agrees that, for so long as any Notes remain outstanding, if anyat any time the Company is not required to file with the SEC the reports required by Section 4.03(a) hereof, commenced the Company will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not the term Company or any Guarantor is subject to the reporting requirements of this Agreement and until the First Commercial Sale Section 13 or 15(d) of the first Licensed ProductExchange Act, ACORDA the Company and JCC Holding shall deliver file (which filing may be on a consolidated basis) with the SEC (to MAYO semi-the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the SEC (the "Required Filing Date"), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or JCC Holding, as applicable, were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants as such would be required in such reports to the SEC and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the Contingent Payments made, if any, the Contingent Payment Accrual amount, if any, and the Company's Consolidated EBITDA and the Contingent Payment Measurement Amount with respect to the most recently ended fiscal quarter, and in the case of annual reports, due within 45 days after the end audited Contingent Payments made, if any, the audited Contingent Payment Accrual amount, if any, and audited Consolidated EBITDA and the Contingent Payment Measurement Amount for the most recently ended fiscal year and for each of each June the Semiannual Periods ending in such fiscal year. The Company and December, summarizing JCC Holding shall also file all other reports and information that they are or would have been required with the efforts of ACORDA, its Affiliates SEC prior to the Required Filing Date. The Company and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO JCC Holding will also provide copies of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking annual and quarterly reports to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place Trustee within 30 days after the selection of such mediatorRequired Filing Date; provided, unless that the Parties otherwise agree. The costs of any such mediation, including administrative fees Company and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and JCC Holding shall not be used in default of the provisions of this Section 5.8 for any failure to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request file reports with the SEC solely by refusal by the SEC to accept the same for filing, it being understood that in such event, such reports shall be delivered to the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforTrustee as described herein as if they had been filed with the SEC.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or does not have sufficient information to make such determinationfile with the SEC for public availability), it may request ACORDA within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to inform MAYO be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such efforts as ACORDAreports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its Affiliates or Sublicensees are undertaking to website within those time periods. The Company will at all times comply with its obligations thereunderTIA §314(a). Within 60 days from receipt of such requestIf, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsat any time, the Parties shall meet Company is no longer subject to discuss the situationperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During 2.6.1. Exicure shall promptly provide the term JDC with written reports of this Agreement all Know-How made or generated by Exicure in the course of performing activities under the Development Plans. Without limiting the foregoing, Exicure shall prepare and until provide to the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due JDC (a) a written report within 45 ***** days after the end of each June every Calendar Quarter during which Exicure is conducting activities under the Development Plan that (i) details the activities performed, including all results achieved, (ii) sets forth the expected activities for the next Calendar Quarter and Decemberthe prioritization thereof, summarizing the efforts and (iii) identifies any issues or circumstances of ACORDA, which it is aware that may prevent or adversely affect in a material manner its Affiliates future performance of activities assigned to it under such Development Plan and its Sublicensees to develop and commercialize Licensed Products(b) such other reports or updates as may be required under such Development Plan or otherwise reasonably requested by Allergan. (a) If MAYO 2.6.2. Without limiting the foregoing, promptly following the completion of all Initial Development Activities, Exicure shall prepare and deliver to Allergan an Initial Development Report for purposes of Allergan’s evaluation of the Initial Development Activities and the Option or extension thereof. Exicure shall make its relevant personnel reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet available to discuss the situationcontents of such Initial Development Report with Allergan upon Allergan’s request. (b) At any time during 2.6.3. If Allergan makes an Extension Exercise for a Collaboration Program, promptly following the completion of the IND-Enabling Activities under such 60Collaboration Program, Exicure shall prepare and deliver to Allergan an IND-day period, either Party may request Enabling Activities Data Package for purposes of Allergan’s evaluation of the use of a mediator IND-Enabling Activities and the Option. Exicure shall make its relevant personnel reasonably available to assist in discuss the resolution contents of such disputeIND-Enabling Activities Data Package with Allergan upon Allergan’s request. In such eventTHE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediatorAS AMENDED, who shall have experience and be knowledgeable in the pharmaceutical industryGRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, appointed in accordance with such rulesTHE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 2.6.4. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediationDevelopment Plans and all reports under this Section 2.6, including administrative fees the Initial Development Report and fees the IND-Enabling Activities Data Package, to the extent such Development Plan or report specifically relates to the Compounds or Licensed Products, shall, on a Collaboration Program-by-Collaboration Program basis following Allergan’s exercise of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations Option with respect to the period applicable Collaboration Program, be deemed the Confidential Information of Allergan and (in questioneach case) shall be subject to the confidentiality provisions contained in this Agreement. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA so long as any Notes are outstanding, the Issuers shall deliver furnish to MAYO semithe Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC’s rules and regulations for non-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.accelerated filers: (a1) If MAYO reasonably believes all quarterly and annual reports of the Parent Guarantor that ACORDA is not satisfying ACORDAwould be required to be filed with the SEC on Forms 10-Q and 10-K if the Parent Guarantor were required to file such reports; and (2) all current reports of the Parent Guarantor required to be filed with the SEC on Form 8-K if the Parent Guarantor were required to file such reports; provided that the electronic filing of the foregoing reports by the Parent Guarantor on the SEC’s diligence obligations set forth in Section 5.1 XXXXX system (or does not have sufficient information any successor system) shall be deemed to make such determination)satisfy the Issuers’ delivery obligations to the Trustee and any Holder, it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, being understood that the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who Trustee shall have experience and no responsibility to determine whether any reports have been filed on the SEC’s XXXXX system (or any successor system). All such reports shall be knowledgeable prepared in the pharmaceutical industry, appointed all material respects in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees all of the mediator, rules and regulations applicable to such reports. Each annual report on Form 10-K shall be shared equally include a report on the Parent Guarantor’s consolidated financial statements by the PartiesParent Guarantor’s certified independent accountants. In addition, the Parent Guarantor shall, substantially concurrently with furnishing or making such reports referred to in clauses (1) and each Party shall bear (2) of this Section 4.03 available to the Holders or the Trustee, post the reports on its own expenses in such mediation. (c) website within the time periods specified above. If, at any time, the end Parent Guarantor is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Parent Guarantor shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the 60 day period SEC within the time periods specified in this Section 4.03 unless the SEC shall not accept such a filing. Neither the Issuers nor the Parent Guarantor shall take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept the Parent Guarantor’s filings for any reason, the Issuers or the Parent Guarantor shall post the reports referred to in Section 5.3(a) or the unsuccessful conclusion preceding paragraphs on its website within the time periods that would apply if the Parent Guarantor were required to file those reports with the SEC. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a presentation, either on the face of the mediationfinancial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. In addition, each Issuer agrees that, if anyat any time the Parent Guarantor is not required to file with the SEC the reports required by the preceding paragraphs, commenced it shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA Rule 144A(d)(4) under the Securities Act. To the extent any information is not exercising sufficient efforts to satisfy provided within the diligence obligations set forth time periods specified in this Section 5.14.03 and such information is subsequently provided, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator Issuers shall be whether ACORDA is exercising sufficient efforts deemed to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. The Issuers shall be deemed to have satisfied their obligation to furnish the reports referred to in clauses (1) and (2) above to the period in question. Trustee and the Holders if any direct or indirect parent of the Parent Guarantor has furnished to the Holders or caused the Trustee to furnish to the Holders or filed such reports (dincluding reports filed by such direct or indirect parent’s independent accountants) with the SEC using the XXXXX filing system (or any successor thereto). The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and Trustee shall not be used obligated to place unreasonable reporting burdens monitor or confirm, on ACORDA. MAYO may not commence a request for continuing basis or otherwise, the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforIssuers’, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA shall deliver so long as any Notes are outstanding, the Issuer will furnish to MAYO semithe Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations for non-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.accelerated filers: (a) If MAYO reasonably believes all quarterly and annual reports that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information would be required to make be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products reports; and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such 60-day period, either Party may request reports; provided that the use electronic filing of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered foregoing reports by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who Issuer on the SEC’s XXXXX system (or any successor system) shall have experience be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports will be knowledgeable prepared in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. The Parties agree Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to submit in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agreeSEC will not accept such a filing) and will post the reports on its website within those time periods. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at any time, the end Issuer is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. To the extent any information is not provided within the time periods specified in this Section 5.3(a) or 4.03 and such information is subsequently provided, the unsuccessful conclusion Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Prior to the Escrow Release Date, delivery of the mediation, if any, commenced pursuant foregoing reports required in this Section 4.03 by the Company containing financial information related to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts the Company shall be deemed to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionhereunder. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During For each fiscal quarter during the term of this Agreement Payment Period, commencing with the fiscal quarter ending March 31, 2006 and continuing until the First Commercial Sale fiscal quarter ending December 31, 2010, Purchaser shall furnish Seller with financial statements of the first Licensed Product, ACORDA Company with respect to each such fiscal quarter. Such financial statements shall deliver be delivered to MAYO semi-annual reports, due Seller within 45 calendar days after the end of each June fiscal quarter during the Payment Period. All financial statements of the Company delivered to Seller shall comply with generally accepted accounting principles, consistently applied, except that interim quarterly financial statements may lack normal year-end adjustments and Decembernotes. Financial statements for each fiscal year shall be provided by a reputable independent certified public accounting firm. The receipt or acceptance by Seller of any of the financial statements of the Company furnished pursuant to this Agreement or of any payments made hereunder (or the receipt of any wires paid hereunder) shall not preclude Seller from questioning the accuracy or sufficiency of any Payment at any time, summarizing and in the efforts event that any inconsistencies or mistakes are discovered in such financial statements or payments, they shall immediately be rectified and the appropriate payment made by Purchaser, together with interest on any overdue payments at an annual rate of ACORDA2% over the “Prime Rate” as reported on the due date in question in the Wall Street Journal. In addition, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDAwithin 15 calendar days following the end of each of the Company’s diligence obligations set forth fiscal quarters during the Payment Period, Purchaser shall inform Seller, in Section 5.1 (verbal or does not have sufficient information to make written form, of its estimate of the Revenues of the Company during such determination)completed fiscal quarter, it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 20 calendar days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at following the end of the later each of the 60 day period referred Company’s fiscal quarters during the Payment Period, Purchaser shall deliver to in Section 5.3(a) or Seller a written report which sets forth the unsuccessful conclusion Revenues of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate Company during such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questioncompleted fiscal quarter. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During Whether or not required by the term of this Agreement rules and until the First Commercial Sale regulations of the first Licensed ProductSEC, ACORDA so long as any Notes are outstanding, the Company shall deliver furnish to MAYO semithe Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms l0-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC or Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and shall post the reports on its website within those time periods. If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company shall post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time, they are not required to file with the SEC the reports required by the preceding paragraphs, they shall furnish to the Holders of Notes and to securities analysts and prospective investors upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, due within 45 days after information and documents to the end of each June Trustee is for informational purposes only and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from Trustee's receipt of such requestshall not constitute constructive notice of any information contained therein or determinable from information contained therein, ACORDA shall then report including the Company's compliance with any of its efforts covenants hereunder (as to develop and commercialize Licensed Products and, if either Party requests, which the Parties shall meet Trustee is entitled to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rulesrely conclusively on Officer's Certificates). The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO Trustee shall have no further right duty or responsibility to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionreview such reports, information or documents. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination)required by the rules and regulations of the SEC, it may request ACORDA to inform MAYO of such efforts so long as ACORDA, its Affiliates or Sublicensees any Notes are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requestsoutstanding, the Parties Company shall meet furnish to discuss the situationHolders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and shall post the reports on its website within those time periods. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) At If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and all of the Company’s Unrestricted Subsidiaries at such time during such 60-day periodtogether constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Company and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that ACORDA is not satisfying ACORDAwould be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including a “Management’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO Discussion and Analysis of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt Financial Condition and Results of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if either Party requests, the Parties shall meet Company were required to discuss the situationfile such reports. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. The Parties agree Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to submit in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationa filing). (c) If, at the end any time after consummation of the later Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the 60 day period Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in Section 5.3(a) or the unsuccessful conclusion of preceding paragraph on its website within the mediation, time periods that would apply if any, commenced pursuant the Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) The foregoing is intended to provide MAYO If the means to Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and does not otherwise deliver the information required by Rule 3-10 of Regulation S-X (or any applicable successor provision) with the information required by the preceding paragraphs, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the financial statements or in the footnotes thereto, and shall in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (e) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens Rule 144A(d)(4) under the Securities Act. (f) In the event that (i) the rules and regulations of the SEC permit the Company and any direct or indirect parent entity (including Parent) to report at such parent entity’s level on ACORDA. MAYO a consolidated basis, (ii) such parent entity is not engaged in any business other than the Permitted Business of Parent and (iii) such parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company and its Subsidiaries on a consolidated basis, the information and reports required by this covenant may not commence be those of such parent entity on a request for consolidated basis; provided, that such information and reports distinguish in all material respects between the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforCompany and its Subsidiaries and such parent entity and its other subsidiaries, if any.

Reports. During (a) So long as any Notes are outstanding, the term Company will file with the Commission and furnish to the Trustee and, upon request, to the Holders: (1) within 90 days after the end of this Agreement and until the First Commercial Sale of the first Licensed Producteach fiscal year, ACORDA shall deliver to MAYO semian annual report on Form 10-annual reports, due K; (2) within 45 days after the end of each June and Decemberof the first three fiscal quarters of each fiscal year, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products.a quarterly report on Form 10-Q; and (a3) promptly from time to time after the occurrence of an event required to be therein reported pursuant to Form 8-K, a current report on Form 8-K. If MAYO reasonably believes that ACORDA the Company is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information no longer subject to make such determination), it may request ACORDA to inform MAYO the periodic reporting requirements of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requeststhe Exchange Act for any reason, the Parties Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16 with the Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. Any information filed with, or furnished to, the Commission via XXXXX shall meet be deemed to discuss have been made available to the situationTrustee and the registered Holders of the Notes. (b) At Notwithstanding the foregoing, (A) if Holdings or any other direct or indirect parent of the Company fully and unconditionally guarantees the Notes, the filing of such reports by such parent within the time during periods specified above will satisfy such 60obligations of the Company; provided that such reports shall include the information required by Rule 3-day period10 of Regulation S-X with respect to the Company and the Guarantors and (B) if neither the Company nor Holdings is subject to Section 13 or 15(d) of the Exchange Act, either Party the financial statements, information and other documents required to be provided as described above, may request be those of (i) the use Company or (ii) any direct or indirect parent of a mediator to assist the Company, so long as in the resolution case of (ii) such dispute. In direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Company; provided that, if the financial information so furnished relates to such eventdirect or indirect parent of the Company, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules same is accompanied by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees reasonably detailed description of the mediatorquantitative differences between the information relating to such parent, shall be shared equally by on the Partiesone hand, and each Party shall bear the information relating to the Company and its own expenses in such mediationRestricted Subsidiaries on a standalone basis, on the other hand. (c) IfThe Company shall distribute such information and such reports to the Trustee, and make them available, upon request, to any Holder and to any such prospective investor or securities analyst. To the extent not satisfied by the foregoing, the Company shall also make publicly available the information required to be available pursuant to Rule 144A(d)(4) under the Securities Act. The Company will also make available copies of all reports required by clauses (1), (2) and (3) of Section 4.16(a), if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, at the end offices of the later Paying Agent or, to the extent and in the manner permitted by such rules, post such reports on the official website of the 60 day period referred to in Section 5.3(a) or Irish Stock Exchange through the unsuccessful conclusion of the mediationIrish Stock Exchange’s online portal, if any, commenced pursuant to Section 5.3(bISEdirect (xxx.xxxxxxxxx.xx), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or does not have sufficient information with a copy furnished to make such determinationthe Trustee substantially concurrently), it may request ACORDA within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to inform MAYO be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking the foregoing materials on the SEC’s XXXXX service shall be deemed to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, satisfy the Parties shall meet to discuss the situationCompany’s delivery obligation. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. The Parties agree Company will file a copy of each of the reports referred to submit in clauses (1) and (2) of Section 4.03(a) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to one day of mediation to take place within 30 days after the selection of such mediator, reports (unless the Parties otherwise agree. The costs of any SEC will not accept such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationa filing). (c) If, at the end any time after consummation of the later Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the 60 day period Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified in Section 4.03(a) unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in Section 5.3(a4.03(a) or on its website within the unsuccessful conclusion of time periods that would apply if the mediation, if any, commenced pursuant Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) The foregoing is intended to provide MAYO If the means to Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the consolidated financial statements or in the footnotes thereto, and shall in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (e) For so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by Sections 4.03(a) and 4.03(b), the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for Rule 144A(d)(4) under the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforSecurities Act.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the Commission’s rules and regulations, so long as any of the Notes remain outstanding, the Parent shall file with the Trustee and furnish to the Holders (or promptly provide notice thereof to the Trustee and to the Holders in case of documents described below that ACORDA are publicly available) within the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-QSB and 10-KSB if the Parent were required to file such reports (or Forms 10-Q and 10-K if the Company is not satisfying ACORDA’s diligence obligations set forth eligible to file Forms 10-QSB or 10-KSB, as the case may be); and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Parent were required to file such reports. All such reports shall be prepared in Section 5.1 all material respects in accordance with all of the rules and regulations of the Commission applicable to such reports. Each annual report on Form 10-KSB (or does not have sufficient information to make such determination)10-K, it as the case may request ACORDA to inform MAYO be) shall include a report on the Parent’s consolidated financial statements by a firm of independent certified accountants. Delivery of such efforts as ACORDAreports, its Affiliates or Sublicensees are undertaking information and documents to comply with its obligations thereunder. Within 60 days from the Trustee is for informational purposes only and the Trustee’s receipt of such requestshall not constitute constructive notice of any information contained therein, ACORDA including the Parent’s and the Company’s compliance with any of its covenants hereunder (as to which the Trustee shall then report its efforts be entitled to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situationrely exclusively on Officers’ Certificates). (b) At So long as any time during such 60-day periodof the Notes remains outstanding, either Party may request the use of a mediator Parent will provide to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place Trustee (i) within 30 90 days after the selection close of each fiscal year of the Parent, an Officers’ Certificate stating the Leverage Ratio and Fixed Charge Coverage Ratio with respect to the four most recent quarterly periods and showing in reasonable detail the calculation of each of such mediator, unless the Parties otherwise agree. The costs of any such mediationratios, including administrative fees the arithmetic computations of each component of each of such ratios; and fees (ii) as soon as possible and in any event within 14 days after an Officer of the mediatorParent becomes aware of the occurrence of a Default, shall be shared equally by an Officers’ Certificate setting forth the Partiesdetails of the Default, and each Party shall bear its own expenses in such mediationthe action that the Parent proposes to take with respect thereto. (c) IfFor as long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at during any period in which the end Parent is neither subject to Section 13 or 15(d) of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationExchange Act, if any, commenced nor exempt from reporting pursuant to Section 5.3(b)Rule 12g3-2(b) thereunder, MAYO still believes that ACORDA is not exercising sufficient efforts the Parent shall supply (i) to satisfy any holder or beneficial owner of a Note or (ii) upon their request to a prospective purchaser of a Note or beneficial interest therein designated by such holder or owner, the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunderinformation specified in, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for meeting the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforrequirements of Rule 144A(d)(4) under the Securities Act.

Reports. During At least once each year after the term first contract year and before the Annuity Payout Date, we shall send you a statement reporting your Contract Values as of this Agreement and until a date not more than four months prior to the First Commercial Sale date of the first Licensed Product, ACORDA shall deliver mailing. You have the duty to MAYO semi-annual reports, due within 45 days after review any confirmations or statements we send you and to report promptly any discrepancy. We will not be responsible for any losses or damages attributable to a discrepancy that is reflected on such confirmations or statements unless you report the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees discrepancy in writing to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place us within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end date of the later confirmation or statement. SEPARATE ACCOUNT VAA The separate account to which the variable accumulation units of your Contract Value and variable annuity units and payments under this contract relate is VAA, which we have established under Ohio law to provide variable benefits. We shall have sole and complete ownership and control of all assets in VAA. A portion of the 60 day period referred to assets in Section 5.3(a) or the unsuccessful conclusion of the mediationVAA, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect equal to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereundercontract reserves for such account, and shall not be chargeable with liabilities arising out of any other business we may conduct. All amounts credited to VAA will be used to place unreasonable reporting burdens purchase shares at net asset value of open-end investment companies registered under the 1940 Act. The available investment companies are referred to as "Portfolios" and shares of any are referred to as "Portfolio Shares." Any and all distributions made by a Portfolio, in respect to Portfolio Shares held by VAA, will be reinvested to purchase more Portfolio Shares in the same Subaccount at net asset value. Deductions and withdrawals from VAA may be made by redeeming a number of Portfolio Shares, at net asset value, equal in total value to the amount to be deducted or withdrawn. If deemed by us to be in the best interest of all contract owners, VAA may be operated as a management company under the 1940 Act or it may be deregistered under the 1940 Act, if such registration is no longer required. If there is a substitution of Portfolio Shares or change in operation of VAA, we will issue an endorsement for this contract and take such other action as may be necessary and appropriate to make the substitution or change. You will be liable for any loss we suffer if we purchase Portfolio Shares at your direction and, thereafter, we are forced to liquidate such Portfolio Shares because the check or draft issued by you as a purchase payment is dishonored by the bank on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforwhich it was drawn.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or does not have sufficient information to make such determinationfile with the SEC for public availability), it may request ACORDA within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to inform MAYO be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or any successor to the XXXXX service) shall be deemed to satisfy the Issuer’s delivery obligations; provided that the Trustee shall have no responsibility to verify whether the Issuer has filed such efforts as ACORDA, its Affiliates or Sublicensees are undertaking materials. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to comply with its obligations thereundersuch reports. Within 60 days from receipt of such request, ACORDA shall then Each annual report its efforts to develop and commercialize Licensed Products and, if either Party requestson Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent public accountants. In addition, the Parties shall meet Issuer will file a copy of each of the reports referred to discuss in clauses (1) and (2) above with the situationSEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (b) At If the Issuer has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either Party may request on the use face of a mediator to assist the financial statements or in the resolution footnotes thereto, and in Management’s Discussion and Analysis of such dispute. In such eventFinancial Condition and Results of Operations, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by financial condition and results of operations of the Parties, Issuer and each Party shall bear its own expenses in such mediationRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) IfNotwithstanding anything herein to the contrary, at in the end event that (i) the rules and regulations of the later SEC permit the Issuer and Parent, or any other direct or indirect parent company of the 60 day period referred Issuer, to in Section 5.3(areport at such parent entity’s level on a consolidated basis and (ii) or the unsuccessful conclusion such parent entity of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA Issuer is not exercising sufficient efforts engaged in any business in any material respect other than incidental to satisfy its ownership, directly or indirectly, of the diligence obligations set forth in Section 5.1Capital Stock of the Issuer, MAYO shall initiate the information and reports required by this covenant may be those of such parent company on a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionconsolidated basis. (d) The foregoing is intended For so long as any Notes remain outstanding, if at any time Issuer and Guarantors are not required to provide MAYO file with the means SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Issuer and the Guarantors will furnish to reasonably exercise its rights hereunderthe Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 and the Trustee’s receipt thereof shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During Whether or not required by the term rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer shall furnish to the Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC’s rules and regulations that are then applicable to the Parent Guarantor (or, if the Parent Guarantor is then not subject to the reporting requirements of the Exchange Act, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers): (1) all quarterly and annual reports that would be required to be filed by the Parent Guarantor with the SEC on Forms 10-Q and 10-K if the Parent Guarantor were required to file such reports; and (2) all current reports required to be filed by the Parent Guarantor with the SEC on Form 8-K if the Parent Guarantor were required to file such reports; provided that the electronic filing of the foregoing reports by the Parent Guarantor on the SEC’s XXXXX system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder, it being understood that the Trustee shall have no responsibility to determine whether any reports have been filed on the SEC’s XXXXX system (or any successor system). All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Parent Guarantor’s consolidated financial statements by the Parent Guarantor’s certified independent accountants. In addition, unless the SEC shall not accept such a filing, the Parent Guarantor shall file a copy of each of the reports referred to in clauses (1) and (2) of this Agreement Section 4.03 on the SEC’s XXXXX system (or any successor system) within the time periods specified above, and until the First Commercial Sale Issuer or the Parent Guarantor shall post the reports on its website within those time periods. If, at any time, the Parent Guarantor is no longer subject to the periodic reporting requirements of the first Licensed ProductExchange Act for any reason, ACORDA the Parent Guarantor shall deliver nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above, unless the SEC shall not accept such a filing. Neither the Issuer nor the Parent Guarantor shall take any action reasonably expected to MAYO semicause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept the Parent Guarantor’s filings for any reason, the Issuer or the Parent Guarantor shall post the reports referred to in the preceding paragraphs on a website within the time periods specified above (which may be nonpublic and may be maintained by the Issuer, the Parent Guarantor or a third party) to which access shall be given to Holders, prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Issuer or the Parent Guarantor. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraphs shall include a presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. The Issuer shall be deemed to have furnished such reports to the Trustee and the Holders of the Notes if any direct or indirect parent of the Parent Guarantor has filed such reports (including, in the case of any annual report on Form 10-K, reports by the certified independent accountants of such direct or indirect parent on such direct or indirect parent’s consolidated financial statements) with the SEC using the XXXXX filing system (or any successor thereto) within the time periods specified above; provided that (i) such direct or indirect parent has become a Guarantor and (ii) such reports provide selected financial information that show any material differences between the financial condition and results of operations of the Parent Guarantor and its consolidated subsidiaries, on the one hand, and such direct or indirect parent and its consolidated subsidiaries, on the other hand. Delivery of such reports, due within 45 days after information and documents to the end of each June Trustee is for informational purposes only and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDATrustee’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such requestshall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, ACORDA including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall then report its efforts not be obligated to develop and commercialize Licensed Products andmonitor or confirm, if either Party requestson a continuing basis or otherwise, the Parties shall meet to discuss Issuer’s, any Guarantor’s or any other Person’s compliance with the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) covenants described herein or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionany reports or other documents filed under this Indenture. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the reports referred to in clauses (1) and (2) below with the SEC for public availability within the time periods (including all applicable extension periods) specified in the SEC rules and regulations applicable to such reports (unless the SEC will not accept such a filing): (1) all quarterly and annual financial reports that ACORDA is not satisfying ACORDAwould be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s diligence obligations set forth in Section 5.1 Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent or the Company were required to file such reports; provided that the availability of the foregoing reports on the SEC’s EXXXX service (or does successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and any Holder of Notes. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if neither Parent nor the Company is required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not have sufficient be prepared in accordance with all of the rules and regulations applicable to such reports and shall include only the information or disclosure that would be required by such form to make such determination)the extent that, it may request ACORDA to inform MAYO and in the same general style of such efforts as ACORDApresentation as, its Affiliates the same or Sublicensees are undertaking to substantially similar information or disclosure is also included in the Prospectus Supplement, dated November 5, 2010, for the Notes. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Parent’s certified independent accountants. The Company will at all times comply with TIA §77nnn(a). If the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts website or on ixxxxxxxxx.xxx within the time periods that would apply if Parent were required to develop and commercialize Licensed Products and, if either Party requests, file those reports with the Parties shall meet to discuss the situationSEC (including all applicable extension periods). (b) At If (i) the Company has designated any time during such 60-day periodof its Subsidiaries as Unrestricted Subsidiaries or (ii) the combined operations of Parent and its Subsidiaries, either Party may request excluding the use operations of a mediator to assist in the resolution of such dispute. In such eventCompany and its Restricted Subsidiaries and excluding cash and Cash Equivalents, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules would, if held by a single mediatorUnrestricted Subsidiary of the Company, who shall have experience constitute a Significant Subsidiary of the Company, then the quarterly and be knowledgeable annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the pharmaceutical industryfootnotes thereto, appointed and in accordance Management’s Discussion and Analysis of Financial Condition and Results of Operations, of (A) in the case of (i) above, the financial condition and results of operations of Parent, HoldCo, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company and (B) in the case of (ii) above, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Parent and its other Subsidiaries; provided, however, that the requirements of this paragraph shall not apply if Parent or the Company files with such rules. The Parties agree the SEC the reports referred to submit to one day in clauses (1) and (2) of mediation to take place within 30 days after the selection subsection (a) of such mediatorthis Section 4.03, unless the Parties otherwise agree. The costs of and any such mediation, including administrative fees and fees of report contains the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses information required in such mediationthis paragraph. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationFor so long as any Notes remain outstanding, if anyat any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, commenced the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy Rule 144A(d)(4) under the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSecurities Act. (d) The foregoing Delivery of such reports, information and documents to the Trustee is intended to provide MAYO the means to reasonably exercise its rights hereunderfor informational purposes only, and the Trustee’s receipt of such shall not be used constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to place unreasonable reporting burdens which the Trustee is entitled to rely exclusively on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request thereforOfficers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is Whether or not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will post to make such determination), it may request ACORDA to inform MAYO its website and will promptly notify the Trustee of such efforts as ACORDAposting, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products andwill, if either Party requestsrequested in writing, furnish to the Parties shall meet Holders or cause the Trustee to discuss furnish by mail at the situationCompany's expense to the Holders, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) At any time during All such 60-day period, either Party may request the use of a mediator to assist reports will be prepared in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all material respects in accordance with all of the rules and regulations applicable to such rulesreports. Each annual report on Form 10-K will include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationCompany will at all times comply with TIA Section 314(a). (c) If, at any time, the end Company is no longer subject to the periodic reporting requirements of the later Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in paragraphs (a) and (b) of this Section 4.04 with the 60 day period SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in Section 5.3(a) or the unsuccessful conclusion of preceding paragraph on its website within the mediation, time periods that would apply if any, commenced pursuant the Company were required to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy file those reports with the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questionSEC. (d) The foregoing is intended to provide MAYO If Holdings has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the means to quarterly and annual financial information required by paragraph (a) of this Section 4.04 will include a reasonably exercise its rights hereunderdetailed presentation, either on the face of the financial statements or in the footnotes thereto, and shall in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Holdings. (e) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a), (b), (c) and (d) of this Section 4.04, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be used delivered pursuant to place unreasonable Rule 144A(d)(4) under the Securities Act. (f) If Holdings has complied with the reporting burdens on ACORDA. MAYO may not commence a request requirements of Section 13 or 15(d) of the Exchange Act, if applicable, or has furnished the reports described herein in the manner provided above for the foregoing Company, including, if applicable, by posting such reports on Holdings' website (including any consolidating financial information from ACORDA for at least one year after MAYO last commenced a request thereforrequired by Regulation S-X relating to the Company and the Guarantors), the Company shall be deemed to be in compliance with the provisions of this covenant.

Reports. During (a) So long as this Loan Agreement remains outstanding, CER shall have its annual consolidated financial statements audited and its interim consolidated financial statements reviewed by a firm of independent registered accountants in accordance with Statement on Auditing Standards 101 issued by the term American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as this Loan Agreement is outstanding, CER shall furnish to the Lender all annual and until quarterly reports of CER on Forms 10-K and 10-Q, respectively, and all current reports on Form 8-K, in each case as and when filed by it with the First Commercial Sale Securities and Exchange Commission (“SEC”). If CER shall not be subject to the reporting requirements of Section 13 or 15(d) of the first Licensed ProductSecurities Exchange Act of 1934, ACORDA as amended (the “Exchange Act”), it shall deliver nevertheless furnish the Lender with (a) the financial information that would be required to MAYO semibe contained in a filing on such annual or quarterly report, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (b) all information that would be required to be contained in filings with the SEC on Form 8-K. All such annual reports, due reports shall be furnished within 45 135 days after the end of each June the fiscal year to which they relate, and December, summarizing all such quarterly reports shall be furnished within 50 days after the efforts end of ACORDA, its Affiliates the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, regulations for reporting companies under the Parties shall meet to discuss the situationExchange Act. (b) At CER’s option, CER shall either (i) distribute such information and such reports (as well as the details regarding the conference call described below) electronically to the Lender, and/or (ii) make available such information to the Lender by posting such information on the Internet (which may be its own or CER’s site, IntraLinks or any time during comparable password protected online data system which will require a confidentiality acknowledgement or otherwise, and CER shall provide such 60-day period, either Party may request password thereto to the use of a mediator Lender and make such information readily available to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediatorholder, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with agrees to treat such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediationinformation as confidential). (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. During By the term close of this Agreement and until business every Friday, Franchisee shall coordinate/replicate those databases described in the First Commercial Sale business manuals with the ZLanx.xxx Xxxtem master databases, in the manner specified by ZLanx.xxx xx the business manuals. Franchisee shall submit the reports relating to the above databases specified by ZLanx.xxx xx the business manuals. On or before the 15th day of the first Licensed Productmonth following the quarter end, ACORDA Franchisee shall submit, in such form as ZLanx.xxx xxxll reasonably 8 require from time to time and as described in the business manuals, the financial reports showing the income and expenses of the Territory. Franchisee shall keep and preserve full and complete records of Gross Sales for at least three years in a manner and form satisfactory to ZLanx.xxx xxx shall also deliver such additional financial, operating and other information and reports as ZLanx.xxx xxx reasonably request on the forms and in the manner prescribed by ZLanx.xxx. Xxanchisee further agrees to MAYO semi-annual reports, due submit within 45 90 days after following the end close of each June fiscal year of the Territory operation, a profit and December, summarizing loss statement covering operations during such fiscal year and a balance sheet taken as of the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO close of such efforts as ACORDAfiscal year, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed all prepared in accordance with such rulesgenerally accepted accounting principles and ZLanx.xxx xxxuirements as described in the business manuals. The Parties agree to submit to one day of mediation to take place within 30 days after If ZLanx.xxx xxxll request certification, a public accountant shall certify the selection of such mediator, unless profit and loss statement and the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each Party shall bear its own expenses in such mediation. (c) If, at the end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediationbalance sheet, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafterand consult with ZLanx.xxx xxxcerning such statement and balance sheet. The sole question before the arbitrator original of each such report required by this paragraph 18 shall be whether ACORDA mailed to ZLanx.xxx xx the address indicated in paragraph 33 herein. ZLanx.xxx xxxll have the right, at its expense, to inspect and/or audit Franchisee's accounts, books, database data, records and tax returns at all times to insure that Franchisee is exercising sufficient efforts complying with the terms of this Agreement. Franchisee shall have the right, at its expense and at any time, to satisfy inspect or cause to be inspected any and all records of their Territory, which are stored on-line. Franchisee shall also have the diligence obligations set forth in Section 5.1right, at its expense and at any time during business hours, to inspect and audit, or cause to be inspected and audited, accounting and sales records which relate to the operation of their Territory. If MAYO fails such inspection discloses that Franchisee has been materially false in its reports to initiate ZLanx.xxx, Xxanchisee shall bear the cost of such arbitration within inspection and audit. Otherwise, ZLanx.xxx xxxll bear the cost of such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in questioninspection and audit. (d) The foregoing is intended to provide MAYO the means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing information from ACORDA for at least one year after MAYO last commenced a request therefor.