Common use of Royalties Records and Reports Clause in Contracts

Royalties Records and Reports. 3.1. During the term of this Agreement, unless sooner terminated, IgX shall pay to LICENSOR, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE of all LICENSED PRODUCT(S) sold by IgX and its SUBLICENSEE(S), anywhere in the world. 3.2. LICENSED PRODUCT(S) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records and reporting by IgX and any SUBLICENSEE(S) to whom the License shall have been extended pursuant to this Agreement. 3.4. So long as this Agreement remains in force, IgX shall deliver to LICENSOR, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX and its SUBLICENSEE(S) during preceding three (3) months under this Agreement as are necessary to accurately account for sale subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery of each report required by the preceding Paragraph 3.4, IgX shall pay to LICENSOR the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX to LICENSOR shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. In case of any delay in payment by IgX to LICENSOR not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX without special notice. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's principal place of business. Said books and supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR for the purpose of verifying IgX's royalty statements, or IgX's compliance in other respects with this Agreement. 3.11. IgX also agrees to make a written report to LICENSOR within ninety (90) days after the date of termination of this Agreement, stating in such report the number, description and NET SALES of all products made, sold or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such termination.

Royalties Records and Reports. 3.1. During (a) Licensee agrees to pay to Licensor, in consideration for the license granted pursuant to this Agreement, royalties on the Net Sales Value (as hereinafter defined) of all Products sold during the term of this Agreement, unless sooner terminated, IgX shall pay to LICENSOR, in the manner hereinafter provided, earned royalties Agreement at the rate of five six percent (56.0%) on the first $12,000,000 of Net Sales Value and three percent (3.0%) on all Net Sales Value after said $12,000,000, cumulative and not annual, for the life of U.S. Patent No, 4,702,254, including any extensions, renewals, continuations, divisions, or continuations-in-part thereof. Upon expiration of the NET SALES PRICE last to expire of all LICENSED PRODUCT(SU.S. Patent No. 4,702,254 (including any extensions or renewals thereof) sold by IgX and its SUBLICENSEE(S)or any continuation, anywhere in division or continuation-in-part thereof, the world. 3.2. LICENSED PRODUCT(Sroyalty rate payable pursuant to this Section 4(a) shall be considered reduced to two percent (2.0%) on the first $12,00.0,000 of Net Sales Value and one percent (1.0%) on all Net Sales Value after said $12,000,000, cumulative and not annual. It is understood and agreed that Licensee shall have no obligation to make any payment to Licensor under this Section 4(a) or Section 4(d) from and after the date on which all of the Licensed Patents (including any extensions or renewals thereof) have expired or have been declared invalid by any judicial decree, order or final judgment beyond right of further appeal, except royalties at the percentile rate specified in this Section 4(a) or Section 4(b), as the case may be, on the Net Sales Value of Products sold when sold or invoicedunder the license created by Section 3 of this Agreement prior to such date, and if not sold or invoiced, when delivered to a third partyupon such date the license granted by Section 3 hereof shall be fully paid. 3.3(b) If U.S. Patent No. IgX 4,702,254 and all continuations, divisions, and continuations-in-part thereof are held invalid by any judicial decree, order or final judgment beyond further right i of appeal, the-percentile rate at which royalties shall be responsible for payable to Licensor pursuant to Section 4(a) shall be retroactively reduced to two percent (2.0%) on the performance first $12,000,000 of Net Sales Value and one percent (1.0%) on all Net Sales Value after said $12,000,000 with respect to Products sold after the filing of a claim in a court of competent jurisdiction which claim results in the invalidation of U.S. Patent No. 4,702,254 and all continuations, divisions and continuations-in-part thereof (the “Claim”). (c) In the event of U.S. Patent No. 4,702,254 .and all continuations, divisions and continuations-in-part thereof being declared invalid, and notwithstanding anything to the contrary contained herein, no further royalty payments shall be made to Licensor until such time as the aggregate royalties payable on products sold after filing of the Claim at the percentile rate specified in Section 4(b) are equal to the actual aggregate royalties already paid to Licensor on products sold after filing of the claim, at which time royalty payments as provided in this Section 4 shall resume. The right created by this Section 4(c) shall be a right to recover excess royalties paid during the pendency of the claim from future royalties payable to Licensor hereunder of all obligations including payment of royalties, keeping of records and reporting by IgX and any SUBLICENSEE(S) to whom the License only; Licensee shall have been extended no right, claim or cause of action against Licensee to recover such excess royalties from Licensor. (d) Licensor agrees to pay Licensee a minimum royalty of $36,000 per year ($12,000 per year if the events specified in Section 4(b) occur), payable on a monthly basis until a Product is first sold and on a quarterly basis thereafter. Payments made pursuant to this AgreementSection 4(d) shall be paid at the beginning of the month or quarter, as the case may be, and shall be deducted from any royalties payable pursuant to Section 4(a) and shall not constitute an additional royalty obligation of Licensee. 3.4. So long (e) The term “Net Sales Value,” as used in this Agreement remains in forceSection 4, IgX shall deliver mean the full amount actually received by Licensee or its sublicensees (exclusive of sales by Licensee to LICENSOR, within sixty (60its sublicensees) days after for Products sold by Licensee or its sublicensees to customers less the first day of January, April, July and October of each year, a true and accurate report, giving such particulars sum of the business conduct following, where applicable: (i) Discounts allowed, commissions paid in lieu of trade discounts, and commissions paid to independent sales representatives or agents, in the amounts customary in the trade; (ii) Sales and/or use taxes (or other taxes equivalent thereto), duties or any other taxes or levies directly imposed by IgX any governmental authority upon and its SUBLICENSEE(Swith reference to particular sales; (iii) during preceding three Outbound transportation costs prepaid or allowed by way of freight equalization or otherwise; (3iv) months under this Agreement as Cartons, packing, and crating charged separately ; (v) Amounts refunded, allowed, or credited in connection with shortages, returns, or defective, articles; (f) Where proceeds from the sale of Products are necessary to accurately account for sale subject to royalties under this Agreement. Each report received in currency other than United States Dollars, the Net Sales Value of such foreign sales shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery U.S. Dollar equivalent of each report required such proceeds determined by multiplying the foreign currency actually received by the preceding Paragraph 3.4, IgX shall pay to LICENSOR the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX to LICENSOR shall be applicable exchange rate in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business effect on the last business day preceding in the date payment is duequarter in which such proceeds were received, as published in the Wall Street Journal for such date. 3.7(g) Only one royalty shall be payable on a Product at the applicable percentile rate specified in Section 4(a) or 4(b), as the case may be, regardless of the number of Licensed Patents or use of Technology under which such Product has been manufactured, used or sold. In case those cases where a Product is sold as a part of any delay in payment by IgX to LICENSOR an article which includes additional materials or components, the production of which does not occasioned by force majeureuse the inventions of the Licensed Patents, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, Net Sales Value shall be due by IgX without special noticebased on the sales price at which Licensee would sell the Product independently of such other materials or components in an arm’s length transaction. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S(h) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) Licensee agrees to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX shall keep full, true true, and accurate records and books of account containing all particulars which may be necessary for to show the purpose of showing the amount royalties payable to LICENSOR by way of royalty as aforesaid or by way of any other provision hereunderLicensor. Said Such books of account shall be kept at IgX's Licensee’s principal place of business. Said books business and supporting data shall be open at all reasonable timesavailable, upon thirty (30) days notice, for three inspection during business hours, by independent auditors reasonably acceptable to Licensee appointed and paid by Licensor provided, however, that if upon audit it is determined that Licensor is entitled, to., receive an additional royalty amount in excess of five percent (35%) over the amount previously paid during the period subject to “audit, then Licensee shall pay the reasonable fees and expenses of such independent auditors. Such records shall be retained by Licensee for a period of six (6) years following the end of the calendar year to which they pertain; provided, however, that Licensor’s right to inspect such records pursuant to this Section 4(h) shall be limited to the right to inspect records pertaining to the two-year period ending on the close of the calendar quarter immediately preceding such inspection. Only one such inspection shall be made in any calendar year. The auditors shall disclose to Licensor only the gross sales value of Products sold, the deductions therefrom, the Net Sales Value thereof, and the amount of royalties due and payable to Licensor thereon, along with any necessary supporting evidence. Any information obtained by LICENSOR the auditors from any such inspection shall be kept confidential by Licensor and the auditors and shall be used only for the purpose of verifying IgX's royalty statements, or IgX's compliance in other respects with this Agreementdetermining the correctness of the statements of Net Sales value and royalties due and payable to Licensor. The auditors shall be employed expressly upon such terms and conditions. 3.11. IgX also (i) Licensee agrees to make a written report to LICENSOR within ninety (90) days that on or before the 60th day after the date close of termination each of its quarterly accounting periods throughout the term of this Agreement, stating Licensee shall forward to Licensor a statement, certified by an Officer of Licensee, of the receipts for Products sold by Licensee for which payment is received during the accounting period preceding the period in which each such report statement is rendered, the number, description and NET SALES aggregate in each category of all products made, sold or otherwise disposed of and upon deductions which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports have been made therefrom pursuant to the provisions of Paragraph 3.4 section 4(e) above, and the royalties payable thereon. Licensee shall concurrently forward to Licensor a Statement of all gross income the receipts for Products sold by sublicensees for which Licensee received from leasing, renting or otherwise making products available to others without sale royalty or other disposition transferring title licensing fees from such sublicensees during the accounting period preceding the period in which each such statement is rendered, the case aggregate in each category of transactions entered into prior deductions which have been made therefrom pursuant to such terminationSection 4(e) above, and the royalties payable thereon. Licensee shall simultaneously pay to Licensor the amount of royalties due. (j) The parties agree that any subsequent downward adjustments of Licensee’s and its sublicensees’ receipts from any particular sale of Products upon which royalties have been paid, due to Product failure or inadequacy, cancellation of purchase orders or contracts, or any other event causing Licensee to make a financial refund to its customers, either in whole or in part, will be credited against any future receipts on which royalties become payable.

Royalties Records and Reports. 3.1. 4.1 During the term of this Agreement, unless sooner terminated, IgX LYNX shall pay to LICENSORNORTHWESTERN, in the manner hereinafter provided, earned royalties at the rate of five [*] percent (5[*]%) of the NET SALES PRICE of all LICENSED PRODUCT(S) PRODUCT sold by IgX LYNX and its SUBLICENSEE(Ssublicensee(s), anywhere in the world. 3.2. 4.2 LICENSED PRODUCT(S) PRODUCT shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX 4.3 LYNX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX LYNX and any SUBLICENSEE(Ssublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. 4.4 So long as this Agreement remains in force, IgX LYNX shall deliver to LICENSORNORTHWESTERN, within sixty (60) days after the first day of January, April, January and July and October of each year, a true and accurate report, giving such particulars of the business conduct conducted by IgX LYNX and its SUBLICENSEE(Ssublicensee(s) during the preceding three six (36) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. 4.5 Simultaneously with the delivery of each report required by the preceding Paragraph 3.4paragraph 4.4, IgX LYNX shall pay to LICENSOR NORTHWESTERN the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. 4.6 All payments from IgX LYNX to LICENSOR NORTHWESTERN shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. 4.7 In case of any delay in payment by IgX LYNX to LICENSOR NORTHWESTERN not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX LYNX without any special notice. 3.8. 4.8 Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. Royalties payable in connection with the first commercial sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S)licensed product. 3.10. IgX 4.9 LYNX shall keep full, true true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR NORTHWESTERN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's LYNX'S principal place of business. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR NORTHWESTERN for the purpose of verifying IgX's LYNX'S royalty statements, or IgX's LYNX'S compliance in other respects with this Agreement. 3.114.10 LYNX shall reimburse NORTHWESTERN for all out-of-pocket costs of filing, prosecution and maintenance for all patent applications and all patents issuing thereon filed and made at the request of LYNX. IgX also agrees All such patents and patent applications shall become part of the PATENT RIGHTS licensed to make a written report LYNX hereunder. Such reimbursements shall be made to LICENSOR NORTHWESTERN within ninety sixty (9060) days after of receipt of invoice by LYNX. Any reimbursements made by LYNX hereunder shall be creditable by LYNX against royalty payable by it pursuant to Article 4.1 above. With respect to each payment due NORTHWESTERN, LYNX may deduct up to 50% of each such payment for the date of termination of this Agreementabove-referenced costs and expenses incurred by LYNX in filing, stating in prosecuting, or maintaining any patent or patent application until LYNX has been fully reimbursed for all such report costs and expenses incurred. United States patent costs shall be credited to earned royalties on the number, description and NET SALES PRICE of all products made, sold or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title LICENSED PRODUCTS in the case of transactions entered into prior United States and foreign patent costs shall be credited to such terminationforeign NET SALES PRICE.

Royalties Records and Reports. 3.1. During the term of this Agreement, unless sooner terminated, IgX the Company shall pay to LICENSORthe University, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE Net Sales Price of all LICENSED PRODUCT(SLicensed Product(s) sold by IgX the Company and its SUBLICENSEE(SSublicensee(s), anywhere in the world. 3.2. LICENSED PRODUCT(SLicensed Product(s) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third third-party. 3.3. IgX The Company shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records and reporting by IgX the Company and any SUBLICENSEE(SSublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. So long as this Agreement remains in force, IgX the Company shall deliver to LICENSORthe University, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX the Company and its SUBLICENSEE(SSublicensee(s) during preceding three (3) months under this Agreement as are necessary to accurately account for sale subject to royalties under this Agreement. Each report shall include, but not be limited towithout limitation, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery of each report required by the preceding Paragraph 3.4Section 3.4 above, IgX the Company shall pay to LICENSOR the University the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX the Company to LICENSOR the University shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. In case of any delay in payment by IgX the Company to LICENSOR the University not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX the Company without special notice. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALEFirst Commercial Sale. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(SLicensed Product(s) under Paragraph Section 2.2 above and Paragraph Section 3.1 above shall be reduced by an amount of royalties actually paid by IgX the Company or such SUBLICENSEE(SSublicensee(s) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(SLicensed Product(s); provided, however, that in no event shall the royalties payable to LICENSOR the University be less that three percent (3%) of the net sales of such LICENSED PRODUCT(SLicensed Product(s). 3.10. IgX The Company shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR the University by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgXthe Company's principal place of business. Said books and supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR the University for the purpose of verifying IgXthe Company's royalty statements, or IgXthe Company's compliance in other respects with this Agreement. 3.11. IgX The Company also agrees to make a written report to LICENSOR the University within ninety (90) days after the date of termination of this Agreement, stating in such report the number, description and NET SALES Net Sales of all products made, sold or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSORthe University. IgX The Company shall also continue to make quarterly reports pursuant to the provisions of Paragraph Section 3.4 above of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such termination.

Royalties Records and Reports. 3.1. 3.1 During the term of this Agreement, unless sooner terminated, IgX IMMTECH shall pay to LICENSORNORTHWESTERN, in the manner hereinafter provided, earned royalties at the rate of five six percent (56%) of the NET SALES PRICE of all LICENSED PRODUCT(S) PRODUCT sold by IgX IMMTECH, for the first Ten Million Dollars ($10,000,000) sales, and its SUBLICENSEE(S)at the rate of four percent (4%) for sales exceeding Ten Million Dollars, anywhere in the world. 3.2. 3.2 IMMTECH shall pay to NORTHWESTERN with respect to all sub-licenses granted by IMMTECH hereunder, a royalty at the rate of thirty percent (30%) of all royalties earned by IMMTECH under such sub-licenses. 3.3 LICENSED PRODUCT(S) PRODUCT shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX 3.4 IMMTECH shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX IMMTECH and any SUBLICENSEE(Ssublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. 3.5 So long as this Agreement remains in force, IgX IMMTECH shall deliver to LICENSORNORTHWESTERN, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct conducted by IgX IMMTECH and its SUBLICENSEE(Ssublicensee(s) during the preceding three (3) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. 3.6 Simultaneously with the delivery of each report required by the preceding Paragraph paragraph 3.4, IgX IMMTECH shall pay to LICENSOR NORTHWESTERN the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. 3.7 All payments from IgX IMMTECH to LICENSOR NORTHWESTERN shall be in U.S. dollars. The rates of exchange Royalties for such payments sales made by IMMTECH in foreign currencies shall be midpoint between paid to Northwestern in U.S. Dollars at a conversion rate equal to the buying and selling quarter average of daily composite closing exchange rates for U.S. dollars the quarter in which sales were made as quoted published by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is dueWall Street Journal. 3.7. 3.8 In case of any delay in payment by IgX IMMTECH to LICENSOR NORTHWESTERN not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX IMMTECH without any special notice. 3.8. 3.9 Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALEfirst sale of LICENSED PRODUCT. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX 3.10 IMMTECH shall keep full, true true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR NORTHWESTERN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept sent at IgX's IMMTECH'S principal place of business. Said books and the supporting data shall be open available for inspection by Northwestern at all reasonable times, times upon reasonable notice to IMMTECH for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR NORTHWESTERN for the purpose of or verifying IgX's IMMTECH'S royalty statements, or IgX's IMMTECH'S compliance in other respects with this Agreement. 3.113.11 IMMTECH shall reimburse NORTHWESTERN for all out-of-pocket costs of filing, prosecution and maintenance for all patent applications and all patents issuing thereon filed and made at the request of IMMTECH. IgX also agrees All such patents and patent applications shall become part of the PATENT RIGHTS licensed to make a written report IMMTECH hereunder. Such reimbursements shall be made to LICENSOR NORTHWESTERN within ninety sixty (9060) days after the date of termination receipt of this Agreement, stating invoice by IMMTECH. Any reimbursements made by IMMTECH hereunder shall be creditable by IMMTECH in such report the number, description and NET SALES of all products made, sold or otherwise disposed of and upon which royalties are full against royalty payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports by it pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such terminationArticle 3.1 above.

Royalties Records and Reports. 3.1. 3.1 During the term of this Agreement, unless sooner terminated, IgX IMMTECH shall pay to LICENSORNORTHWESTERN, in the manner hereinafter provided, earned royalties at the rate of five six percent (56%) of the NET SALES PRICE of all LICENSED PRODUCT(S) PRODUCT sold by IgX IMMTECH, for the first Ten Million Dollars ($10,000,000) sales, and its SUBLICENSEE(S)at the rate of four percent (4%) for sales exceeding Ten Million Dollars, anywhere in the world. 3.2. 3.2 IMMTECH shall pay to NORTHWESTERN with respect to all sub-licenses granted by IMMTECH hereunder, a royalty at the rate of thirty percent (30%) of all royalties earned by IMMTECH under such sub-licenses. 3.3 LICENSED PRODUCT(S) PRODUCT shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX 3.4 IMMTECH shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX IMMTECH and any SUBLICENSEE(Ssublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. 3.5 So long as this Agreement remains in force, IgX IMMTECH shall deliver to LICENSORNORTHWESTERN, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct conducted by IgX IMMTECH and its SUBLICENSEE(Ssublicensee(s) during the preceding three (3) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. 3.6 Simultaneously with the delivery of each report required by the preceding Paragraph paragraph 3.4, IgX IMMTECH shall pay to LICENSOR NORTHWESTERN the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. 3.7 All payments from IgX IMMTECH to LICENSOR NORTHWESTERN shall be in U.S. dollars. The rates of exchange Royalties for such payments sales made by IMMTECH in foreign currencies shall be midpoint between paid to Northwestern in U.S. Dollars at a conversion rate equal to the buying and selling quarter average of daily composite closing exchange rates for U.S. dollars the quarter in which sales were made as quoted published by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is dueWall Street Journal. 3.7. 3.8 In case of any delay in payment by IgX IMMTECH to LICENSOR NORTHWESTERN not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX IMMTECH without any special notice. 3.8. 3.9 Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALEfirst sale of LICENSED PRODUCT. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX 3.10 IMMTECH shall keep full, true true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR NORTHWESTERN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's IMMTECH'S principal place of business. Said books and the supporting data shall be open available for inspection by Northwestern at all reasonable times, times upon reasonable notice to IMMTECH for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR NORTHWESTERN for the purpose of verifying IgX's IMMTECH'S royalty statements, or IgX's IMMTECH'S compliance in other respects with this Agreement. 3.113.11 IMMTECH shall reimburse NORTHWESTERN for all out-of-pocket costs of filing, prosecution and maintenance for all patent applications and all patents issuing thereon filed and made at the request of IMMTECH. IgX also agrees All such patents and patent applications shall become part of the PATENT RIGHTS licensed to make a written report IMMTECH hereunder. Such reimbursements shall be made to LICENSOR NORTHWESTERN within ninety sixty (9060) days after the date of termination receipt of this Agreement, stating invoice by IMMTECH. Any reimbursements made by IMMTECH hereunder shall be creditable by IMMTECH in such report the number, description and NET SALES of all products made, sold or otherwise disposed of and upon which royalties are full against royalty payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports by it pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such terminationArticle 3.1 above.

Royalties Records and Reports. 3.1. During the term of this Agreement, unless sooner terminated, IgX shall pay to LICENSOR, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE of all LICENSED PRODUCT(S) sold by IgX and its SUBLICENSEE(S), anywhere in the world. 3.2. LICENSED PRODUCT(S) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX and any SUBLICENSEE(S) to whom the License shall have been extended pursuant to this Agreement. 3.4. So long as this Agreement remains in force, IgX shall deliver to LICENSOR, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX and its SUBLICENSEE(S) during preceding three (3) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery of each report required by the preceding Paragraph paragraph 3.4, IgX shall pay to LICENSOR the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX to LICENSOR shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. In case of any delay in payment by IgX to LICENSOR not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX without special notice. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use use, or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties Royalties payable to LICENSOR be less that than three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's principal place of business. Said books and supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR for the purpose of verifying IgX's royalty statements, or IgX's compliance in other respects with this Agreement. 3.11. IgX also agrees to make a written report to LICENSOR within ninety (90) days after the date of termination of this Agreementagreement, stating in such report the number, description description, and NET SALES of all products made, sold sold, or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports pursuant to the provisions of Paragraph paragraph 3.4 of all gross income received from leasing, renting renting, or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such termination.

Royalties Records and Reports. 3.1. 3.1 During the term of this Agreement, unless sooner terminated, IgX IMMTECH shall pay to LICENSORNORTHWESTERN, in the manner hereinafter provided, earned royalties at the rate of five six percent (56%) of the NET SALES PRICE of all LICENSED PRODUCT(S) PRODUCT sold by IgX IMMTECH, for the first Ten Million Dollars ($10,000,000) sales, and its SUBLICENSEE(S)at the rate of four percent (4%) for sales exceeding Ten Million Dollars, anywhere in the world. 3.2. 3.2 IMMTECH shall pay to NORTHWESTERN with respect to all sub-licenses granted by IMMTECH hereunder, a royalty at the rate of thirty percent (30%) of all royalties earned by IMMTECH under such sub-licenses. 3.3 LICENSED PRODUCT(S) PRODUCT shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX 3.4 IMMTECH shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX IMMTECH and any SUBLICENSEE(Ssublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. 3.5 So long as this Agreement remains in force, IgX IMMTECH shall deliver to LICENSORNORTHWESTERN, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct conducted by IgX IMMTECH and its SUBLICENSEE(Ssublicensee(S) during the preceding three (3) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. 3.6 Simultaneously with the delivery of each report required by the preceding Paragraph paragraph 3.4, IgX IMMTECH shall pay to LICENSOR NORTHWESTERN the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. 3.7 All payments from IgX IMMTECH to LICENSOR NORTHWESTERN shall be in U.S. dollars. The rates of exchange Royalties for such payments sales made by IMMTECH in foreign currencies shall be midpoint between paid to Northwestern in U.S. Dollars at a conversion rate equal to the buying and selling quarter average of daily composite closing exchange rates for U.S. dollars the quarter in which sales were made as quoted published by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is dueWall Street Journal. 3.7. 3.8 In case of any delay in payment by IgX IMMTECH to LICENSOR NORTHWESTERN not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX IMMTECH without any special notice. 3.8. 3.9 Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALEfirst sale of LICENSED PRODUCT. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties payable to LICENSOR be less that three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. IgX 3.10 IMMTECH shall keep full, true true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR NORTHWESTERN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's IMMTECH'S principal place of business. Said books and the supporting data shall be open available for inspection by Northwestern at all reasonable times, times upon reasonable notice to IMMTECH for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR NORTHWESTERN for the purpose of verifying IgX's IMMTECH'S royalty statements, or IgX's IMMTECH'S compliance in other respects with this Agreement. 3.113.11 IMMTECH shall reimburse NORTHWESTERN for all out-of-pocket costs of filing, prosecution and maintenance for all patent applications and all patents issuing thereon filed and made at the request of IMMTECH. IgX also agrees All such patents and patent applications shall become part of the PATENT RIGHTS licensed to make a written report IMMTECH hereunder. Such reimbursements shall be made to LICENSOR NORTHWESTERN within ninety sixty (9060) days after the date of termination receipt of this Agreement, stating invoice by IMMTECH. Any reimbursements made by IMMTECH hereunder shall be creditable by IMMTECH in such report the number, description and NET SALES of all products made, sold or otherwise disposed of and upon which royalties are full against royalty payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports by it pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such terminationArticle 3.1 above.

Royalties Records and Reports. 3.1. During the term of this Agreement, unless sooner terminated, IgX the Company shall pay to LICENSORthe University, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE Net Sales Price of all LICENSED PRODUCT(SLicensed Product(s) sold by IgX the Company and its SUBLICENSEE(SSublicensee(s), anywhere in the world. Commencing with the calendar year of the First Commercial Sale by the Company, the Company shall pay to the University a minimum royalty under this Section 3.1 of $10,000 in the first calendar year, $20,000 in the second calendar year and $30,000 in the third calendar year and every year thereafter, to the extent that this Agreement remains in effect and has not been terminated in accordance with the terms hereof. 3.2. LICENSED PRODUCT(SLicensed Product(s) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third third-party. 3.3. IgX The Company shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records and reporting by IgX the Company and any SUBLICENSEE(SSublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 3.4. So long as this Agreement remains in force, IgX the Company shall deliver to LICENSORthe University, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX the Company and its SUBLICENSEE(SSublicensee(s) during preceding three (3) months under this Agreement as are necessary to accurately account for sale subject to royalties under this Agreement. Each report shall include, but not be limited towithout limitation, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery of each report required by the preceding Paragraph 3.4Section 3.4 above, IgX the Company shall pay to LICENSOR the University the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX the Company to LICENSOR the University shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. In case of any delay in payment by IgX the Company to LICENSOR the University not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX the Company without special notice. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALEFirst Commercial Sale. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(SLicensed Product(s) under Paragraph Section 2.2 above and Paragraph Section 3.1 above shall be reduced by an amount of royalties actually paid by IgX the Company or such SUBLICENSEE(SSublicensee(s) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use or sell LICENSED PRODUCT(SLicensed Product(s); provided, however, that in no event shall the royalties payable to LICENSOR the University be less that three percent (3%) of the net sales of such LICENSED PRODUCT(SLicensed Product(s). 3.10. IgX The Company shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR the University by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgXthe Company's principal place of business. Said books and supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR the University for the purpose of verifying IgXthe Company's royalty statements, or IgXthe Company's compliance in other respects with this Agreement. 3.11. IgX also agrees to make a written report to LICENSOR within ninety (90) days after the date of termination of this Agreement, stating in such report the number, description and NET SALES of all products made, sold or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports pursuant to the provisions of Paragraph 3.4 of all gross income received from leasing, renting or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such termination.this

Royalties Records and Reports. 3.1. 3.1 During the term of this Agreement, unless sooner terminated, IgX shall pay to LICENSOR, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE of all LICENSED PRODUCT(S) sold by IgX and its SUBLICENSEE(S), anywhere in the world. 3.2. 3.2 LICENSED PRODUCT(S) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. 3.3 IgX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records records, and reporting by IgX and any SUBLICENSEE(S) to whom the License shall have been extended pursuant to this Agreement. 3.4. 3.4 So long as this Agreement remains in force, IgX shall deliver to LICENSOR, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX and its SUBLICENSEE(S) during preceding three (3) months under this Agreement as are necessary to accurately account for sale sales subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. 3.5 Simultaneously with the delivery of each report required by the preceding Paragraph paragraph 3.4, IgX shall pay to LICENSOR the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. 3.6 All payments from IgX to LICENSOR shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. 3.7 In the case of any delay in payment by IgX to LICENSOR not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX without special notice. 3.8. 3.8 Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. 3.9 Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary to make, use use, or sell LICENSED PRODUCT(S); provided, however, that in no event shall the royalties Royalties payable to LICENSOR be less that than three percent (3%) of the net sales of such LICENSED PRODUCT(S). 3.10. 3.10 IgX shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to LICENSOR by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at IgX's principal place of business. Said books and supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by LICENSOR for the purpose of verifying IgX's royalty statements, or IgX's compliance in other respects with this Agreement. 3.11. 3.11 IgX also agrees to make a written report to LICENSOR within ninety (90) days after the date of termination of this Agreementagreement, stating in such report the number, description description, and NET SALES of all products made, sold sold, or otherwise disposed of and upon which royalties are payable hereunder but which were not previously reported to LICENSOR. IgX shall also continue to make quarterly reports pursuant to the provisions of Paragraph paragraph 3.4 of all gross income received from form leasing, renting renting, or otherwise making products available to others without sale or other disposition transferring title in the case of transactions entered into prior to such termination.