Common use of Royalties Records and Reports Clause in Contracts

Royalties Records and Reports. (a) For the rights and privileges granted under this SUBLICENSE AGREEMENT, LICENSEE shall pay to LICENSOR earned royalties equal to * of the NET SALES VALUE of LICENSED PRODUCT sold by LICENSEE, AFFILIATES or SUBLICENSEES. (b) Earned royalty shall be paid in the manner provided herein, to the end of the term or terms of the last to expire of the issued patents within the PATENT RIGHTS, or until this SUBLICENSE AGREEMENT is terminated as hereinafter provided. Earned royalty shall be paid in respect of pending patent applications within the PATENT RIGHTS during such time as the application is actively being prosecuted and has not been abandoned or finally rejected and appellate procedures are unsuccessfully exhausted or the time for perfecting any further appeals has expired. (c) Earned royalty shall be paid pursuant to Article 4(a) hereof on all LICENSED PRODUCTS SOLD under this SUBLICENSE AGREEMENT; however, earned royalty shall be payable hereunder as to a given LICENSED PRODUCT only when a license or an immunity granted under Article 2 hereof is utilized in the manufacture or SALE thereof, and the earned royalty payable on a given LICENSED PRODUCT made hereunder shall not become due and owing until such LICENSED PRODUCT is SOLD. Any LICENSED PRODUCT made under a license granted pursuant to this SUBLICENSE AGREEMENT prior to the termination or expiration of the applicable PATENT RIGHTS and not SOLD prior to the termination or expiration of such PATENT RIGHTS shall be * 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.

Royalties Records and Reports. (a) 4.1 For the rights and privileges granted under this SUBLICENSE AGREEMENT, LICENSEE shall pay to LICENSOR earned royalties equal to * [***] of the NET SALES VALUE of LICENSED PRODUCT PRODUCTS sold by LICENSEELICENSEE or its AFFILIATES. With respect to sales by SUBLICENSEES, AFFILIATES or SUBLICENSEESLICENSEE shall pay to LICENSOR earned royalties equal to [***] [***] Confidential treatment requested. (b) Earned royalty shall be paid in the manner provided herein, to the end of the term or terms of the last to expire of the issued patents within the PATENT RIGHTS, or until this SUBLICENSE AGREEMENT is terminated as hereinafter provided. Earned royalty shall be paid in respect of pending patent applications within the PATENT RIGHTS during such time as the application is actively being prosecuted and has not been abandoned or finally rejected and appellate procedures are unsuccessfully exhausted or the time for perfecting any further appeals has expired. (c) 4.2 Earned royalty shall be paid pursuant to Article 4(a) 4.1 hereof on all LICENSED PRODUCTS SOLD under this SUBLICENSE AGREEMENT; howeverPRODUCTS, earned royalty on a country-by-country basis for [***] years from first commercial sale of the first LICENSED PRODUCT in such country. Thereafter, royalties shall be payable hereunder as to paid in respect of a given LICENSED PRODUCT until the expiration of the last to expire of the PATENT RIGHTS containing a VALID CLAIM covering the LICENSED PRODUCTS in such country. Notwithstanding the foregoing, however, with respect to any country of the European Union, royalties on NET SALES of LICENSED PRODUCTS which are payable only when a license or an immunity granted under Article 2 hereof is utilized in by virtue of the manufacture or SALE thereof, and LICENSED KNOW-HOW shall be payable commencing from the earned royalty payable on a given date of first commercial sale of the first LICENSED PRODUCT made hereunder shall not become due in such country and owing until such ending on the earlier of (i) the date on which the LICENSED KNOW-HOW becomes published or generally known to the public through no fault on the part of LICENSOR, its AFFILIATES or SUBLICENSEES or (ii) the [***] anniversary of the first commercial sale of the first LICENSED PRODUCT is SOLD. in any country of the European Union. 4.3 Any LICENSED PRODUCT made under a license granted pursuant to this SUBLICENSE AGREEMENT prior to the termination or expiration of the applicable PATENT RIGHTS and not SOLD prior to the termination or expiration of such PATENT RIGHTS shall be * Certain subject to the payment of royalties hereunder when SOLD, even though such SALE occurs after the termination or expiration of all pertinent licenses or rights granted hereunder. 4.4 The earned royalty for any particular LICENSED PRODUCT shall be due upon the first bona fide arm's length SALE thereof by LICENSEE, an AFFILIATE or SUBLICENSEE, and any [***] Confidential treatment requested. subsequent SALE of such LICENSED PRODUCT by other than LICENSEE, AFFILIATE or SUBLICENSEE shall be royalty free. In the case of transfers or SALES of any LICENSED PRODUCT between LICENSEE and an AFFILIATE or between AFFILIATES, LICENSEE and SUBLICENSEE, one and only one royalty shall be payable thereon and such royalty shall become payable upon the final SALE thereof to a third party other than LICENSEE, AFFILIATE or SUBLICENSEE. 4.5 For the purposes of reporting and making payments of earned royalties under this SUBLICENSE AGREEMENT, the manufacture, SALE or USE of LICENSED PRODUCTS by any AFFILIATE to which the license and rights shall have been extended shall be considered the manufacture, SALE or USE of such LICENSED PRODUCTS by LICENSEE and any such AFFILIATE may make the pertinent reports and royalty payments specified in Article 4 hereof directly to LICENSOR on behalf of LICENSEE; otherwise, such reports and payments on account of SALES or USES of LICENSED PRODUCTS by each AFFILIATE shall be made by LICENSEE; and, in any event, the SALES and USES of LICENSED PRODUCTS by each such AFFILIATE shall be separately shown in the reports to LICENSOR if such information on is readily available to LICENSEE. 4.6 LICENSEE 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 LICENSEE's principal place of business. Said books and the supporting data shall be maintained and kept open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent accountant retained by LICENSOR for the purpose of verifying LICENSEE's royalty statements, or LICENSEE's compliance in other respects with this page has been omitted SUBLICENSE AGREEMENT. Names of customers and filed other confidential information shall not be disclosed to LICENSOR by such independent accountant. Such accountant shall be retained at LICENSOR's sole expense, unless during any such inspection a deficiency in payments to LICENSOR of five percent (5%) or more is determined to exist in which event LICENSEE shall within thirty (30) days reimburse LICENSOR for the full expense of retaining such accountant, including but not limited to professional and administrative fees, travel and subsistence costs. 4.7 LICENSEE within ninety (90) days after the first day of January, April, July and October of each year shall deliver to LICENSOR a true and accurate report, giving such particulars of the LICENSED PRODUCTS SOLD by LICENSEE, AFFILIATES and royalty received from SUBLICENSEES during the preceding three (3) months ("Accounting Period") under this SUBLICENSE AGREEMENT as are pertinent to an accounting for royalty under this SUBLICENSE AGREEMENT. These shall include at least the following, separately stated as to the LICENSED PRODUCTS: (i) the quantity of LICENSED PRODUCTS invoiced by LICENSEE or AFFILIATES during those three(3) months and the xxxxxxxx therefor; (ii) the allowable deductions therefrom; (iii) the calculation of royalties thereon. Simultaneously with the Commissiondelivery of each such report, LICENSEE shall pay to LICENSOR the royalty and any other payments due under this SUBLICENSE AGREEMENT for the period covered by such report. Confidential treatment has been requested with respect If no royalties are due, it shall be so reported. Royalties shall be paid to LICENSOR in United States Dollars at LICENSOR's office specified for the purposes of giving notice in Article 14.2 hereof. 4.8 The remittance of royalties payable on sales outside the United States will be payable to LICENSOR in United States Dollar equivalents at the official rate of exchange of the currency of the country from which the royalties are payable as quoted by The Wall Street Journal, New York Edition, for the day upon which the transfer of funds for the royalty payment is made. If the transfer or the conversion into United States Dollar equivalents in any such instance is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the sales were made on which the royalty was based, to the omitted portionscredit and account of LICENSOR or its nominee in any commercial bank or trust company of its choice located in that country, prompt notice of which shall be given by LICENSEE to LICENSOR. 4.9 In the event that any taxes, withholding or otherwise, are levied by any taxing authority in connection with accrual or payment of any royalties payable to LICENSOR under this SUBLICENSE AGREEMENT, LICENSEE or its AFFILIATES and/or SUBLICENSEES shall have the right to pay such taxes to the local tax authorities on behalf of LICENSOR (or, in the case of SUBLICENSEE SALES, on behalf of LICENSEE), and the payment to LICENSOR of the net amount due after reduction by the amount of such taxes, together with evidence of payment of such taxes, shall fully satisfy LICENSEE's royalty obligations under this SUBLICENSE AGREEMENT. LICENSEE agrees to make a good faith effort to obtain a refund of any such taxes for LICENSOR if LICENSOR informs LICENSEE that it believes such taxes have been improperly levied. 4.10 In the event that any payment required under this SUBLICENSE AGREEMENT shall be overdue, LICENSEE shall pay interest thereon at an annual rate of TWO percent (2%) over the United States Clearing Bank Base Lending Rate computed from the date when the payment became due; provided that if such rate shall be in excess of that allowed by applicable law, then the highest rate allowable shall apply. Payment shall be deemed to have been made when received by LICENSOR.

Royalties Records and Reports. (a) For the rights and privileges granted under this SUBLICENSE AGREEMENT, LICENSEE shall pay to LICENSOR earned royalties equal to * One percent (1%) of the NET SALES VALUE of LICENSED PRODUCT sold by LICENSEE, AFFILIATES or SUBLICENSEES. (b) Earned royalty shall be paid in the manner provided herein, to the end of the term or terms of the last to expire of the issued patents within the PATENT RIGHTS, or until this SUBLICENSE AGREEMENT is terminated as hereinafter provided. Earned royalty shall be paid in respect of pending patent applications within the PATENT RIGHTS during such time as the application is actively being prosecuted and has not been abandoned or finally rejected and appellate procedures are unsuccessfully exhausted or the time for perfecting any further appeals has expired. (c) Earned royalty shall be paid pursuant to Article 4(a) hereof on all LICENSED PRODUCTS SOLD under this SUBLICENSE AGREEMENT; however, earned royalty shall be payable hereunder as to a given LICENSED PRODUCT only when a license or an immunity granted under Article 2 hereof is utilized in the manufacture or SALE thereof, and the earned royalty payable on a given LICENSED PRODUCT made hereunder shall not become due and owing until such LICENSED PRODUCT is SOLD. Any LICENSED PRODUCT made under a license granted pursuant to this SUBLICENSE AGREEMENT prior to the termination or expiration of the applicable PATENT RIGHTS and not SOLD prior to the termination or expiration of such PATENT RIGHTS shall be * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect subject to the omitted portionspayment of royalties hereunder when SOLD, even though such SALE occurs after the termination or expiration of all pertinent licenses or rights granted hereunder. The earned royalty for any particular LICENSED PRODUCT shall be due upon the first bona fide arm’s length SALE thereof by LICENSEE, AFFILIATE or SUBLICENSEE, and any subsequent SALE of such LICENSED PRODUCT by other than LICENSEE, AFFILIATE, or SUBLICENSEE shall be royalty free. (d) Notwithstanding the provisions of Article 4(b) hereof, in the case of transfers or SALES of any LICENSED PRODUCT between LICENSEE and an AFFILIATE, between AFFILIATES, or between LICENSEE or AFFILIATE and SUBLICENSEES, one and only one royalty shall be payable thereon and such royalty shall become payable upon the final SALE thereof to a third party other than LICENSEE, AFFILIATE or SUBLICENSEE. (e) LICENSEE 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 LICENSEE’s principal place of business. Said books and the supporting data shall be maintained and kept open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accountant retained by LICENSOR and reasonably acceptable to LICENSEE for the purpose of verifying LICENSEE’s royalty statements, or LICENSEE’s compliance in other respects with this SUBLICENSE

Royalties Records and Reports. (a) For the rights and privileges granted under this SUBLICENSE AGREEMENT, 3.01 LICENSEE shall pay to LICENSOR earned royalties equal to * a running royalty (i) during the term of the NET SALES VALUE of LICENSED PRODUCT sold by LICENSEE, AFFILIATES or SUBLICENSEES. (b) Earned royalty shall be paid in the manner provided herein, this AGRREMENT up to the end date on which the U.S. Patent and Trademark Office shall issue a patent in respect of the term or terms of the last to expire of the issued patents within the PATENT RIGHTS, or until at the rate of [Confidential Treatment Requested] percent ([Confidential Treatment Requested]%) of NET SALES of LICENSED PRODUCTS and (ii) during the terms of this SUBLICENSE AGREEMENT is terminated as hereinafter provided. Earned royalty Agreement from and after the date on which the U.S. Patent and Trademark Office shall be paid issue a patent in respect of pending patent applications within the PATENT RIGHTS during at the rate of (Confidential Treatment Requested) percent ([Confidential Treatment Requested]%) of NET SALES of LICENSED PRODUCTS. If LICENSEE demonstrates through written records (i) that it has been necessary to license additional technology from third parties in order to commercialize the LICENSED PRODUCTS (the "NECESSARY TECHNOLOGY") and (ii) that such time as additional license for NECESSARY TECHNOLOGY obligates LICENSEE to pay royalties on NET SALES of LICENSED PRODUCTS such that the application is actively being prosecuted and has not been abandoned or finally rejected and appellate procedures are unsuccessfully exhausted or the time for perfecting any further appeals has expired. aggregates royalties on NET SALES due to third parties exceeds [Confidential Treatment Requested] percent (c[Confidential Treatment Requested]%) Earned royalty of NET SALES, then LICENSEE shall be paid pursuant permitted to Article 4(a) hereof on all LICENSED PRODUCTS SOLD reduce the royalty due LICENSOR under this SUBLICENSE AGREEMENTAGREEMENT by one-half of any such additional royalties payable to third parties in excess of [Confidential Treatment Requested] percent ([Confidential Treatment Requested]%] percent of NET SALES of LICENSED PRODUCTS; provided, however, earned in no case shall the royalty shall be rate payable hereunder as by LICENSEE to a given LICENSED PRODUCT only when a license or an immunity granted under Article 2 hereof is utilized in the manufacture or SALE thereof, and the earned royalty payable on a given LICENSED PRODUCT made hereunder shall not become due and owing until such LICENSED PRODUCT is SOLD. Any LICENSED PRODUCT made under a license granted LICENSOR pursuant to this SUBLICENSE AGREEMENT prior to Section 3.01 from and after the termination or expiration date on which the U.S. Patent and Trademark Office shall issue a patent in respect of the applicable PATENT RIGHTS and not SOLD prior RIGHTS, when reduced by any royalties due to the termination or expiration third parties for NECESSARY TECHNOLOGY, be less than [Confidential Treatment Requested] percent ([Confidential Treatment Requested]%) of such PATENT RIGHTS shall be * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsNET SALES.