Common use of ROYALTY AND PROGRESS REPORTS Clause in Contracts

ROYALTY AND PROGRESS REPORTS. 7.1 LICENSEE will submit to LLNS an annual progress report as described in Paragraph 7.2 below covering activities by LICENSEE and its sublicensees related to the development and testing of all Licensed Products and Licensed Services. After the first Sale of Licensed Product or Licensed Service, LICENSEE is required to submit a progress report annually rather than semi-annually. Such progress report will be signed by LICENSEE’s President or his/her designee attesting to the accuracy of the information in the report. If LICENSEE fails to submit a timely progress report to LLNS, LLNS will be entitled to terminate this Agreement but only after LLNS has provided LICENSEE notice of such failure and a reasonable opportunity to cure the failure, as provided in Paragraph 10.1 (Termination by LLNS). If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination. 7.2 The progress reports submitted under Paragraph 7.1 above will include, but not be limited to, a reasonably detailed summary of the following topics: • Summary of work completed toward commercialization of Licensed Products or Licensed Services; • Schedule of anticipated events or milestones, including status of those events or milestones. Should LICENSEE wish to change the schedule of events or milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), LICENSEE must request advance written approval from LLNS; • A financial statement showing the investments made in the commercialization effort to date; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. • Anticipated and actual market introduction dates of each Licensed Product or Licensed Service; • Summary of marketing and sales activities, including copies of marketing and sales literature; and • activities of the sublicensees, if any. 7.3 LICENSEE also will report to LLNS the date of first Sale of a Licensed Product or Licensed Service within thirty (30) days of such Sale. 7.4 LICENSEE will [****] reports and payments to LLNS on or before each [****] of each year. If there were no Sale of Licensed Products or Licensed Services, the report will state that. Royalty reports will be signed by LICENSEE’s President or Chief Financial Officer attesting to the accuracy of the report. Each such royalty report will cover the most recently completed [****] and will show: 7.4.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold by LICENSEE and its sublicensees during the most recently completed [****]; 7.4.2 the number of Licensed Products or Licensed Services Sold by LICENSEE and its sublicensees during the most recently completed [****]; 7.4.3 the place of manufacture of Licensed Products or practice of Licensed Services; 7.4.4 the royalties, in U.S. dollars, payable hereunder with respect to Net Sales; 7.4.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; and 7.4.6 the exchange rates used, if any. 7.5 Upon request, LICENSEE will provide LLNS with an audited statement of royalty accounts within sixty (60) days after the end of each calendar year. LLNS will protect such statements as Proprietary Information of LICENSEE and not disseminate them unless required by law in accordance with the NDA. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 7.6 [****].

ROYALTY AND PROGRESS REPORTS. 7.1 LICENSEE will submit to LLNS TomoTherapy an annual progress report as described in Paragraph 7.2 below covering activities by LICENSEE and its sublicensees related to the development and testing of all Licensed Products and Licensed Services. After the first Sale of Licensed Product or Licensed Service, LICENSEE is required to submit a progress report annually rather than semi-annually. Such progress report will be signed by LICENSEE’s President General Manager or his/her designee attesting to the accuracy of the information in the report. If LICENSEE fails to submit a timely progress report to LLNSTomoTherapy, LLNS TomoTherapy will be entitled to terminate this Agreement but only after LLNS has provided LICENSEE notice of such failure and a reasonable opportunity to cure in accordance with the failure, as provided material breach provision set forth in Paragraph 10.1 (Termination by LLNS)10.1. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination. 7.2 The progress reports submitted under Paragraph 7.1 above will include, but not be limited to, a reasonably detailed summary of the following topics: • Summary of work completed toward commercialization of Licensed Products or Licensed ServicesPatents; • Schedule of anticipated events or milestones, including status of those events or milestones. Should LICENSEE wish to change the schedule of events or milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), LICENSEE must request advance written approval from LLNSTomoTherapy; • A financial statement showing the investments made in the commercialization effort to date; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. • Anticipated and actual market introduction dates of each Licensed Product or Licensed Service; • Summary of marketing and sales activities, including copies of marketing and sales literature; and • activities of the sublicensees, if any. 7.3 LICENSEE also will report to LLNS TomoTherapy in its immediately subsequent progress report the date of first Sale or other exploitation of a Licensed Product or Licensed Service within thirty (30) days of such Salein each country. 7.4 Beginning with the quarter following First Commercial Acceptance, LICENSEE will [****] provide quarterly royalty reports and payments to LLNS TomoTherapy on or before each [****] February 28, May 31, August 31, and November 30 of each year. If there were no Sale of Licensed Products or Licensed Services, the report will state that. Royalty reports will be signed by LICENSEE’s President General Manager or Chief Financial Officer chief financial officer, or their designee, attesting to the accuracy of the report. Each such royalty report will cover the most recently completed [****] calendar quarter (October through December covered in the February 28th report, January through March in the May 31st report, April through June in the August 31st report, and July through September in the November 30th report) and will show: 7.4.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE and its sublicensees during the most recently completed [****]calendar quarter; 7.4.2 the number of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE and its sublicensees during the most recently completed [****]calendar quarter; 7.4.3 the place of manufacture of Licensed Products or practice of Licensed Services; 7.4.4 the royalties, in U.S. dollars, payable hereunder with respect to Net Sales; 7.4.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; and 7.4.6 the exchange rates used, if any. 7.5 Upon request, LICENSEE will provide LLNS TomoTherapy with an audited annual statement of royalty accounts within sixty (60) days after the end financial closing of each calendar LICENSEE’s fiscal year. LLNS TomoTherapy will protect such statements statements, and any of the other reports provided to TomoTherapy pursuant to Article 7, as Proprietary Information of LICENSEE and not disseminate them unless required by law in accordance with or permitted by this Agreement. If a disclosure is required by law, TomoTherapy will give LICENSEE the NDA. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSIONopportunity to seek a protective order preventing or limiting such disclosure. 7.6 [****].

ROYALTY AND PROGRESS REPORTS. 7.1 LICENSEE XXXX will submit to LLNS TomoTherapy an annual progress report as described in Paragraph 7.2 below covering activities by LICENSEE XXXX and its sublicensees related to the development and testing of all Licensed Products and Licensed Services. After the first Sale of Licensed Product or Licensed Service, LICENSEE is required to submit a progress report annually rather than semi-annually. Such progress report will be signed by LICENSEE’s XXXX’x President or Chief Executive Officer or his/her designee attesting to the accuracy of the information in the report. If LICENSEE fails to submit a timely progress report to LLNS, LLNS will be entitled to terminate this Agreement but only after LLNS has provided LICENSEE notice of such failure and a reasonable opportunity to cure the failure, as provided in Paragraph 10.1 (Termination by LLNS). If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination. 7.2 The progress reports submitted under Paragraph 7.1 above will include, but not be limited to, a reasonably detailed summary of the following topics: • · Summary of work completed toward commercialization of Licensed Products or Licensed ServicesPatents; • · Schedule of anticipated events or milestones, including status of those events or milestones. Should LICENSEE XXXX wish to change the schedule of events or milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), LICENSEE XXXX must request advance written approval from LLNSTomoTherapy; • · A financial statement showing the investments made in the commercialization effort to date; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. • · Anticipated and actual market introduction dates of each Licensed Product or Licensed Service; • · Summary of marketing and sales activities, including copies of marketing and sales literature; and • activities · Activities of the sublicensees, if any. 7.3 LICENSEE XXXX also will report to LLNS TomoTherapy in its immediately subsequent progress report the date of first Sale or other exploitation of a Licensed Product or Licensed Service within thirty (30) days of such Salein each country. 7.4 LICENSEE Beginning with the quarter following First Commercial Acceptance, XXXX will [****] provide quarterly royalty reports and payments to LLNS TomoTherapy on or before each [****] February 28, May 31, August 31, and November 30 of each year. If there were no Sale of Licensed Products or Licensed Services, the report will state that. Royalty reports will be signed by LICENSEE’s President XXXX’x General Manager or Chief Financial Officer chief financial officer, or their designee, attesting to the accuracy of the report. Each such royalty report will cover the most recently completed [****] calendar quarter (October through December covered in the February 28th report, January through March in the May 31st report, April through June in the August 31st report, and July through September in the November 30th report) and will show: 7.4.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE XXXX and its sublicensees during the most recently completed [****]calendar quarter; 7.4.2 the number of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE XXXX and its sublicensees during the most recently completed [****]calendar quarter; 7.4.3 the place of manufacture of Licensed Products or practice of Licensed Services; 7.4.4 the royalties, in U.S. dollars, payable hereunder with respect to Net Sales; 7.4.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; and 7.4.6 the exchange rates used, if any. 7.5 Upon request, LICENSEE XXXX will provide LLNS TomoTherapy with an audited annual statement of royalty accounts within sixty (60) days after the end financial closing of each calendar XXXX’x fiscal year. LLNS TomoTherapy will protect such statements statements, and any of the other reports provided to TomoTherapy pursuant to Article 7, as Proprietary Information of LICENSEE and not disseminate them unless required by law in accordance with or permitted by this Agreement. If a disclosure is required by law, TomoTherapy will give XXXX the NDA. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSIONopportunity to seek a protective order preventing or limiting such disclosure. 7.6 [****].

ROYALTY AND PROGRESS REPORTS. 7.1 LICENSEE will submit to LLNS THE REGENTS an annual progress report as described in Paragraph 7.2 below covering activities by LICENSEE and its sublicensees related to the development and testing of all Licensed Products and Licensed Services. After the first Sale of Licensed Product or Licensed Service, LICENSEE is required to submit a progress report annually rather than semi-annually. Such progress report will be signed by LICENSEE’s President or his/her designee attesting to the accuracy of the information in the report. If LICENSEE fails to submit a timely progress report to LLNSTHE REGENTS, LLNS THE REGENTS will be entitled to terminate this Agreement but only after LLNS has provided LICENSEE notice of such failure and a reasonable opportunity to cure in accordance with the failure, as provided material breach provision set forth in Paragraph 10.1 (Termination by LLNS)10.1. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination. 7.2 The progress reports submitted under Paragraph 7.1 above will include, but not be limited to, a reasonably detailed summary of the following topics: • Summary of work completed toward commercialization of Licensed Products or Licensed ServicesPatents; • Schedule of anticipated events or milestones, including status of those events or milestones. Should LICENSEE wish to change the schedule of events or milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), LICENSEE must request advance written approval from LLNSTHE REGENTS; • A financial statement showing the investments made in the commercialization effort to date; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. • Anticipated and actual market introduction dates of each Licensed Product or Licensed Service; • Summary of marketing and sales activities, including copies of marketing and sales literature; and • activities of the sublicensees, if any. 7.3 LICENSEE also will report to LLNS THE REGENTS in its immediately subsequent progress report the date of first Sale or other exploitation of a Licensed Product or Licensed Service within thirty (30) days of such Salein each country. 7.4 Beginning with the quarter following First Commercial Acceptance, LICENSEE will [****] provide quarterly royalty reports and payments to LLNS THE REGENTS on or before each [****] February 28, May 31, August 31, and November 30 of each year. If there were no Sale of Licensed Products or Licensed Services, the report will state that. Royalty reports will be signed by LICENSEE’s President or Chief Financial Officer Officer, or their designee, attesting to the accuracy of the report. Each such royalty report will cover the most recently completed [****] calendar quarter (October through December covered in the February 28th report, January through March in the May 31st report, April through June in the August 31st report, and July through September in the November 30th report) and will show: 7.4.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE and its sublicensees during the most recently completed [****]calendar quarter; 7.4.2 the number of Licensed Products or Licensed Services Sold or otherwise exploited by LICENSEE and its sublicensees during the most recently completed [****]calendar quarter; 7.4.3 the place of manufacture of Licensed Products or practice of Licensed Services; 7.4.4 the royalties, in U.S. dollars, payable hereunder with respect to Net Sales; 7.4.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; and 7.4.6 the exchange rates used, if any. 7.5 Upon request, LICENSEE will provide LLNS THE REGENTS with an audited annual statement of royalty accounts within sixty (60) days after the end financial closing of each calendar LICENSEE’s fiscal year. LLNS THE REGENTS will protect such statements statements, and any of the other reports provided to THE REGENTS pursuant to Article 7, as Proprietary Information of LICENSEE and not disseminate them unless required by law in accordance with law. If a disclosure is required by law, THE REGENTS will give LICENSEE the NDA. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSIONopportunity to seek a protective order preventing or limiting such disclosure. 7.6 [****].

ROYALTY AND PROGRESS REPORTS. 7.1 6.1 LICENSEE will submit to LLNS an THE REGENTS a semi-annual progress report as described in Paragraph 7.2 6.2 below covering activities by LICENSEE and its sublicensees related to the development and testing of all Licensed Products and Licensed Services. After the first Sale of Licensed Product or Licensed Service, LICENSEE is required to submit a progress report annually rather than semi-annually. Such progress report will be signed by LICENSEE’s 's President or his/her designee attesting to the accuracy of the information in the report. If LICENSEE fails to submit a timely progress report to LLNSTHE REGENTS, LLNS THE REGENTS will be entitled to terminate this Agreement but only after LLNS has provided LICENSEE notice of such failure and a reasonable opportunity to cure the failure, as provided in Paragraph 10.1 (Termination by LLNS)Agreement. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s 's expiration, a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination. 7.2 6.2 The progress reports submitted under Paragraph 7.1 6.1 above will include, but not be limited to, a reasonably detailed summary of the following topics: • o Summary of work completed toward commercialization of Licensed Products or Licensed ServicesPatents; • October 27, 2006 10 TL02139-0.0 Intelli-Well Technologies, Inc. Smart Borehole Casings Technology o Schedule of anticipated events or milestones, including status of those events or milestones. Should LICENSEE wish to change the schedule of events or milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), LICENSEE must request advance written approval from LLNS; • A financial statement showing the investments made in the commercialization effort to date; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. • Anticipated and actual market introduction dates of each Licensed Product or Licensed Service; • Summary of marketing and sales activities, including copies of marketing and sales literature; and • activities of the sublicensees, if any. 7.3 LICENSEE also will report to LLNS the date of first Sale of a Licensed Product or Licensed Service within thirty (30) days of such Sale. 7.4 LICENSEE will [****] reports and payments to LLNS on or before each [****] of each year. If there were no Sale of Licensed Products or Licensed Services, the report will state that. Royalty reports will be signed by LICENSEE’s President or Chief Financial Officer attesting to the accuracy of the report. Each such royalty report will cover the most recently completed [****] and will show: 7.4.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold by LICENSEE and its sublicensees during the most recently completed [****]REGENTS; 7.4.2 the number of Licensed Products or Licensed Services Sold by LICENSEE and its sublicensees during the most recently completed [****]; 7.4.3 the place of manufacture of Licensed Products or practice of Licensed Services; 7.4.4 the royalties, in U.S. dollars, payable hereunder with respect to Net Sales; 7.4.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction; and 7.4.6 the exchange rates used, if any. 7.5 Upon request, LICENSEE will provide LLNS with an audited statement of royalty accounts within sixty (60) days after the end of each calendar year. LLNS will protect such statements as Proprietary Information of LICENSEE and not disseminate them unless required by law in accordance with the NDA. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 7.6 [****].