Common use of Royalty Payments Clause in Contracts

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (60) days following the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) 7.01. Royalties earned hereunder will be accrued quarterly semi-annually and paid in United States dollars paid, less all advances, taxes, and any other charges, within sixty (60) days following each June 30th and December 31st for the last day of January, April, July and Octoberpreceding six (6) month period, in accordance with PublisherG2’s regular accounting practices. Publisher shall G2 shall, however, have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practicesexchanges, said reserves not to exceed thirty percent (30%). All unused reserves Each reserve established hereunder shall be liquidated one year at the end of the following semi-annual period. If G2 makes any overpayment of royalties (e.g., by reason of an accounting error or paying royalties on Records returned later), G2 shall have the quarter that the reserve was taken. Publisher shall recoup right to offset such overpayment against any Advance paid in accordance with Section 4, above subsequent payment due to Artist from royalties payable to DeveloperG2. (b) 7.02. Each Royalty royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with PublisherG2’s regular accounting practices. Royalty Said statements shall includebe provided to Artist within sixty (60) days of the end of each calendar quarter, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwiseeven though royalty payments are semi-annual. Each statement shall become binding on Developer upon Artist and Developer Artist shall not neither have or nor make any claim against Publisher G2 with respect to such statement, unless Developer Artist shall advise Publisher G2, in writing writing, of the specific basis of such claim within six one (61) months year after the date that Publisher renders G2 mails such statement. G2’s accounting books and records will be kept and maintained in accordance with generally accepted accounting principles, consistently applied. 7.03. Artist shall not be entitled to recover damages or to terminate this Agreement for any reason because of a claimed breach by G2 of its material obligations hereunder, unless G2 has failed to remedy such breach within sixty (c60) Publisher days following receipt of written notice thereof. Artist will not have the right to xxx G2 in connection with any royalty accounting, or xxx G2 for royalties accrued by Artist during the period a royalty accounting covers, unless Artist commences the suit within two (2) years after the date when the statement in question is rendered to Artist. If Artist commences suit on any controversy or claim concerning royalty accountings rendered to Artist under this Agreement, the scope of the proceeding will be limited to determination of the amount of royalties due for the accounting periods covered and reasonable attorney fees, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing. Artist’s recovery of any such royalties and attorney’s fees will be the sole remedy available to Artist by reason of G2’s royalty accountings. Without limiting the generality of the preceding sentence, Artist will not have any right to seek termination of this Agreement or avoid the performance of their obligations under it by reason of any such claim. Artist’s remedy for G2’s willful refusal to permit it to record its Minimum Recording Commitment shall be limited to termination of this Agreement. 7.04. G2 agrees that Developer Artist may, not more than once during any calendar year, but only once with respect to any statement rendered hereunder, audit its books and records for the purpose of determining the accuracy of PublisherG2’s statementsstatements to Artist. If Developer Artist wishes to perform any such audit, it Artist will be required to notify Publisher in writing G2 at least five thirty (530) business days before the date it when Artist plans to begin the audit. If Artist’s audit has not been completed within one (1) month from the time Artist begins it, G2 may require Artist to terminate it on seven (7) days notice to Artist and G2 will not be required to permit Artist to continue the examination after the end of that seven (7) day period. Artist shall not be entitled to examine any manufacturing records or any other records which do not specifically report sales of Records or calculation of net receipts on which royalties are accruable hereunder. All audits shall be made during regular business hours, and shall be conducted on DeveloperArtist’s behalf by a certified an independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the ProductCertified Public Accountant. Each examination shall be made at DeveloperArtist’s sole cost and expense at PublisherG2’s regular place of business in the United States States, where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) The Company shall pay Consultant royalty payments (the “Royalty Payments”) with respect to products sold by the Company, any of its Affiliates or any of their respective partners if the use, manufacture or sale of Assets contained within such product is covered by or encompassed within the scope of one or more claims contained in a then unexpired patent of an Invention as outlined in Table 1. (A) equal to (C) of Net Sales if cumulative Net Sales exceed (D) and are not more than [*] [*] (b) Royalties earned hereunder will may also be accrued quarterly and additionally reduced if, Company determines, after consultation with counsel, that it is reasonably necessary to obtain a third party license to patent rights to avoid infringement thereof by a product embodying the Gel Lock Invention (such third party patent rights “Blocking Rights”). The reduction in the royalties paid to Polaschegg may be reduced by an additional [*]% of the aggregate amount paid by Company to third parties for Blocking Rights. The Treatments Invention shall not have a reduction of royalties based on additional patented features. (c) The Royalty Payment shall be paid in United States dollars by the Company within sixty [*] following the end of each calendar quarter (60the first such quarter to be that in which royalties first accrue) days following in an amount equal to the Royalty Payment accruing during that calendar quarter measured in currency of the country in which sales shall have been made by the Company, its Affiliates or their respective partners and converted into United States dollars at such country’s official banker’s rate in effect on the last day of January, April, July and October, in accordance with Publisher’s accounting practicessuch calendar quarter. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each The Royalty payment hereunder Payment shall be accompanied by reports which shall indicate the sales by the Company, its Affiliates and their respective partners for the previous calendar quarter and shall show the amount of the Royalty Payment due with sufficient information to enable confirmation by Consultant. Examples of Royalty Payment Calculations are outlined in Exhibit B. If a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitationdispute arises regarding the royalty payment and the calculation of the royalty payment, the number company shall continue to pay royalties without using reductions pending resolution. The dispute shall be settled according to Section 7 - Arbitration. Any resulting payments made at the wrong rate shall be corrected by future royalty payments. Failure to pay within sixty days at the end of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and each calendar quarter constitutes a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing breach of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered contract by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpaymentCompany. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) Royalties earned hereunder will In further consideration of the Patents and other Intellectual Property included in Purchased Assets, Seller shall be accrued quarterly and paid eligible to receive, in United States dollars within sixty the aggregate, royalty payments up to a maximum of Twenty Million Dollars (60US $20,000,000) days following (the last day of January, April, July and October, “Royalty Amount”) in accordance with Publisher’s accounting practicesthe terms of this Section 2.9 and Schedule 2.9, over the course of the six fiscal years ended December 31, 2012, 2013, 2014, 2015, 2016 and 2017 (each a “Performance Period”). Publisher The aggregate amount payable to Seller for any Performance Period (the “Annual Royalty Amount”) shall have the right to establish reasonable reserves for returns and defective products be calculated in accordance with Publisher’s business practicesSchedule 2.9 based on the Net Revenue (as defined on Schedule 2.9) of the Business during such Performance Period. All unused reserves No Annual Royalty Amount shall be liquidated one payable for the fiscal year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4ended December 31, above from royalties payable to Developer2011. (b) Within sixty (60) calendar days following the end of each Performance Period, Buyer shall at its expense prepare and deliver to Seller its calculation of the Annual Royalty Amount for such Performance Period. Seller shall have access to such books and records as may be reasonably necessary to confirm Xxxxx’s calculations of the Annual Royalty Amount, which calculations shall be derived from Buyer’s books and records. If Seller disputes Xxxxx’s calculation of the Annual Royalty Amount, Seller shall deliver a Notice of Dispute no more than fifteen (15) calendar days after the date Seller receive the disputed calculation. If Seller fails to deliver a Notice of Dispute within such 15-day period, Seller shall be deemed to have accepted the calculations prepared by Xxxxx. (c) Upon receipt of a Notice of Dispute, Buyer shall promptly consult with Seller with respect to the specified points of disagreement in a good faith effort to resolve the dispute. If any such dispute is not resolved by Seller and Buyer within ten (10) calendar days after Xxxxx receives the Notice of Dispute, Buyer and Seller shall refer the dispute to the Accountant, or, if the Accountant is unable or refuses to act, such other reputable accounting firm that is mutually acceptable to the Parties, to finally determine, as soon as practicable, and in any event within 30 calendar days after such reference, all points of disagreement with respect to the calculation of the Annual Royalty Amount. Such dispute shall be resolved in the same manner as set forth in Section 2.6. (d) Each Annual Royalty payment hereunder Amount payable to Seller, if any, shall be made to Seller in accordance with the wire instructions set forth on Schedule 8.4(a) on the later of (a) ninety (90) days following the end of a Performance Period or (b) the date that is five (5) Business Days after the resolution of any dispute between Seller and Buyer relating to the amount of such payment. (e) If Buyer is notified or becomes aware of a claim or alleged claim which is covered by the indemnification provisions of Article 9, Buyer may set-off an amount against the Annual Royalty Amount equal to Xxxxx’s Loss associated with such claim as to which it is entitled under Article 9. In addition to any Notice of Claim required by Section 9.4, Buyer shall provide Seller with written notice of its intent to set-off some or all of such Annual Royalty Amount in connection with the calculation of the Annual Royalty Amount. Such notice shall be accompanied by a statement in United States dollars, written and reasonably detailed explanation of the claim and the process and methods Buyer used to determine its potential liability therefor. Any amount set-off against such Annual Royalty Amount that is not used to settle or pay an amount that is covered by the indemnification provisions of Article 9 shall be paid to Seller in accordance with Publisher’s regular accounting practicesthis Section 2.9. Royalty statements shall include, without limitation, the number Any right of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher set-off with respect to such statement, unless Developer a claim that is provided under this Section 2.9(e) shall advise Publisher in writing be without prejudice to the rights of the specific basis of Seller to contest such claim within six (6) months after the date that Publisher renders such statementas provided in Article 9. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) Buyer shall (i) within forty-five (45) days after the expiration of each quarter of each Contract Year, pay to Seller the Royalty Payment for such quarterly period, as set forth in Exhibit A, by wire transfer in immediately available funds to a U.S. bank account of Seller to be designated by Seller and (ii) no later than sixty (60) days after the expiration of each Contract Year, deliver to Seller a statement setting forth Buyer's determination of the Net Sales for the corresponding Contract Year and Buyer's determination of the Royalty Payments payable or paid to Seller corresponding to such Contract Year, accompanied by a certificate executed on behalf of Buyer by the chief financial officer of Buyer, to the effect that, to the best of such officer's knowledge after due inquiry, said determinations were made in accordance with the applicable provisions of this Agreement. (b) During the two (2) year period commencing upon Seller's receipt of the statement delivered to Seller pursuant to Section 2.7(a) of this Agreement, Seller may deliver to Buyer a written notice requesting that independent certified public accountants selected by Seller and reasonably acceptable to Buyer review Buyer's determinations of Net Sales and the amount of the corresponding Royalties earned hereunder will Payment, as set forth in such statement; provided that such certified public accountants shall be accrued quarterly subject to a customary non-disclosure agreement with Buyer. If Seller delivers such a written notice to Buyer during such two (2) year period, then, without limiting the generality of Section 2.7(d) of this Agreement, Buyer shall allow, and paid in United States dollars cooperate with, such auditors to prepare, within sixty (60) days following after the last day delivery of Januarysuch written notice to Buyer, Aprilduring normal business hours and not more than two (2) times per Contract Year, July a report of the audit of Buyer's certificate and Octoberstatements to the effect that, subject to any adjustments expressly set forth in such report, said determinations were made in accordance with Publisher’s accounting practicesthe applicable provisions of this Agreement. Publisher In the event that the audit reveals that any Royalty Payment hereunder was less than the amount actually due, Buyer shall have deliver to Seller the right to establish reasonable reserves for returns entire shortfall amount within ten (10) days after the completion of the audit; provided, further that in the event such that any Royalty Payment hereunder was less than the amount actually due and defective products in accordance with Publisher’s business practices. All unused reserves payable by five percent (5%) or more, then all costs of the audit shall be liquidated one year following borne by Buyer. Otherwise Seller shall bear the quarter cost of the audit, without limitation to Buyer's obligation to pay any shortfall. In the event that the reserve was taken. Publisher audit reveals that any Royalty Payments hereunder exceeded the amount actually due, Seller shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. reimburse the Buyer for the entire overpayment within ten (b10) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing days after completion of the specific basis of such claim within six (6) months after the date that Publisher renders such statementaudit. (c) Publisher agrees Buyer shall keep, and shall cause each Person which shall use or have access to the Purchased Assets, including any applicable licensees, sublicensees and Affiliates thereof, to keep full and accurate books of account containing all particulars that Developer may, not more than once during any calendar year, audit its books and records may be necessary for the purpose of determining calculating the accuracy Royalty Payments. Such books of Publisher’s statements. If Developer wishes to perform any such auditaccount, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits with all necessary supporting data, shall be made during regular kept at their respective principal places of business hours, and shall continue to be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more kept for the respective two (2) year period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be set forth in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b2.7(c).

Royalty Payments. In consideration for the license granted herein, Xxxxxxxx shall pay Tactical a royalty equal to fifteen (a15%) Royalties earned hereunder will percent of the Net Gross Sales Price received by Xxxxxxxx for all Licensed Products sold by Xxxxxxxx during the term of this Agreement (the “Royalty”). For purposes of this Agreement "Net Gross Sales Price" shall mean the gross sales price less the actual costs to manufacture the Licensed Product, which Xxxxxxxx estimates to be accrued quarterly and $2,500.00 per firearm. Actual manufacturing costs shall specifically not include any cost for overhead, administration, amortization or depreciation. Further, for purposes of this Section 5, the Gross Sales Price shall be increased by any incentives, credits or other payments made to Xxxxxxxx by any sales representatives, wholesalers, or distributors of Licensed Products. A sale of Licensed Products shall be regarded as having been made upon Xxxxxxxx'x receipt of payment for the Licensed Products sold. All sums payable by Xxxxxxxx under this Agreement shall be paid to Tactical in United States dollars within sixty (60) days following the last day of January, April, July and OctoberDollars. .Royalties shall be payable quarterly, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hoursarrears, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt the close of written notice from Developer each calendar quarter. In the event that any royalties are not paid on or before the due date, all unpaid sums shall bear interest at the rate of one (1%) percent per month, or portion thereof, and such default, Publisher interest shall be deemed payable in addition to be in material breach all Royalties. Within thirty (30) days after the close of each calendar quarter during the term of this Agreement, Xxxxxxxx shall execute and Developer may terminate deliver to Tactical a written report which sets forth the following information regarding Licensed Product sales made during the preceding quarter: (1) total number of firearms in each Licensed Caliber sold; (2) gross sales receipts for such sales; (3) total number of repair and replacement parts sold, by product number; (4) gross sales receipts for repair and replacement parts sold, by product number; and (5) Xxxxxxxx'x calculation of Royalties due for the quarter, including a detailed accounting of the costs to manufacture the Licensed Products sold. Xxxxxxxx shall keep books and records in such reasonable detail as will permit Tactical to accurately audit the information contained in all reports required under this Agreement in accordance Section 5. Xxxxxxxx agrees to permit such books and records to be inspected and audited by a representative or representatives of Tactical to verify the accuracy of such Reports provided, however that such audit shall be at Tactical's cost and expense and shall not unreasonably disrupt or interfere with Section 12(b)the operations of Xxxxxxxx.

Royalty Payments. (a) Royalties earned hereunder will be accrued Licensee shall pay to Licensor royalties, after acceptance of the First Prototype, at the Royalty Rate provided in Article 9.3 below for the term of this Agreement according to Article 12 below. (b) Licensee shall determine and pay actual royalties, computed pursuant to the Royalty Rates set forth below, to Licensor on a quarterly and paid in United States dollars basis within sixty (60) days following after the end of each quarter. ("Actual Royalties") In addition, within sixty (60) days of the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any each calendar year, audit its books Licensee shall pay to Licensor the difference, if any, between the total Actual Royalties paid by Licensee to Licensor during the course of the most-recently concluded calendar year and records $120,000, which the Parties hereby agree shall be the minimum royalty amount payable by Licensee during each calendar year of the term hereof. ("Minimum Royalties"). Minimum Royalties for the purpose calendar year 1999 (the first year of determining this Agreement) shall be pro-rated accordingly. Notwithstanding the accuracy of Publisher’s statementsforegoing. If Developer wishes to perform any such audit, it will Licensee shall not be required to notify Publisher in writing at least five pay Minimum Royalties for the period beginning upon acceptance of the First Prototype and ending ninety (590) business days before thereafter. Also notwithstanding the date it plans foregoing, if Licensor has separately agreed to begin it. All audits shall be made during regular business hourssupply Licensee with Licensed Products, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer Licensee shall not be entitled responsible for paying Minimum Royalties for any period during a calendar year in which Licensed Products reasonably necessary to examine any records which do fill orders to Licensee's customers are not specifically report sales available from Licensor for use by Licensee when such period extends for a period of the Product. Each examination shall be made at Developer’s sole cost least one hundred and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent twenty (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30120) days after receipt of written notice from Developer of placing such default, Publisher orders. The Minimum Royalties amount due for any calendar year shall be deemed prorated to be exclude said time period in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b)which Licensed Products were unavailable to Licensee.

Royalty Payments. Buyer shall pay the Owners each a royalty based on the financial performance of the Product Line set forth in Schedule 1.03(b) and all future products developed and sold under or branded with any of the trademarks identified as Purchased Assets (athe “Royalty Generating Products”). The Royalty Payment shall be equal to Five Percent (5%) Royalties earned hereunder will of the Net Revenue generated by the Royalty Generating Products (the “Royalty Payment”). The Royalty Payment shall be accrued payable as Two and One Half Percent (2.5%) to Axx Xxxx and Two and One Half Percent (2.5%) to Lxxx Xxxx Xxxxxx, and shall be paid by Seller as such on a quarterly basis. For purposes of this Section 1.03(b), Net Revenue shall mean the gross revenue generated by the Royalty Generating Products minus the cost of goods sold for the Royalty Generating Products, applying generally accepted accounting practices and paid in United States dollars principles consistent with those applied to the Buyer’s most recent audited financial statements. Buyer shall provide quarterly reports to Seller, or Seller’s designee(s), that provide the detail related to computation of the Royalty Payment. The computed quarterly Royalty Payments shall be payable to Axx Xxxx and Lxxx Xxxx Xxxxxx within sixty (60) days after the end of each calendar quarter following the last day of JanuaryClosing for so long as any Revenue Generating Product generates revenue. In the event Buyer (i) fails to make the Royalty Payments for two (2) or more consecutive calendar quarters, Aprilor (ii) fails to allow Seller, July and OctoberOwners, in accordance with Publisher’s accounting practices. Publisher shall have the right or their designees access to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher Royalty Generating Products as set forth in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the auditSection 5.05, then Publisher shall Buyer acknowledges and agrees Seller or either Owner may demand that Buyer pay to Developereach Owner, as agreed upon liquidated damages in full settlement of the auditany claims, Developer’s reasonable auditor’s fees actually paid together with the underpayment. a lump sum amount of one hundred thousand dollars (d$100,000) each. In the event Publisher fails an Owner elects for Buyer to pay the liquidated damages, Buyer will make payments or accountings as and when due hereunder and fails to cure such breach payment within thirty (30) days after its receipt of the written notice from Developer of to pay the liquidated damages and upon such default, Publisher payment the Buyer shall be deemed relieved of all surviving obligations under this Section 1.03(b) with respect to be in material breach the Owner making such demand. Buyer acknowledges and agrees the liquidated damages are intended to represent estimated actual damages and are not intended as a penalty. With respect to the Royalty Payments and/or the liquidated damages contemplated by this Section 1.03, the parties acknowledge and agree that: (i) Buyer shall have no right of offset against such payments as to any indemnification obligations or other payment obligation of Seller or Owners under this Agreement, and Developer may terminate (ii) all such payments are to be treated as a payment of deferred purchase price for tax purposes. The provisions of this Agreement in accordance with Section 12(b)1.03 shall survive indefinitely.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly In consideration of the licenses and paid rights granted to the LICENSEE hereunder, LICENSEE shall pay to PFIZER the royalties set forth below on Net Sales of the Product in United States dollars within sixty the Territory in a Calendar Year by LICENSEE, its Affiliates, and/or its sublicensees, at the applicable royalty rate set forth below (60) days following collectively, the last day “Royalties”). Portion of JanuaryNet Sales of Products which are less than US $[*] [*]% of Net Sales Portion of Net Sales of Products which are equal to and greater than US $[*] but less than US $[*] [*]% of Net Sales Portion of Net Sales of Products which are equal to and greater than US $[*] [*]% of Net Sales * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4), April, July Rule 406 under the Securities Act of 1933 and October, in accordance Rule 24b-2 of the Securities Exchange Act of 1934 and submitted separately with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns Securities and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to DeveloperExchange Commission. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher LICENSEE shall pay to Developer, upon settlement of PFIZER the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach applicable Royalties within thirty (30) days following the expiration of each Calendar Quarter after receipt the date of written notice from Developer the First Commercial Sale. Royalties will be payable on a country-by-country basis commencing as of the First Commercial Sale of a Product in each country until the expiration of the Royalty Term for such default, Publisher Product in each country. (c) All payments shall be deemed accompanied by a report that includes reasonably detailed information regarding a total monthly sales calculation of Net Sales of Product (including all deductions between gross sales and Net Sales) and all Royalties payable to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(bPFIZER for the applicable Calendar Quarter (including any foreign exchange rates employed). (d) The Royalties shall be payable for the duration of the Royalty Term. It is expressly clarified that any Net Sales by LICENSEE’s Affiliate or sublicensee shall be valued and included for the purposes of computing and ascertaining the Milestone Payments and the Royalties that shall be payable to PFIZER and that any NDA/BLA submission or Regulatory Approval by LICENSEE’s Affiliate or sublicensee could trigger a Milestone Payment.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]. (b) During the term of this Agreement and paid with respect to any calendar quarter during which there are commercial sales of any LeuTech Products in United States dollars the Territory, Mallinckrodt shall within sixty (60) days following after the last day end of January, April, July each such calendar quarter furnish to Palatin a written quarterly report showing: (i) the gross sales of LeuTech Products sold by Mallinckrodt and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following its Affiliates during the quarter that just ended and the reserve was taken. Publisher shall recoup calculation of Net Sales from such gross sales revenue, (ii) any Advance other revenues relating to LeuTech Products, including but not limited to royalties and any other payments from sublicensees and amounts paid by distributors, and (iii) the exchange rates used in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement determining Net Sales in United States dollars. Mallinckrodt shall keep complete and accurate records in sufficient detail to properly reflect all information contained in such report, in accordance and to enable Net Sales and Royalty Payments payable hereunder to be determined with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statementaccuracy. (c) Publisher agrees that Developer mayUpon the written request of Palatin, Mallinckrodt shall permit an independent public accountant selected by Palatin and acceptable to Mallinckrodt, which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records of Mallinckrodt as may be reasonably necessary to verify the accuracy of the reports made by Mallinckrodt pursuant to Section 5.9(b) and the consequent Royalty Payments due Palatin in respect of any calendar year (or portion thereof) ending not more than twelve (12) months prior to the date of such request. Subject to other relevant provisions of this subsection (c), all such verifications shall be conducted at Palatin's expense, not more than once during any twice in each calendar year, audit its books year and records for the purpose of determining the accuracy of Publisher’s statementsno quarterly period may be audited more than once. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails such Palatin representative concludes that additional Royalty Payments were owed to make payments or accountings as and when Palatin during such audited period, the additional Royalty Payments, plus accrued interest at the annual rate of eight percent (8%) on any amounts due hereunder and fails Palatin measured from the date on which any amount owed to cure such breach Palatin should have been paid by Mallinckrodt, shall be paid by Mallinckrodt within thirty (30) days after receipt of the date Palatin delivers to Mallinckrodt such representative's written report so concluding, unless Mallinckrodt shall have a good faith dispute as to the conclusions set forth in such written report, in which case Mallinckrodt shall provide written notice from Developer to Palatin within such thirty (30) day period of the nature of its disagreement with such defaultwritten report and may, Publisher if such written notice has been given, withhold payment of the disputed portion of any such Royalty Payment. If Mallinckrodt has provided written notice to Palatin that it disputes any of Palatin's auditor's conclusions, the parties shall thereafter, for a period of sixty (60) days, attempt in good faith to resolve such dispute and if they are unable to do so then the matter will be deemed submitted to be in material breach of this Agreement, and Developer may terminate this Agreement arbitration in accordance with Section 12(b)10.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly As promptly as practicable, and paid in United States dollars any event within sixty (60) 165 days following the last day end of Januaryeach fiscal quarter (each, Aprila “Royalty Period”) during the calendar years of 2025, July 2026 and October2027, Buyer shall deliver, or cause the Company to deliver, to Seller a detailed written report (a “Royalty Report”) setting forth in detail the Company’s good faith calculations of Net Revenue of the Company and its Subsidiaries on a consolidated basis for the preceding Royalty Period and the corresponding Royalty Period Payment (as defined below) (such period not to include any period prior to the Closing). The Royalty Report shall include reasonable detail and be accompanied by (x) reasonable supporting documentation, and (y) a certificate duly executed by a member of the finance management team of the Company certifying that the Royalty Report, and all amounts and calculations set forth therein, were determined in accordance with Publisherthe applicable definitions and provisions of this Agreement. During the 45-day period immediately following Seller’s receipt of the Royalty Report, Seller and its Representatives (i) will be permitted to review, upon reasonable notice, the Company’s books and records and the working papers related to the preparation of the Royalty Report (including the determinations included therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting practicesprofessionals of the Company in order to facilitate Seller’s review of the Royalty Report. Publisher If Seller has any objections to any of such calculations prepared by the Company, then Seller will deliver a detailed written statement (a “Royalty Objections Statement”) describing its objections to the Company within 60 days after delivery of the Royalty Report. If Seller fails to deliver the Royalty Objections Statement within such 60-day period, then the calculations set forth in the Royalty Report shall have become final and binding on all parties hereto. If Seller delivers the right Royalty Objections Statement within such 60-day period, then Seller and the Company will use commercially reasonable efforts to establish reasonable reserves for returns resolve any such disputes, but if a final resolution is not obtained within 30 days after Seller has submitted the Royalty Objections Statement, any remaining matters which are in dispute will be resolved by BDO USA, LLP (the “Accountants”). The Accountants will prepare and defective products deliver a written report to Bxxxx and Seller and will submit a resolution of such unresolved disputes promptly, but in accordance with Publisher’s business practicesany event within 30 days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all parties; provided, however, that no such determination shall be any more favorable to the Buyer than is set forth in the Royalty Report or any more favorable to Seller than is proposed in the Royalty Objections Statement. All unused reserves costs, expenses and fees of the Accountants shall be liquidated one year following borne by the quarter that party whose calculations of Net Revenue has the reserve was taken. Publisher shall recoup any Advance paid in accordance with greatest difference from the final calculations of Net Revenue, as determined by the Accountants under this Section 4, above from royalties payable to Developer2.04(a). (b) Each Upon the Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold Period Payment (if any) becoming final and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b2.04(a), Buyer shall pay such Royalty Period Payment (if any) in cash to Seller within ten Business Days by wire transfer of immediately available funds to the account(s) designated by Seller. “Royalty Period Payment” means, with respect to each Royalty Period, an amount equal to 5% of Net Revenues for such Royalty Period.

Royalty Payments. (ai) Royalties earned hereunder will be accrued Subject to (ii) below, at the end of every quarterly and paid period under this Letter Agreement, USSC shall pay the Company a royalty of [*] for each [*] purchased by USSC from Subcontractor during such quarterly period that is manufactured with the use of the Technology; provided that in United States dollars within sixty (60) no event shall USSC pay the Company a royalty of less than [*] at the end of every quarterly period for the first 12 quarterly periods under this Letter Agreement. The initial quarterly period shall commence 30 days following shipment of the Coating Equipment to USSC or Subcontractor. (ii) Following expiration of any patent issued to the Company under U.S. Patent No. 5,463,010 (the "PATENT"), USSC shall not be required to pay the Company any additional royalty payments. (iii) USSC agrees to make and to maintain, until the expiration of two years after the last day payment under this Letter Agreement is due, complete books, records and accounts to verify the number of January, April, July [*] and October, in accordance with Publisher’s accounting practicesany other applicable future [*] products purchased by USSC and to confirm the royalties payable on such [*] and other future [*] products. Publisher The Company shall have the right not more than once every 12 months to establish reasonable reserves for returns examine such books, records and defective products in accordance with Publisher’s accounts of USSC during normal business practices. All unused reserves shall be liquidated one year following hours solely to verify royalty reports and the quarter that amount of payments made to the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to DeveloperCompany under this Letter Agreement. (biv) Each Royalty payment hereunder Amounts payable to the Company under this Letter Agreement are payable in full to the Company without deduction and are net of taxes. In addition to such amounts, USSC shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall includepay sums equal to taxes (including, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost withholding, value-added and similar taxes) and customs duties paid or payable, however designated, levied or based on amounts payable to the Company under this Letter Agreement or in accordance with the provisions of Goods Sold and a listing this Letter Agreement, but exclusive of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where federal, state and local taxes based on the books and records are maintainedCompany's net income. If Developer establishes To the extent the Company obtains any tax credits, offsets or other similar amounts from any tax authorities as a result of an audit conducted any payment of tax by Developer that there is an underpayment in USSC under this subsection, the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher Company shall pay such amount to Developer, upon settlement USSC within 30 days of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice such amount from Developer of the relevant tax authority or credit USSC for such defaultamount in future royalty payments, Publisher shall be deemed to be in material breach of this Agreementif any, and Developer may terminate this Agreement in accordance with Section 12(b)at USSC'S option.

Royalty Payments. 5.1 Royalty payments due under Article 4 shall be made in US Dollars within forty-five (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (6045) days following after the last day of JanuaryMarch, AprilJune, July September and OctoberDecember, for royalties due in accordance the preceding quarter Royalty reports as described in Section 5.2 will be submitted along with Publisherroyalty payments. Within ten (10) days of the end of a calendar quarter, EMD will submit to RBM a written report estimating the amount of royalties payable to RBM for the prior calendar quarter. 5.2 Each royalty payment shall be accompanied by a written statement which shall set forth the Net Sales upon which such royalties are computed and including at least: i) Catalog Number and Description of Assay Kits sold through EMD; ii) Net Sales of Assay Kits iii) Breakdown of Net Sales by territory iv) Royalty percentage; v) Total royalties payable to RBM; If no royalties or other payments are due, a statement shall be sent to RBM stating such fact. For the purpose of computing Net Sales for which a currency other than U.S. Dollars is received, such currency shall be converted in U.S. Dollars using fixed date rates based on the Merck KGaA FINAVIGATE system, which relies on Reuters. The rate is calculated at the end of each calendar month. These currency conversion rates shall be available to RBM upon request. 5.3 In computing of royalties, Assay Kits shall be deemed sold when billed or invoiced by EMD to any third party, including Affiliates or Third Party distributors. EMD will sell Assay Kits to Affiliates and/or Third Party distributors at prices consistent with EMD’s accounting past practices, its internal transfer price policy and then current market conditions and will not arbitrarily establish lower prices to avoid paying a higher royalty to RBM. Publisher EMD will not attempt to delay or mischaracterize any payments received from its sale or other transfer of Assay Kits that could result in a lower royalty owed to RBM. 5.4 In the event that a royalty payment is not made by the due date, any unpaid amount shall bear interest from the due date until paid in full, at an interest rate equal to the lesser of one and a half percent (1.5%) per month or the maximum rate allowed by law. 5.5 On reasonable notice and during regular business hours, but no more than once per year, RBM or the authorized representative of RBM shall have the right to establish reasonable reserves for returns inspect the books of accounts, records and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following other relevant documentation of EMD insofar as they relate to the quarter that production, marketing and sale of the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollarsAssay Kits, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, order to ascertain or verify the number amount of units sold royalties and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether other payments due to recoupment or otherwise. Each statement shall become binding on Developer RBM hereunder, and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statementsthe information provided to RBM in the aforementioned reports. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits Inspections conducted under this Section 5.5 shall be made during regular business hoursat the expense of RBM, and shall be conducted on Developer’s behalf by unless a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is variation or error producing an underpayment in the royalty payments due to Developer of ten amounts payable exceeding five percent (105%) or more of the amount paid for the any period covered by the auditinspection is established in the course of any such inspection, then Publisher shall pay whereupon all costs relating to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as inspection for such period and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher any unpaid amounts that are discovered shall be deemed paid by EMD. EMD shall keep for three (3) years from the date of each royalty payment complete and accurate records of any Net Sales by EMD in sufficient detail to allow the payment of royalties hereunder to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b)determined accurately.

Royalty Payments. (a) Royalties earned 6.1 Payments arising from sales of Drug due hereunder will shall be accrued quarterly calculated semi-annually on a calendar basis and paid in United States dollars shall be payable within sixty (60) days following of the last day end of Januarythe relevant half year. Each remittance shall be accompanied by: a) a true accounting of all gross sales, AprilNet Sales and any other relevant information needed in order to determine the amount of royalty due under this Agreement; b) a detailed list of any taxes, July levies or other duties paid or required to be withheld by PURCHASER on account of any payments due to the SELLER under this Agreement. Such taxes, levies or other duties paid or required to be withheld shall be deducted from respective payment hereunder. At the request of the SELLER the PURCHASER shall secure and Octobersend to the SELLER the best available evidence of any such taxes levies or other duties withheld and paid by the PURCHASER or its Affiliates, in accordance with Publisher’s accounting practices. Publisher co-promoters, co-marketeers, distributors or sub-licensees. 6.2 The SELLER shall have the right at its own expense (save as provided below) to establish reasonable reserves for returns have all records (including those held by licensees and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup co-marketeers) relating to Net Sales and sales by licensees and co-marketeers and any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied other relevant information examined by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment an independent certified public accountant or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made similar expert during regular business hours, provided however that such examination shall not take place more than once a year and shall not cover such records for more than the preceding two (2) years. The independent certified public accountant or similar expert shall mutually be conducted appointed by the parties. Should the parties not agree on Developer’s behalf the appointment of such an accountant or similar expert within 20 (twenty) days after the SELLER has notified the PURCHASER that it wishes to have the records examined, then the accountant or similar expert shall be appointed by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales the chairman of the ProductBasel Chamber of Commerce. Each examination The results of the inspection by the independent certified public accountant or similar expert shall be final and binding for the parties. In the even that such inspection reveals a discrepancy in payments made at Developerin excess of five percent (5%), then the PURCHASER shall pay the accountant’s sole cost reasonable fees and expense at Publisher’s regular place of business expenses incurred in connection with the United States where the books and records inspection. Any sums which are maintained. If Developer establishes owed to either party as a result of an audit conducted by Developer that there is an underpayment the inspection shall be paid promptly to the other party. 6.3 All payments due under this Art. 6 (i) in the royalty USA shall be payable to ROCHE NUTLEY in USD and (ii) in all other countries shall be payable to ROCHE BASEL in CHF. 6.4 Whenever for the purpose of calculating royalties conversion from any foreign currency shall be required, to calculate Adjusted Gross Sales, then the amount of such monthly sales in foreign currencies shall be converted into Swiss Francs using the average monthly rate of exchange at the time for such currencies for each respective month of the applicable accounting period as retrieved from the UBS, Basel, Switzerland, or some other sour upon in writing by the parties for any particular country. 6.5 Any payments due pursuant to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement terms of the auditAgreement that are not paid on or before the date such payments are due shall bear inter average of one month London Interbank Offered Rates (LIBOR), Developer’s reasonable auditor’s fees actually paid together with as reported by Datastream from time to time (or any other source agreed upon in writing between the underpaymentparties), plus one hundred (100) basis points, calculated on the number of days in each month that such payment is delinquent. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) Royalties earned As further consideration for Purchased Assets and other rights of Seller hereunder will and the assumption of the Assumed Liabilities, Buyer shall pay Seller the Royalty Payments, which shall be accrued quarterly and paid in United States dollars within sixty (60) days following the last day of January, April, July and October, determined in accordance with Publisher’s accounting practicesthe terms of this Section 5.2, subject to Section 2(b)(ii) of the Transition Services Agreement. 5.2.1. Publisher During the Royalty Term, Buyer shall have pay to Seller quarterly royalty payments equal to two percent (2.0%) of the right to establish reasonable reserves for returns Gross Sales of the Business (each such payment, a “Royalty Payment,” and defective products in accordance with Publisher’s business practices. All unused reserves collectively, the “Royalty Payments”); provided, however, that no Royalty Payments shall be liquidated one year following paid until such time as the quarter that the reserve was taken. Publisher shall recoup any Advance paid covenants set forth in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not 8.8 have or make any claim against Publisher been performed with respect to such statementthe U.S. Patent and Trademark Office and the appropriate Governmental Authorities in Canada, unless Developer whereupon accrued but unpaid Royalty Payments shall advise Publisher in writing be paid within ten (10) Business Days of Seller providing to Buyer confirmation of the name correction, and thereafter Royalty Payments shall be paid quarterly during the remainder of the Royalty Term; and provided further that in the event that the covenants set forth in Section 8.8 have not been performed with respect to the U.S. Patent and Trademark Office and the appropriate Governmental Authorities in Canada before the end of the Royalty Term, no Royalty Payments shall be paid. 5.2.2. Within ten (10) Business Days after the end of each calendar quarter during the Royalty Term, Buyer shall furnish to Seller written report (each, a “Quarterly Royalty Report”) showing in reasonably specific basis detail: (i) the calculation of Gross Sales during such calendar quarter; and (ii) the calculation of the amount of the Royalty Payment that shall have accrued based upon such Gross Sales. Royalty Payments shown to have accrued by each Quarterly Royalty Report provided for under this Section shall be due on the date such Quarterly Royalty Report is due. Royalty Payments, in whole or in part, may be made in advance of such claim within six (6) months after the date that Publisher renders such statementdue date. 5.2.3. As promptly as practicable following the end of each calendar year during the Royalty Term (cbut not later than thirty (30) Publisher agrees that Developer maydays thereafter), not more than once Buyer shall prepare and deliver to Seller a report (the “Annual Royalty Report”) setting forth, in reasonable detail, audited financial data used to calculate Gross sales during any such calendar year and Buyer’s calculation of the applicable Royalty Payments during such calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits Seller shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within have thirty (30) days after receipt of written notice from Developer Buyer’s Annual Royalty Report to notify Buyer of any disputes regarding the Annual Royalty Report or calculation of the applicable Royalty Payments made during such defaultcalendar year. During the 30-day review period, Publisher Seller shall be deemed have full access to be in material breach Xxxxx’s work papers and to the persons who prepared the Annual Royalty Report. Within fourteen (14) days of this Agreementthe earlier to occur of (i) the expiration of the 30-day review period, and Developer may terminate this Agreement (ii) notice to Buyer from Seller that there is no dispute regarding the Annual Royalty Report, Buyer shall pay to Seller, or Seller shall pay to Buyer, as applicable, the difference between Royalty Payments made during such calendar year, and the amount of Royalty Payments accrued as set forth in the Annual Royalty Report. If within the 30- day review period Seller notifies Buyer of any good faith disputes in accordance with this Section 12(b)5.2.3, then the Parties will negotiate in good faith in an effort to resolve those disputes. If the Parties are unable to resolve any dispute within thirty (30) days after Xxxxx receives notice, then either party may submit that dispute for resolution to an accountant with an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Seller and, unless the parties otherwise agree, which accountant is not then providing, and has not provided at any time during the period commencing two years prior to the Closing Date through the date of its determination pursuant to this Section 5.2.3, services to any of Buyer, Seller, or any of their respective Affiliates. The resolution of any dispute by that accounting firm shall be rendered within thirty (30) days after submission of the dispute to the accounting firm and shall be conclusive and binding upon the Parties. The substantially non-prevailing Party shall be responsible for the fees and costs of the accounting firm. Within fourteen (14) days of the resolution of any dispute in accordance with this Section 5.2.3, Buyer shall pay to Seller, or Seller shall pay to Buyer, as applicable, the difference between Royalty Payments made during such calendar year, and the amount of Royalty Payments accrued as resolved pursuant to this Section 5.2.3.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars dollars, less all advances and other permitted charges, within sixty seventy-five (6075) days following the last day of January, April, July July, and October, in accordance with Publisher’s 's regular accounting practices. Royalties statements shall be sent to Marjacq Micro Limited. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s 's business practicespractices (not to exceed 15% of royalties owed to Developer). All unused Unused reserves shall be liquidated one year during the second quarter following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s 's regular accounting practices. Royalty statements Each royalty statement shall includecontain information relating to the life to date activity of the Product including period of statement, without limitationunits sold, the number cost of units sold and paid forgoods, Net Revenues resulting from such salesgross royalty, Cost of Goods Sold and a listing of all deductions and offsets from reserves, earned royalties, whether due to recoupment or otherwiseterritories, sublicensed and repackaged sales and Ancillary Product sales. Each statement shall become binding on Developer both parties and Developer shall not neither have or nor make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher objects in writing to the statement of the specific basis of such claim within six one (61) months year after the date that Publisher renders such statement. (c) Royalty payments shall be less whatever taxes the laws of the applicable jurisdiction require be withheld in connection with such royalties and subject to applicable local currency remittance laws or foreign exchange remittance regulations. (d) Publisher agrees that Developer may, not more than once during any calendar year, but only once with respect to any statement rendered hereunder, audit its books and records for the purpose of determining the accuracy of Publisher’s statements's statements to Developer. If Developer wishes to perform any such audit, it Developer will be required to notify Publisher in writing at least five thirty (530) business days before the date it when Developer plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s 's behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and 's own expense at Publisher’s 's regular place of business in the United States New York where the books and records are maintainedwill be made available to Developer's accountant. If In the event that Developer establishes as a result of an audit conducted by Developer Developer, that there is an underpayment a discrepancy in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s 's reasonable third-party legal and auditor’s 's fees and disbursements actually paid together incurred in connection with such audit and interest at the underpaymentrate of 2% per annum on underpaid accountings. (de) In the event Publisher fails If Developer claims that additional monies are payable to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such defaultDeveloper, Publisher shall not be deemed to be in material breach of this AgreementAgreement unless (i) Publisher fails to produce appropriate books and records of manufacture and sales for audit, or (ii) such claim shall have been reduced to a final judgment by a court of competent jurisdiction and Publisher shall have failed to pay Developer may terminate this Agreement in accordance with Section 12(b)the amount thereof within thirty (30) days after Publisher shall have received written notice of the entry of such judgment or (iii) Publisher agrees that there are royalties owing and does not pay the amount thereof within thirty (30) days.

Royalty Payments. (a) Royalties earned hereunder will be accrued Licensee shall pay an annual royalty as follows: (i) [CONFIDENTIAL INFORMATION DELETED] for a period commencing on the Original Effective Date through the tenth (10th) anniversary of the Original Effective Date; (ii) [CONFIDENTIAL INFORMATION DELETED] from the tenth (10th) anniversary of the Original Effective Date through the twentieth (20th) anniversary of the Original Effective Date; and (iii) [CONFIDENTIAL INFORMATION DELETED] from the twentieth (20th) anniversary of the Original Effective Date until the termination or expiration of this Agreement. (b) In each Annual Period hereunder, Licensee shall make quarterly royalty payments to Licensor covering Net Sales during Licensee's accounting quarter no later than forty five (45) days after the end of each of the first three accounting quarters and paid in United States dollars within sixty (60) days after the end of Licensee's fourth accounting quarter. The royalty payment for Net Sales during Licensee's fourth accounting quarter shall be adjusted to properly reflect Net Sales for the Annual Period and for purposes of the first Annual Period hereunder (the period ending on December 31, 1999) shall take into account royalty payments for Net Sales made or to be made under the Original Agreement for the period from January 1, 1999 to the Effective Date. To the extent permitted under applicable United States securities laws, Licensee agrees that in December (following the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing completion of the specific basis Licensee's and its sublicensed Affiliates' annual marketing plans for the Products for the following fiscal year) of each year it will advise Licensor of the amount of Licensee's and its sublicensed Affiliates' planned aggregate sales of the Products for such claim within six (6) months after the date that Publisher renders fiscal year and Licensor agrees to treat such statementinformation confidentially. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).[CONFIDENTIAL INFORMATION DELETED]

Royalty Payments. 1. For the periods aggregating four (a4) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (60) days following the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months years after the date that Publisher renders hereof, the Purchaser shall pay to the Seller the royalties described on ATTACHMENT 7. Royalties shall be computed based on the currency of the United States and shall be paid in the currency of the United States. Royalties shall be calculated at the end of every calendar quarter ("Payment Period") and paid within forty-five (45) days after the end of such statementPayment Period. A written statement ("Royalty Statement") shall accompany each royalty payment, or shall be sent alone within such forty-five (45) day period if no royalties are due for the respective Payment Period, providing a complete itemized description of the calculation of the royalties paid for the respective Payment Period. 2. The Purchaser shall maintain books of account and records concerning costs, sales and other items necessary for the calculation of royalties for a period of three (c3) Publisher agrees that Developer years after the respective royalty is paid. A certified public accountant appointed by the Seller may, not more than once during any calendar yearat the Seller's expense, audit its examine such books and records solely for the purpose of determining verifying the accuracy of Publisher’s statementsany Royalty Statement or other accounting rendered by the Purchaser hereunder. If Developer wishes to perform any The Seller agrees that such audit, it will certified public accountant shall be required to notify Publisher in writing at least five (5) business days before sign an agreement with the date it plans to begin it. All audits shall be made during regular business hours, Purchaser protecting confidential information of the Purchaser and shall be conducted on Developer’s behalf authorized by the Purchaser to report to the Seller only the amount of royalties due and payable in respect of the Royalty Statement examined. Such examination shall take place at a mutually agreed upon time and place, but in any event only during the Purchaser's normal business hours and upon reasonable advance written request. The Purchaser agrees to pay for the reasonable fees, costs and expenses charged by any certified independent public accountantaccountant engaged by the Seller for such review if the royalties paid pursuant to the Royalty Statement examined are understated by more than fifteen percent (15%) of the royalties actually due. Developer The Seller shall not have no other rights to examine the Purchaser's books and records. 3. The Purchaser shall, at its option, be entitled to examine reduce the amounts that the Purchaser would otherwise be obligated to pay to the Seller pursuant to this Section IV.B, in satisfaction of any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in Seller's obligations to the United States where Purchaser hereunder, including, without limitation the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in obligation to pay the royalty payments due to Developer of ten percent (10%) or more Purchaser for the period covered warranty services provided by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpaymentPurchaser as described in ATTACHMENT 6. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. 5.1 As of the earlier of (ai) Royalties earned hereunder will the date on which the first Sublicense is granted hereunder, in the event that Sublicense Fees are due in respect of such grant in accordance with section 4.2 above or (ii) the date on which the First Commercial Sale is made hereunder, MediWound shall submit to LR, no later than sixty (60) days after the end of each calendar year, yearly reports detailing the payments due in respect of Sublicense Fees and/or Royalty Payments due to LR pursuant hereto. All such reports shall be accrued quarterly treated as Confidential Information pursuant to Section 9 below. 5.2 Amounts payable to LR in terms of Section 4 shall be paid to LR (i) in respect of Royalty Payments, on a yearly basis, and paid no later than 60 (sixty) days after the end of each calendar year, commencing with the first calendar year in United States dollars which Net Sales are made, (ii) in respect of Sublicense Fees, within sixty (60) days following the last day actual receipt by MediWound of Januarythe consideration in respect of which the applicable Sublicense Fee is being paid to LR. 5.3 Each payment due to LR hereunder shall be paid by wire transfer of funds to LR’s account number as shall be designated by LR, Aprilfrom time to time, July at least sixty (60) days before the relevant payment is due. 5.4 If applicable laws require that taxes be withheld from any amounts due to LR under this Agreement, MediWound shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and October(c) deliver to LR a statement including the amount of tax withheld and justification therefore, and such other information as may be necessary for tax credit purposes. For the avoidance of doubt, the Royalty Payments and the Sublicense Fees shall be reduced by any withholding or similar taxes applicable to such payment, such that the actual maximum payment by MediWound shall not exceed the amounts or the rates provided in accordance with Publisher’s accounting practicesthis Agreement. 5.5 MediWound shall maintain, and shall cause its Affiliates to maintain, complete and accurate records of Licensed Products sold under this Agreement, any amounts payable to LR in relation to such Licensed Products and which records shall contain information to reasonably permit LR to confirm the accuracy of any reports to LR under this Section 5, provided that in any event such records shall not be required to be any more detailed than those which MediWound or its Affiliates, respectively, generally maintain in their ordinary course of business. Publisher MediWound and/or its Affiliates shall retain such records relating to a given calendar quarter for at least two (2) years after the conclusion of that calendar year, during which time LR shall have the right right, at its expense, to establish reasonable reserves cause an independent, certified public accountant, member of the big 5 accounting firms to inspect such records during normal business hours for returns the sole purpose of verifying any reports and defective products in accordance with Publisher’s business practicespayments delivered under this Agreement. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer Such accountant shall not have or make disclose to LR any claim against Publisher with respect information other than information relating to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statementsreports and payments delivered under this Agreement. If Developer wishes to perform The parties shall reconcile any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach overpayment within thirty (30) days after receipt the accountant delivers the results of written notice from Developer the audit. In the event that any audit performed under this Section 5.5 reveals an underpayment in excess of five percent (5%) in any calendar year, the audited party shall bear the full cost of such defaultaudit. LR may exercise its rights under this Section 5.5 only once every year and only with reasonable prior notice to MediWound, Publisher and subject to prior coordination. Any such audit shall be deemed to made during MediWound’s normal business hours and shall not unreasonably interfere with the business of MediWound and shall be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b)completed within a reasonable time.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (60) days following the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher Licensee shall have the right pay to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by Licensor a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, royalty on Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer Sales of ten percent (10%) or more for the period covered by Term. Notwithstanding the auditforegoing, then Publisher in the event that no Patent issues in the Territory, Licensee shall pay to DeveloperLicensor a royalty on Net Sales of five percent (5%). If at any time a Patent does issue in the Territory the royalties payable by Licensee shall automatically increase to ten percent (10%) of Net Sales occurring on or after the date that the Patent issues. (b) Licensee and its Affiliates, upon settlement shall keep complete and accurate records containing all information required for the computation and verification of the auditroyalties to be paid hereunder. (c) Within twenty (20) days after each calendar quarter beginning on the date of the first Net Sale, Developer’s reasonable auditor’s fees actually paid together with Licensee shall deliver to Licensor a written report of Net Sales of the underpaymentLicensed Product for such calendar quarter and a calculation of the royalties due to Licensor. Such statement of account (“Report”) shall show the applicable Net Sales, broken down on a Licensed-Product-by-Licensed-Product basis and shall itemize allowed Deductions. The Report delivered by January 20 of each year shall also show a summary for the previous year. Payment of royalties due shall accompany each Report. If no royalties are due, the Report shall so state and the reasons therefor. (d) In All royalties due shall be paid in United States Dollars. All royalties due shall be converted (for the event Publisher fails purposes of calculation and payment) into equivalent United States funds at the exchange rate published by The Wall Street Journal (New York edition) nearest to make payments the last business day of the reporting period. (e) Payment of royalties shall be subject to any restrictions imposed by the local government. If foreign exchange is not freely available, Licensor has the option to accept payment in the currency of the country from which royalties are due. If a withholding or accountings as and when other tax is imposed on a royalty payment due, the amount of royalty payable shall be the amount due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer less the amount of such defaulttax actually paid, Publisher Licensee shall cooperate with Licensor, including by filing any necessary papers, to allow Licensor to recover any such withheld royalty pursuant to any tax treaty or other method. (f) Licensee shall, upon fifteen (15) days’ written request of Licensor, permit an independent public accountant selected by Licensor to have access during ordinary business hours to examine such records as may be deemed necessary to be in material breach determine either the accuracy of any Report or the sufficiency of any royalty payment made under this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) Royalties earned hereunder In addition to the one time license fee, Licensee agrees to pay RADVsion a "royalty fee", according to one of the "royalty fee" payment options listed in Exhibit C, for each copy of the Licensed Software derivative which is distributed outside the Licensee Premises, whether as an Embedded Software, a Modification or in any other way. No "royalty fee" will be accrued quarterly due on copies of the Licensed Software which are used within the Licensee Premises for development purposes. The Licensee agrees to keep true and paid in United States dollars within sixty (60) days following accurate records and books of account containing all data necessary for the last day calculation of Januarythe "royalty fee" payable to RADVision. Such records and books of account shall be open at all reasonable times during business hours for inspection by an independent authority, Aprilupon reasonable written notice having been given by RADVision, July and Octobernot more often than once per annum however, in accordance with Publisher’s accounting practicesthe absence of cause for inquiry. Publisher Following the signing of this Agreement by both parties, the Licensee shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by prepare a statement in United States dollarsrespect of each calendar quarter or part thereof, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, detailing the number of units sold copies of the Embedded Software sold/distributed and paid forthe number of ports (concurrent calls) per Embedded Software, Net Revenues resulting from such sales, Cost and the amount of Goods Sold and a listing of all deductions and offsets from royalties, whether royalties due to recoupment or otherwiseRADVision. Each Such a statement shall become binding on Developer and Developer be submitted to RADVision within 30 days of the end of such calendar quarter or part thereof to which it relates, together with a remittance for the "royalty fee" due to RADVision. If RADVision shall give written notice to the Licensee within 30 days of the receipt of any such statement that it does not have or make any claim against Publisher with respect to accept the same such statement, unless Developer such statement shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its be certified independently. The Licensee shall make available all books and records required for the purpose of determining such certification and the accuracy statement so certified shall be final and binding between the parties. The costs of Publisher’s statementssuch certification shall be the responsibility of the Licensee if the Licensee's statement is certified to be inaccurate by more than 5%, and the responsibility of RADVision if the Licensee's statement is certified accurate, or inaccurate by less than 5%. If Developer wishes to perform Following any such audit, it will be required to notify Publisher certification the parties shall make any adjustments necessary in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales respect of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business "royalty fee" already paid to RADVision in relation to the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment calendar quarter in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpaymentquestion. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer of such default, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b).

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly Purchaser shall pay the Royalty Payments due to Seller for each Calendar Quarter during the applicable Royalty Term within [***] days after the end of such Calendar Quarter and paid shall accompany such payment by a report setting forth the Net Sales in United States dollars within sixty (60) days following sufficient detail to permit confirmation of the last day accuracy of Januarythe Royalty Payment made, Aprilincluding the gross sales of Products by Indication, July and Octoberthe Net Sales of Products by Indication, all relevant deductions from gross amount invoiced by Indication in accordance with Publisher’s accounting practices. Publisher shall have this Agreement, the right to establish reasonable reserves for returns Royalty Payments payable by Indication, and defective products in accordance with Publisher’s business practicesthe exchange rates used. All unused reserves Royalty Payments hereunder shall be liquidated one year following payable in U.S. dollars. With respect to conversion of Net Sales in any currency other than U.S. dollars to U.S. dollars, the quarter that Selling Person shall convert the reserve was takenNet Sales using its then-current standard worldwide currency conversion methodology applied to its external reporting. Publisher All Royalty Payments shall recoup any Advance paid be made by wire transfer in accordance with Section 4immediately available funds to a bank and account designated in writing by Seller, above from royalties payable to Developer.unless otherwise specified in writing by Seller; (b) Each Purchaser shall keep, and shall require its Affiliates and Licensees to keep, complete and accurate records pertaining to the sale or other disposition of Products in sufficient detail to permit Seller to determine or confirm the occurrence of Net Sales reported and Royalty payment hereunder Payments due hereunder. Purchaser will keep such books and records for [***] years following the calendar year to which they pertain, or such longer period of time as may be required by Legal Requirements. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, the records of Purchaser, its Affiliates and Licensees may be inspected on Seller’s behalf by an independent certified public accountant (the “Auditor”) selected by Seller and reasonably acceptable to Purchaser for the sole purpose of verifying for Seller the accuracy of the royalty reports furnished by Purchaser pursuant to this Agreement or of any Royalty Payments made, or required to be made, to Seller pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold limited to once each calendar year and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher once with respect to records covering any specific calendar year and, in each case, only for records within the last [***] completed calendar years. Such Auditor shall not disclose Purchaser’s Confidential Information to Seller, except to the extent such statement, unless Developer shall advise Publisher in writing disclosure is necessary to verify the accuracy of the specific basis royalty reports furnished by Purchaser or the amount of Royalty Payments owed. In the event that the final result of the inspection reveals an underpayment, Purchaser shall pay the underpaid amount within [***] days after the Auditor’s report; provided, however, that Purchaser shall have the ability to review, report and discuss the Auditor’s findings with the Auditor during such [***] day period. Seller shall bear the full cost of such claim within six audit unless such audit reveals an underpayment of more than [***] percent (6[***]%) months after by Purchaser, in which case Purchaser shall reimburse Seller for the date that Publisher renders reasonable costs of such statement.audit; (c) Publisher agrees The Parties recognize that Developer mayPurchaser may seek Regulatory Approvals for and market a Product for Indications outside of the Current Indication. The Parties will utilize Claims Data to determine whether Net Sales are applicable to the Current Indication or a Future Indication. With respect to any Future Indications, not more than once during the Parties further agree as follows: (i) Purchaser shall notify Seller in writing promptly upon Purchaser’s receipt of any calendar year, audit its books and records Regulatory Approval for the purpose sale of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to a Future Indication and shall notify Publisher Seller in writing at least five within [***] days after the launch of a Future Indication in the U.S. Territory; (5ii) business days before Purchaser shall use commercially reasonable efforts to obtain Claims Data for all sales of a Product in the date it plans U.S. Territory; and (iii) To the extent Purchaser does not have Claims Data for any Net Sales, then the Purchaser shall allocate the Net Sales without Claims Data for the Calendar Quarter between the Current Indication and the Future Indication by using the same percentage allocation of Current Indication and Future Indication represented in the aggregate Claims Data for the Net Sales during such Calendar Quarter and the immediately preceding Calendar Quarter to begin it. All audits the Net Sales; provided, however, that with respect to the Calendar Quarter in which a Future Indication is approved, the allocation shall be made during regular business hourswith respect to Claims Data from that Calendar Quarter only. If the Claims Data reflect that a patient may be diagnosed with multiple Indications, and then the patient’s first diagnosed Indication shall apply for purposes of this calculation; however, no presumption shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business applied in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpaymentconsidering Net Sales without Claims Data. (d) In Purchaser or its Affiliates shall not, prior to the event Publisher fails to make expiration of all Royalty Terms, complete a Product Transfer unless such Product Transferee has a market capitalization of at least $[***], or, in the case of a private company, with a fair market equity valuation of at least $[***], and such Product Transferee assumes all Royalty Payment obligations as well as all milestone and royalty payments owed under the SK Agreement or accountings as the Aerial Agreement, provided that following any such Product Transfer, Purchaser shall nevertheless remain liable for any and when due hereunder all obligations under Section 1.3(c) and fails to cure such breach within thirty (30) days this Section 6.18. On or after receipt the expiration of written notice from Developer of such defaultall Royalty Terms, Publisher nothing in this Agreement shall be deemed to be restrict Purchaser from selling, assigning or otherwise transferring all or any portion of the Specified Assets to any Person. (e) Commencing upon Closing and continuing until the expiration of the applicable Royalty Term, Purchaser shall use Commercially Reasonable Efforts to commercialize Products in material breach the United States of this AgreementAmerica including all of its territories, and Developer commencing upon the Final Closing and continuing until the expiration of the applicable Royalty Term, Purchaser shall use Commercially Reasonable Efforts to commercialize Products in each country in the European Nation Group. Purchaser may terminate satisfy this Agreement obligation in accordance whole or in part through the activities of its Affiliates and Licensees. (f) If at any time following the first commercial sale of a Generic Equivalent in a country in the Territory, the Net Sales of such Product in such country in a Calendar Quarter are reduced by [***] percent ([***] %) or more from the Net Sales in such country in the last Calendar Quarter before the first commercial sale of such Generic Equivalent, then the Royalty Payments otherwise owing to Seller hereunder with Section 12(brespect Net Sales of such Product in such country shall be reduced by [***] percent ([***] %); provided however, that if Net Sales are reduced by [***] percent ([***] %) or more following the first commercial sale of such Generic Equivalent, then the Royalty Payments otherwise owing to Seller hereunder with respect Net Sales of such Product in such country shall be reduced to [***] percent ([***] %).

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (60) days following 4.1 During the last day term of Januarythis Agreement, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records as royalty for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such auditlicenses granted under Paragraph 2.1, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher AHP shall pay to Developer, upon settlement PharmaPrint a running royalty as set forth below on the total Net Sales of Licensed Products sold by AHP and AHP Affiliates in the audit, Developer’s reasonable auditor’s fees actually paid together with Territory ("Earned Royalties"). Royalty Year Cumulative Net Sales of Product under this Agreement ROYALTY RATE I. For the underpaymentperiod commencing on the National Launch Date and ending one year thereafter. (d) In a. For Licensed Products covered by a 4% Patent which contains a process or product claim at least as broad as that recited in Schedule B. II. Subsequent to one year after the event Publisher fails National Launch Date through expiration or termination of this Agreement. a. For Licensed Products covered by a 6% Patent which contains a process or product claim at least as broad as that recited in Schedule D. For the avoidance of doubt, no running royalty shall be due PharmaPrint from AHP for Licensed Products not meeting the patent coverage requirements set forth in this Paragraph 4.1. 4.2 Earned Royalties as provided in Paragraph 4. 1 accrued shall be paid by AHP to make payments or accountings as and when due hereunder and fails to cure such breach PharmaPrint within thirty (30) days after receipt the end of written notice from Developer each quarter of each Royalty Year. Each payment shall be accompanied by a report in writing showing the period for which such payment is made, the Net Sales of Licensed Product during such period, and the amount of Earned Royalty thereon and any credit pursuant to Paragraph 4.7. The first Royalty Year shall consist of the period commencing on the day of the first National Launch Date within the Territory, and ending on the last day of the fourth calendar quarter thereafter. Each subsequent Royalty Year shall consist of the twelve (12) month period commencing the first day after the 'Last day of the previous Royalty Year. 4.3 In the event that the parties disagree whether Earned Royalties should accrue wi th respect to patent issues on a specific product are unable to successfully resolve the issue after good faith negotiation, the matter shall be referred to an independent patent attorney agreed to by both parties. The ultimate determination of such default, Publisher independent patent attorney shall be deemed final and binding upon the parties. All fees incurred in connection with resolution of this dispute shall be borne by the party which determined incorrectly that Earned Royalties were or were not due. 4.4 In the event that AHP fails to meet the requirements of Paragraph 4.7 of the U.S. Agreement, then PharmaPrint shall have the right to convert AHP's rights under Paragraphs 2.1 and 2.2 of this Agreement from exclusive to semi-exclusive such that PharmaPrint may offer such rights to one third party other than AHP for the sale of Branded Products only. PharmaPrint's right to convert AHP's rights from exclusive to semi-exclusive shall be in material breach the sole remedy of PharmaPrint for failure of AHP to meet the requirements of such Paragraph 4.7 of the U.S. Agreement. 4.5 During the term of this Agreement, AHP shall expend Commercially Reasonable Efforts in the marketing of the Licensed Products. 4.6 No royalties as set forth in this Article IV shall be payable on intercompany sales transactions as between or among AHP and Developer may terminate this Agreement in accordance with Section 12(b)AHP Affiliates, the final sale by AHP or AHP Affiliate to a third party, alone, being used for the purposes of determining the royalty payments due hereunder. A Licensed Product subject to royalty payment shall be deemed sold when invoiced or, if not invoiced, when the same shall be delivered to the third party. 4.7 Whenever, because of price adjustment, including allowances or returned goods sold during any period, or for any other reason, AHP shall have overpaid or underpaid the royalty amount due for such period, AHP shall, upon determining the amount of overpayment or underpayment, deduct or add the same from or to the payment payable for the period during which the amount of the overpayment or the underpayment is determined; and if after such deduction and addition there remains an overpayment, such overpayment shall be deducted from the payment payable for the immediately following period or, if there is no following payment period, such overpayment shall be refunded to AHP. 4.8 AHP shall keep, and shall cause its AHP Affiliates to keep, complete and accurate records of all sales of Licensed Product for a minimum of three (3) years after the sales period to which they pertain. Said records shall be open during reasonable business hours to

Royalty Payments. (a) Royalties earned hereunder 6.1 The Publisher agrees to pay the Author a royalty for each copy of the Work sold by Publisher as follows: A. Except as otherwise provided by this Agreement, a royalty of 2% will be accrued quarterly paid on the Publisher's net selling price for each copy of the Work sold. B. No royalty shall be paid on copies (i) furnished to the Author pursuant to Section 3.4, above, (ii) furnished without charge for review, advertising, sample, premium or like purposes, or (iii) used for internal purposes by the Publisher or distributed for any other use where payment is not received by the Publisher. C. If at any time after two years from the initial release of the Work the Publisher has on hand a larger stock of the Work than it deems justified by the current demand and paid in United States dollars within sixty (60) days following the last day rate of Januarysales, April, July and October, in accordance with Publisher’s accounting practices. Publisher it shall have the right to establish reasonable reserves for returns liquidate such surplus stock at any price that it can obtain. No royalties shall be paid on copies of the Work sold under the provisions of this paragraph unless the price obtained shall exceed the Publisher's cost of manufacture as shown on its books (defined as all direct and defective products indirect printing and publishing expenses, but before any allocation of general and administrative expense), in accordance with which case the royalty shall be computed on the excess of the sale price over the cost of manufacture. D. No royalty shall be paid on copies returned. E. The Publisher may create a derivative work from the Work in the form of instructional training course materials (the “Course Materials”). The Course Materials may consist of more than one component and may be in differing media. If Publisher proceeds to publish such Course Materials, Publisher agrees to pay the Author a royalty of 2% (2 percent) on the Publisher’s business practicesnet selling price for each copy of the Course Materials sold by the Publisher. The determination of net selling price and the payment of royalties on the Course Materials shall be governed by Article VI on the same terms as apply to sales of the Work. All unused reserves rights in the Course Materials belong to the Publisher and the Author’s warranties apply only to the extent the Course Materials incorporate the Work or are derivative therof. 6.2 The Publisher shall render to the Author, as of June 30 and December 31 of each year, a report containing a complete and accurate statement of the net copies of the Work sold by the Publisher during the preceding six month period. This report will be sent to the Author within 30 days of the date the Publisher's books for such period are closed, but the failure of the Publisher to render a report to the Author on the day it is due will not give the Author the right to terminate this Agreement and the Author will have no claim for damages or interest against the Publisher unless such report is more than 90 days past due. 6.3 All royalties shall be liquidated one year following payable with the quarter that issuance of the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to DeveloperPublisher's report for the applicable reporting period. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with 6.4 Upon 30 days notice to the Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid forPublisher will allow the Author, Net Revenues resulting from such salesor an agent or accountant authorized by the Author, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make at any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of time during the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular 's business hours, access to any account books of the Publisher which relate to the Work and sales thereof during the prior two calendar years for the sole purpose of verifying the Publisher's statement of royalties. The Author may conduct no more than one such review during any twelve month period and shall complete any such review within a reasonable time. Such review shall be conducted on Developer’s behalf by a certified independent public accountantthe Author at the Author's sole expense. Developer Statements not reviewed within the time period as authorized shall be deemed accepted and shall thereafter not be subject to adjustment or challenge by either party. All information obtained in such review shall be treated by the Author and any representatives of the Author as confidential and shall not be entitled to examine disclosed publicly or used for any records which do not specifically report sales other commercial purpose. 6.5 Publisher’s net selling price for those copies of the Product. Each examination Works distributed through third parties, whether in print, electronic medium, or otherwise, shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in based on the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered amount received by the auditPublisher from such third party. In no event will the amount upon which any royalty payment is computed include any itemized charge for transportation, then Publisher shall pay to Developershipping, upon settlement of the auditshipping and handling or any similar charge or any amount charged for any sales, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) use, gross receipts or excise tax or duty. In the event the Work is sold in combination with other products of the Publisher fails to make payments or accountings under an unallocated package price, the net selling price of the Work sold as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer part of such defaultcombination shall be determined by allocating the package price to all included products based on the ratio of their separate current catalog prices to the combined package price, provided that if such allocation method is impracticable or inappropriate due to the products and/or media involved or any republication as part of a collective work, Publisher shall be deemed to be in material breach of this Agreement, and Developer may terminate this Agreement in accordance with Section 12(b)substitute one or more alternative allocation methods as it deems appropriate.

Royalty Payments. A. Purchaser shall pay to Seller an amount equal to 1.5% of any and all net sales (a"Sales Royalty") Royalties earned up to net sales of $3,500,000 per annum for all sales from February 1, 1999 through January 31, 2003 and an amount equal to 1% of any and all net sales up to net sales of $3,500,000 from February 1, 2003 through January 31, 2004. For purposes of calculating the Sales Royalty, net sales shall mean the invoiced amount of all products bearing the names Cuisine de France or Sabatier sold by Purchaser or its affiliates less only returns and allowances evidenced by credit memoranda. In determining net sales, no deduction made be made for early payment discounts, bad debts, advertising allowances or special promotions of any kind or for costs incurred in manufacture, sale, advertising or promotion. A sale shall be deemed made when the products are invoiced, shipped or paid for whichever is first to occur. B. The Sales Royalty hereunder will shall be accrued quarterly due and paid in United States dollars semi-annually within sixty (60) days following after the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns January and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollarscertified by a duly authorized officer of Purchaser as accurate, in accordance with Publisher’s regular accounting practices. Royalty statements shall includeindicating, without limitationby month, the number and invoice price of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold all products shipped during the period and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing computation of the specific basis amount of such claim within six (6) months after the date that Publisher renders such statementSales Royalty payable hereunder. (c) Publisher agrees that Developer mayC. Purchaser shall keep, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hoursmaintain, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular preserve in Purchaser's place of business until at least January 31, 2006, complete and accurate records of accounts including without limitation all invoices, foreign exchange information, correspondence, banking and financial and other records pertaining to the various items required to be shown on the reports to be submitted by Purchaser. Seller, or its representatives, shall have the right to examine and make extracts from all such records, including all invoices during business hours. Purchaser agrees not to cause or permit any interference with Seller or its nominees in the United States where the books and records are maintainedperformance of their duties of inspection and/or audit. If Developer establishes as a result any audit shows that the amount of an royalties paid by Purchaser to Seller during the time period covered by the audit conducted is less than the actual royalties that should have been paid by Developer that there is an underpayment in the royalty payments due to Developer of Purchaser by more than ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees amount actually paid together with to Seller then the underpayment. (d) In the event Publisher fails to make payments or accountings as and when due hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from Developer cost of such default, Publisher audit shall be deemed paid for by Purchaser. The exercise by Seller in whole or in part, or at any time or times, of the right to inspect or audit records and accounts or of any other right herein granted, or the acceptance by Seller of any report or the receipt or deposit by Seller of any payment from Purchaser shall be in material breach without prejudice to any other rights or remedies of this Agreement, Seller and Developer may terminate this Agreement in accordance with Section 12(b)shall not stop or prevent Seller from thereafter disputing the accuracy of any such report or payment.