Common use of Royalty Procedures Clause in Contracts

Royalty Procedures. 6.1 Kolltan shall keep true and accurate records and books of accounts containing all data necessary for the calculation of royalties payable to Lonza in accordance with GAAP. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than [**] calendar days’ prior notice), be open at all reasonable times during regular business hours for inspection by independent auditors selected by Lonza and reasonably acceptable to Kolltan. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the financial audit. Any such financial audit shall be conducted according to GAAP and in a manner that does not materially interfere with the operations of Kolltan’s business. Lonza may perform a financial audit [**]. Each financial audit shall begin upon the date specified by Lonza, and agreed to by Kolltan and shall be completed as soon as reasonably practicable, but in no case later than [**] Business Days after commencement. Lonza shall pay the costs of the independent auditors conducting such financial audit, unless the results of the financial audit reveal an underpayment of [**] percent ([**]%) or more by Kolltan, in which case, Kolltan shall pay the reasonable costs of the independent auditors. If a financial audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party responsible for such payment to the other Party within [**] calendar days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the Party responsible for such payment. 6.2 On a Product-by-Product basis, royalties shall not be payable until First Commercial Sales are achieved. Thereafter Kolltan shall prepare a statement in respect of each calendar quarter which shall show for the immediately preceding quarter details of the Net Sales of Product and the royalty due and payable to Lonza thereon. 6.2.1 For the first three calendar quarters (i.e., those ending on March 31, June 30 and September 30), such statement shall be submitted to Lonza within [**] calendar days after the end of the calendar quarter to which it relates, together with a remittance for the estimated royalties due to Lonza for such calendar quarter, net of any adjustments from prior quarters, audit requirements or other reconciliation procedures. For the fourth calendar quarter (i.e., that ending on December 31), such statement shall be submitted within [**] calendar days after the end of the year, together with a remittance for the royalties due to Lonza for such fourth quarter, net of any adjustments from prior quarters, year-end closing procedures or other reconciliation procedures. 6.3 All sums due under this License Agreement: 6.3.1 Shall be made in British Pounds Sterling to Lonza. Payments due to Lonza shall first be calculated in the relevant local currency before being calculated into British Pounds Sterling at the rate of exchange in effect at the close of business [**] Business Days prior to the date such payment is due. The rate of exchange shall be the mean value of the British Pound Sterling/US Dollar FX Spot Rate in London first published in the Financial Times on the day for determining such rates. 6.3.2 Are exclusive of any value added tax, levies, imposts and duties imposed by or under the authority of any government or public authority (other than taxes on Lonza’s income), and shall be paid by Kolltan. The Parties agree to cooperate in all respects reasonably necessary to take advantage of any double taxation treaties as may be available. Where a deduction or withholding is required to be made by Kolltan, Kolltan shall give Lonza such assistance as may be necessary or expedient to enable Lonza to claim exemption therefrom or a reduction thereof and Lonza and Kolltan shall use reasonable efforts to ensure that such exemption or reduction is claimed. Such assistance shall include the provision by Kolltan to Lonza of such forms as the relevant tax authority may require Lonza to complete. Lonza shall complete and return to Kolltan any form provided by Kolltan that is required by the relevant tax authorities from time to time to: (i) attest to Lonza’s fiscal residence; and (ii) obtain the application of the reduced withholding tax rate or the exemption of withholding tax, according to the relevant bilateral convention for the prevention of double taxation. To the extent that withholding tax is payable, Kolltan shall remit the withholding tax to the proper tax authority and shall deliver as soon as is reasonably practicable to Lonza such certificate or other proof of payment of such tax as may be necessary to enable Lonza to credit the withholding tax paid against taxes to be paid by it. 6.4 Where there is not a dispute for sums due under this License Agreement and Lonza has not received payment of any such undisputed sum by the date such payment would be due in accordance with this License Agreement, interest shall accrue thereafter on the undisputed sum due and owing to Lonza at the rate of [**] percent ([**]%) above the base lending rate from time to time of National Westminster Bank plc on any unpaid balance; interest to accrue on a day to day basis until payment by Kolltan or as otherwise resolved by the mutual agreement of the Parties.

Royalty Procedures. 6.1 Kolltan Licensee shall keep true and accurate records and books of accounts account containing all data necessary for the calculation of royalties payable to Lonza in accordance with GAAPLonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than [**] calendar days’ thirty (30) days prior notice), be open at all reasonable times during regular business hours for inspection by an independent auditors certified public accounting firm of nationally recognized standing, selected by Lonza and reasonably acceptable to KolltanLicensee, as reasonably necessary to verify the accuracy of the royalty reports hereunder for the […***…] calendar quarters immediately prior to the date of such notice. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the financial audit. The independent auditor shall disclose to Lonza only whether the royalty reports are correct or not and the amount of any discrepancy. No other information shall be shared. Any such financial audit shall be conducted according to GAAP and in a manner that does not materially interfere unreasonably with the operations of KolltanLicensee’s business. Lonza may perform a financial an audit [**]once each calendar year. Each financial audit shall begin upon the date specified by LonzaLonza within the time frame specified above, and agreed to by Kolltan and shall be completed as soon as reasonably practicable, but in no case later than [**] Business Days after commencement. Lonza shall pay the costs of the independent auditors conducting such financial audit, unless the results of the financial audit reveal an underpayment of […**] percent ([**…]%) % or more by KolltanLicensee, in which case, Kolltan Licensee shall pay the reasonable out-of-pocket costs of the independent auditors. If a financial an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party party responsible for such payment to the other Party party within [**] calendar thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the Party party responsible for such payment. 6.2 On a Product-by-Product basis, royalties shall not be payable until First Commercial Sales are achieved. Thereafter Kolltan Licensee shall prepare a statement in respect of each calendar quarter which shall show for the immediately preceding quarter details of the Net Sales sales of Product and the royalty due and payable to Lonza thereon. 6.2.1 For the first three calendar quarters (i.e., those ending on March 31, June 30 and September 30), such . Such statement shall be submitted to Lonza within [**] calendar forty-five (45) days after the end of the calendar quarter to which it relates, together with a remittance for the estimated royalties due to Lonza for such calendar quarter, net of any adjustments from prior quarters, audit requirements or other reconciliation procedures. For the fourth calendar quarter (i.e., that ending on December 31), such statement shall be submitted within [**] calendar days after the end of the year, together with a remittance for the royalties due to Lonza for such fourth quarter, net of any adjustments from prior quarters, year-end closing procedures or other reconciliation proceduresLonza. 6.3 All sums due under this License Agreement: 6.3.1 Shall shall be made in British Pounds Sterling pounds sterling to Lonza. Payments due to Lonza in currencies other than pounds sterling shall first be calculated in the relevant local currency before being calculated into British Pounds Sterling at the rate of exchange in effect at the close of business [**] Business Days prior to on the date such day payment is duedue or made, whichever is earlier. The rate of exchange shall be the mean value of the British Pound Sterling/US Dollar FX Spot Rate in London first published in the Financial Times on the day following the day for determining such rates. 6.3.2 Are are exclusive of any value added taxValue Added Tax or of any other applicable taxes, levies, imposts imposts, duties and duties fees of whatever nature imposed by or under the authority of any government or public authority authority, and shall be paid by Licensee (other than taxes on Lonza’s income), and shall be paid by Kolltan. The Parties parties agree to cooperate co-operate in all respects reasonably necessary to take advantage of any such double taxation treaties as may be available. Where a deduction or withholding is required to be made by Kolltan, Kolltan shall give Lonza such assistance as may be necessary or expedient to enable Lonza to claim exemption therefrom or a reduction thereof and Lonza and Kolltan shall use reasonable efforts to ensure that such exemption or reduction is claimed. Such assistance shall include the provision by Kolltan to Lonza of such forms as the relevant tax authority may require Lonza to complete. Lonza shall complete and return to Kolltan any form provided by Kolltan that is required by the relevant tax authorities from time to time to: (i) attest to Lonza’s fiscal residence; and (ii) obtain the application of the reduced withholding tax rate or the exemption of withholding tax, according to the relevant bilateral convention for the prevention of double taxation. To the extent that withholding tax is payable, Kolltan shall remit the withholding tax to the proper tax authority and shall deliver as soon as is reasonably practicable to Lonza such certificate or other proof of payment of such tax as may be necessary to enable Lonza to credit the withholding tax paid against taxes to be paid by it. 6.4 Where there is Lonza does not a dispute for sums due under this License Agreement and Lonza has not received receive payment of any such undisputed sum by the date such payment would be due in accordance with this License Agreementdate, interest shall accrue thereafter on the undisputed sum due and owing to Lonza at the rate of […***…] percent ([…***…]%) above over the base lending rate from time to time of National Westminster Bank plc on any unpaid balance; plc, interest to accrue on a day to day-to-day basis until without prejudice to Lonza’s right to receive payment by Kolltan or as otherwise resolved by on the mutual agreement of the Partiesdue date.

Royalty Procedures. 6.1 Kolltan Licensee shall, and shall ensure that its Affiliates shall, keep true and accurate records and books of accounts account containing all data necessary for the calculation of royalties payable to Lonza in accordance with GAAP{***}. Such records and books of account shall, upon reasonable notice having been given by Lonza {***} (which in no event shall be less than [**] calendar days’ thirty (30) days prior notice), be open at all reasonable times during regular business hours for inspection by independent auditors selected by Lonza {***} and reasonably acceptable to KolltanLicensee. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the financial audit. Any such financial audit shall be conducted according to GAAP and in a manner that does not materially interfere unreasonably with the operations of KolltanLicensee’s business. Lonza {***} may perform a financial an audit [**]once each calendar year. Each financial audit shall begin upon the date specified by Lonza, and agreed to by Kolltan {***} and shall be completed as soon as reasonably practicable, but in no case later than [. {**] Business Days after commencement. Lonza *} shall pay the costs of the independent auditors conducting such financial audit, unless the results of the financial audit reveal an underpayment of [**] percent ([**]%) 5% or more by KolltanLicensee, in which case, Kolltan Licensee shall pay the reasonable costs of the independent auditors. If a financial an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party responsible for such payment to the other Party within [**] calendar thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the Party responsible for such payment.. CONFIDENTIAL {***} 6.2 On a Product-by-Product basis, royalties shall not be payable until First Commercial Sales are achieved. Thereafter Kolltan Licensee shall prepare a statement within 20 days after the last days of March and September in each year for the six months ended on such date (or part thereof in the first and last year of this Agreement) showing separately in respect of each calendar quarter which shall show for the immediately preceding quarter period details of the Net Sales sales of Product on a country by country basis and the royalty due and payable to Lonza thereon. 6.2.1 For {***} thereon and where sales relate to a country other than the first three calendar quarters (i.e., those ending on March 31, June 30 and September 30), such United Kingdom the rate of exchange used by the Licensee. Such statement shall be submitted to Lonza within [{**] calendar days after the end of the calendar quarter to which it relates, together with a remittance for the estimated royalties due to Lonza for such calendar quarter, net of any adjustments from prior quarters, audit requirements or other reconciliation procedures. For the fourth calendar quarter (i.e., that ending on December 31), such statement shall be submitted within [**] calendar days after the end of the year, } together with a remittance for the royalties due to Lonza for such fourth quarter, net of any adjustments from prior quarters, year-end closing procedures or other reconciliation procedures{***} to which {***} shall issue a receipted invoice in return. 6.3 All sums due under this License Agreement: 6.3.1 Shall shall (save in respect of the Signature Fee) be made paid in British Pounds Sterling pounds sterling to Lonza. Payments due to Lonza shall first be calculated in the relevant local currency before being calculated into British Pounds Sterling at the rate of exchange in effect at the close of business [{**] Business Days prior to the date such payment is due. The rate of exchange shall be the mean value of the British Pound Sterling/US Dollar FX Spot Rate in London first published in the Financial Times on the day for determining such rates*}. 6.3.2 Are are exclusive of any value added taxValue Added Tax or of any other applicable taxes, levies, imposts imposts, duties and duties fees of whatever nature imposed by or under the authority of any government or public authority (other than taxes on Lonza’s income)authority, and shall be paid by KolltanLicensee (other than taxes on {***}’s income). The Parties parties agree to cooperate co-operate in all respects reasonably necessary to take advantage of any such double taxation treaties as may be available. Where a deduction or withholding is required to be made by Kolltan, Kolltan shall give Lonza such assistance as may be necessary or expedient to enable Lonza to claim exemption therefrom or a reduction thereof and Lonza and Kolltan shall use reasonable efforts to ensure that such exemption or reduction is claimed. Such assistance shall include the provision by Kolltan to Lonza of such forms as the relevant tax authority may require Lonza to complete. Lonza shall complete and return to Kolltan any form provided by Kolltan that is required by the relevant tax authorities from time to time to: (i) attest to Lonza’s fiscal residence; and (ii) obtain the application of the reduced withholding tax rate or the exemption of withholding tax, according to the relevant bilateral convention for the prevention of double taxation. . 6.4 To the extent that withholding tax is payable, Kolltan Licensee reports Net Sales otherwise than in pounds sterling then royalty payments due to {***} shall remit be first calculated in the withholding tax local currency in which Net Sales are reported and then shall be converted to a pounds sterling value at the rate of exchange equivalent to the proper tax authority and shall deliver as soon as is reasonably practicable to Lonza such certificate or other proof of payment of such tax as may be necessary to enable Lonza to credit pound spot rate in London first published in the withholding tax paid against taxes to be paid by itFinancial Times on the first business day after the relevant quarterly reporting period. 6.4 6.5 Where there is {***} does not a dispute for sums due under this License Agreement and Lonza has not received receive payment of any such undisputed sum by the date such payment would be due in accordance with this License Agreementdate, interest shall accrue thereafter on the undisputed sum due and owing to Lonza {***} at the rate of [**] four percent ([**]4%) above per annum over the base lending rate from time to time of National Westminster Bank plc on any unpaid balance; plc, interest to accrue on a day to day-to-day basis until without prejudice to {***}’s right to receive payment by Kolltan or as otherwise resolved by on the mutual agreement of the Partiesdue date.