Common use of Royalty Reports and Records Clause in Contracts

Royalty Reports and Records. (a) Commencing with the First Commercial Sale of the initial Licensed Product, Emory shall furnish, or cause to be furnished to GW, written reports, substantially in the format attached as Appendix C hereto, covering each of Emory's or Triangle's fiscal quarters showing: (i) the gross sales of all Licensed Products sold by Emory, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Territory during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereof; and (ii) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales; (iii) the exchange rates used, if any, in determining the amount of Dollars; (iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Products. (b) With respect to sales of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment of any tax or other amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory shall be responsible for all royalties and late payments that are due to GW that have not been paid by Emory's Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees).

Royalty Reports and Records. In addition to the “flash” reports to be provided in accordance with Section 5.1.5 (a) Commencing Flash Reports), beginning with the First Commercial Sale by Licensee or any Sublicensee, as the case may be, of the initial Licensed ProductProduct in any country in the Territory, Emory shall and continuing thereafter during the Term, Licensee will furnish, or and will cause any Sublicensee to be furnished furnish, to GW, Akebia a written reports, substantially in the format attached as Appendix C hereto, report covering each of Emory's or Triangle's fiscal quarters showing: such Calendar Quarter showing (ia) the gross sales Net Sales of all Licensed Products sold by Emory, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Product in each country of the Territory during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereofsuch Calendar Quarter; and (iib) the royalties Royalties, payable in DollarsEuros, which shall that will have accrued hereunder in respect of such sales with a computation of such royalties during such Calendar Quarter; (c) withholding taxes, if any, required by Applicable Law to be deducted in respect of such sales; sales in such Calendar Quarter; and (iiid) the exchange rates used, if any, used in determining the amount of Dollars; United States Dollars payable in respect of sales made other than in Euros. Licensee will deliver such written report to Akebia no later than [**] after the end of each such Calendar Quarter and pay any Royalties or Minimum Royalties (ivas applicable) due for such Calendar Quarter no later than [**] after the discountsend of each such Calendar Quarter. For each written report delivered to Akebia pursuant to this Section 5.1.6 (Royalty Reports and Records) that covers the end of a Calendar Year in which a Minimum Royalty is due, allowancesas set forth in the table in Section 5.1.3 (Minimum Royalties), rebatessuch written report will also indicate whether a Minimum Royalty, creditsif any, returnsis due to Akebia for such Calendar Year, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Products. (b) With respect to sales of Licensed Products invoiced in Dollars, if so, the gross sales, Net Sales, and royalties payable shall be expressed in Dollarsamount of such Minimum Royalty. With respect to sales of Licensed Products Product invoiced in a currency other than DollarsEuros, the gross sales, Net Sales, Sales and royalties royalty payable shall will be expressed in the domestic currency of the party making the sale together with the Dollar Euro equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency rate published in THE WALL STREET JOURNAL the Wall Street Journal on the last day of each month during of the reporting periodCalendar Quarter. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales are invoiced in a currency other than its domestic currency, then the gross sales and Net Sales shall will be converted to its domestic currency in accordance with the Affiliate's or Sublicensee's its normal accounting practicesprinciples. Emory or its Affiliate or Sublicensee (including but not limited to Triangle) making any royalty payment shall Licensee will furnish to GW Akebia, upon request, appropriate evidence of payment of of, and itemize any tax tax, credits, or other specific amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory shall be responsible for all royalties and late payments that are due to GW that have not been paid by Emory's Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees).

Royalty Reports and Records. (a) Commencing During the term of this Agreement commencing with the First Commercial Sale commercial introduction of the initial first Licensed Product, Emory Triangle shall furnish, or cause to be furnished to GWDynavax, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of Emory's or Triangle's fiscal quarters showing: (i) the gross sales of all Licensed Products on a Licensed Product by Licensed Product basis sold by EmoryTriangle, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Territory sublicensees during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereofSections 1.34 and 1.35; andand ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) the royalties payable in Dollars, which shall have accrued hereunder in respect to of such sales;Net Sales; and (iii) the exchange rates used, if any, in determining the amount of Dollars;; and (iv) the discounts, allowances, rebates, credits, returns, free replacements and any withholding taxes applicable to the use and sale of Licensed Products that have been (other than income taxes) required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Productsmade from such royalties. (b) With respect to sales of the Licensed Products Product invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of the Licensed Products Product invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL the Wall Street Journal on the last day of each month during the reporting period. If any Emory Triangle Affiliate or Sublicensee (including but not limited to Triangle) sublicensee makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicenseesublicensee's normal accounting practices. Emory If the event a Triangle Affiliate or sublicensee uses its normal accounting practices, a complete description of such normal accounting practices shall be provided to Dynavax together with the royalty report furnished pursuant to Article 4. Triangle or its Affiliate or Sublicensee (including but not limited to Triangle) sublicensee making any royalty payment shall furnish to GW Dynavax appropriate evidence of payment of any tax or other amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarterquarter and shall be prepared in accordance with U.S. GAAP. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) Triangle shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory Triangle shall be responsible for all royalties and late payments that are due to GW Dynavax that have not been paid by EmoryTriangle's Affiliates and Sublicensees (including but not limited to sublicensees. Triangle's Affiliates and sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by Triangle that they have, the option of making any royalty payment directly to Dynavax.

Royalty Reports and Records. (a) Commencing During the term of this Agreement commencing with the First Commercial Sale commercial introduction of the initial first Licensed Product, Emory Triangle shall furnish, or cause to be furnished to GWDynavax, written reports, substantially in the format attached as Appendix C hereto, reports covering each of Emory's or Triangle's fiscal quarters showing: (i) the gross sales of all Licensed Products on a Licensed Product by Licensed Product basis sold by EmoryTriangle, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Territory sublicensees during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereofSections 1.30 and 1.31; and (ii) the royalties payable in Dollars, which shall have accrued hereunder in respect to of such sales;Net Sales; and (iii) the exchange rates used, if any, in determining the amount of Dollars;; and (iv) the discounts, allowances, rebates, credits, returns, free replacements and any withholding taxes applicable to the use and sale of Licensed Products that have been (other than income taxes) required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Productsmade from such royalties. (b) With respect to sales of the Licensed Products Product invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of the Licensed Products Product invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL the Wall Street Journal on the last day of each month during the reporting period. If any Emory Triangle Affiliate or Sublicensee (including but not limited to Triangle) sublicensee makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicenseesublicensee's normal accounting practices. Emory In the event a Triangle Affiliate or sublicensee uses its normal accounting practices, a complete description of such normal accounting practices shall be provided to Dynavax together with the royalty report furnished pursuant to Article 4. Triangle or its Affiliate or Sublicensee (including but not limited to Triangle) sublicensee making any royalty payment shall furnish to GW Dynavax appropriate evidence of payment of any tax or other amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarter. Emory quarter and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) shall for a period of [***] keep accurate records in sufficient detail and be prepared in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory shall be responsible for all royalties and late payments that are due to GW that have not been paid by Emory's Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees).U.S.

Royalty Reports and Records. (a) Commencing with During the First Commercial Sale term of the initial Licensed Productthis Agreement, Emory COMPANY shall furnish, or cause to be furnished to GWLICENSOR, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of Emory's or Triangle's COMPANY’s, COMPANY’s Affiliates’ and COMPANY’s sublicensees’ fiscal quarters showing: (ia) the gross sales selling price of all Licensed Products sold Sold by EmoryCOMPANY, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliatessublicensees, Sublicensees or any Triangle Marketing Collaborator) in each country of the Licensed Territory during the reporting period, together with the calculations of Net Sales Selling Price in accordance with Section 1.23 hereofSections 1.15 and 1.16; andand * Confidential Treatment Requested 15 (iib) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;Sales; and (iiic) the exchange rates used, if any, in determining the amount of Dollars; (iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (vd) a summary of all financial reports provided to Emory COMPANY by Emory's Affiliates and Sublicensees COMPANY’s sublicensees; and (including but not limited to Trianglee) to which Emory has granted a license or sublicense the amount of any consideration received by COMPANY from sublicensees, an explanation of the rights licensed contractual obligation satisfied by GW such consideration and calculation of any payments due LICENSOR pursuant to Emory under Section 3.7 of this Agreement covering Net Sales of Licensed Products.Agreement; (bf) With respect to sales the occurrence of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in any event triggering a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency Milestone Payment obligation in accordance with Section 3.2; and (g) the Affiliate's basis for any credits taken against Annual Minimum payments in accordance with Subsection 3.5 (d), including documentation of costs incurred by COMPANY in any litigation, infringement, interference, or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (other action pertaining to the Licensed Patents, and any deductions from running royalty payments taken pursuant to Section 3.9, including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment documentation of any tax royalties or other amount deducted from any royalty payment. (c) fees paid to third parties. Reports shall be made on semi-annually until the first Sale of a Licensed Product and quarterly basisthereafter. Semi-annual reports shall be due within Minimum payments due in such thirty (30) days of the close of every second and Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle COMPANY fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) COMPANY shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory COMPANY shall be responsible for all royalties and late payments that are due to GW LICENSOR that have not been paid by Emory's COMPANY’s Affiliates and Sublicensees (including but not limited to Trianglesublicensees. COMPANY’s sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by COMPANY that they have, the option of making any royalty payment directly to LICENSOR.

Royalty Reports and Records. (a) Commencing with During the First Commercial Sale term of the initial Licensed Productthis Agreement, Emory COMPANY shall furnish, or cause to be furnished to GWLICENSOR, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of EmoryCOMPANY's, COMPANY's or TriangleAffiliates' and COMPANY's sublicensees' fiscal quarters showing: (ia) the gross sales selling price of all Licensed Products sold Sold by EmoryCOMPANY, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliatessublicensees, Sublicensees or any Triangle Marketing Collaborator) in each country of the Licensed Territory during the reporting period, together with the calculations of Net Sales Selling Price in accordance with Section 1.23 hereofSections 1.15 and 1.16; and (iib) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;Sales; and (iiic) the exchange rates used, if any, in determining the amount of Dollars; (iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (vd) a summary of all financial reports provided to Emory COMPANY by EmoryCOMPANY's Affiliates and Sublicensees sublicensees; and (including but not limited to Trianglee) to which Emory has granted a license or sublicense the amount of any consideration received by COMPANY from sublicensees, an explanation of the rights licensed contractual obligation satisfied by GW such consideration and calculation of any payments due LICENSOR pursuant to Emory under Section 3.7 of this Agreement covering Net Sales of Licensed Products.Agreement; (bf) With respect to sales the occurrence of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in any event triggering a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency Milestone Payment obligation in accordance with Section 3.2; and (g) the Affiliate's basis for any credits taken against Annual Minimum payments in accordance with Subsection 3.5 (d), including documentation of costs incurred by COMPANY in any litigation, infringement, interference, or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (other action pertaining to the Licensed Patents, and any deductions from running royalty payments taken pursuant to Section 3.9, including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment documentation of any tax royalties or other amount deducted from any royalty payment. (c) fees paid to third parties. Reports shall be made on semi-annually until the first Sale of a Licensed Product and quarterly basisthereafter. Semi-annual reports shall be due within Minimum payments due in such thirty (30) days of the close of every second and Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle COMPANY fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) COMPANY shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory COMPANY shall be responsible for all royalties and late payments that are due to GW LICENSOR that have not been paid by EmoryCOMPANY's Affiliates and Sublicensees (including but not limited to Trianglesublicensees. COMPANY's sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by COMPANY that they have, the option of making any royalty payment directly to LICENSOR.

Royalty Reports and Records. (a) Commencing with During the First Commercial Sale term of the initial Licensed Productthis Agreement, Emory COMPANY shall furnish, or cause to be furnished to GWROYALTY PHARMA, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of Emory's or Triangle's COMPANY’s, COMPANY’s Affiliates’ and COMPANY’s sublicensees’ fiscal quarters showing: (ia) the gross sales selling price of all Licensed Products sold Sold by EmoryCOMPANY, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliatessublicensees, Sublicensees or any Triangle Marketing Collaborator) in each country of the Licensed Territory during the reporting period, together with the calculations of Net Sales Selling Price in accordance with Section 1.23 hereof1.25; andand [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iib) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;Sales; and (iiic) the exchange rates used, if any, in determining the amount of Dollars; (iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (vd) a summary of all financial reports provided to Emory COMPANY by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Products.COMPANY’s sublicensees; and (be) With respect to sales of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and basis for any credits taken against running royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with Sections 3.3(d) and 7.1, including documentation of costs incurred by COMPANY in any litigation, infringement, interference, or other action pertaining to the Affiliate's or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (Licensed Patents, and any deductions from running royalty payments taken pursuant to Section 3.5, including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment documentation of any tax royalties or other amount deducted from any royalty payment. (c) fees paid to third parties. Reports shall be made on a quarterly basis. Quarterly reports and shall be due within sixty (60) days of the close of every Emory or Triangle COMPANY fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) COMPANY shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory COMPANY shall be responsible for all royalties and late payments that are due to GW ROYALTY PHARMA that have not been paid by Emory's COMPANY’s Affiliates and Sublicensees (including but not limited to Trianglesublicensees. COMPANY’s sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by COMPANY that they have, the option of making any royalty payment directly to ROYALTY PHARMA.

Royalty Reports and Records. (a) Commencing with During the First Commercial Sale term of the initial Licensed Productthis Agreement, Emory COMPANY shall furnish, or cause to be furnished to GWLICENSORS, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of EmoryCOMPANY's, COMPANY's or TriangleAffiliates' and COMPANY's sublicensees' fiscal quarters showing:: * CONFIDENTIAL TREATMENT REQUESTED CS-92 (ia) the gross sales selling price of all Licensed Products sold Sold by EmoryCOMPANY, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliatessublicensees, Sublicensees or any Triangle Marketing Collaborator) in each country of the Licensed Territory during the reporting period, together with the calculations of Net Sales Selling Price in accordance with Section 1.23 hereofSections 1.15 and 1.16; and (iib) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;Sales; and (iiic) the exchange rates used, if any, in determining the amount of Dollars; (iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (vd) a summary of all financial reports provided to Emory COMPANY by EmoryCOMPANY's Affiliates and Sublicensees sublicensees; and (including but not limited to Trianglee) to which Emory has granted a license or sublicense the amount of any consideration received by COMPANY from sublicensees, an explanation of the rights licensed contractual obligation satisfied by GW such consideration and calculation of any payments due LICENSORS pursuant to Emory under Section 3.7 of this Agreement covering Net Sales of Licensed Products.Agreement; (bf) With respect to sales the occurrence of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in any event triggering a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency Milestone Payment obligation in accordance with Section 3.2; and (g) the Affiliate's basis for any credits taken against Annual Minimum payments in accordance with Subsection 3.5(c), including documentation of costs incurred by COMPANY in any litigation, infringement, interference, or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (other action pertaining to the Licensed Patents, and any deductions from running royalty payments taken pursuant to Section 3.9, including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment documentation of any tax royalties or other amount deducted from any royalty payment. (c) fees paid to third parties. * CONFIDENTIAL TREATMENT REQUESTED CS-92 Reports shall be made on semi-annually until the first Sale of a Licensed Product and quarterly basisthereafter. Semi-annual reports shall be due within thirty (30) days of the close of every second and fourth COMPANY fiscal quarter. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle COMPANY fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) COMPANY shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory COMPANY shall be responsible for all royalties and late payments that are due to GW LICENSORS that have not been paid by EmoryCOMPANY's Affiliates and Sublicensees (including but not limited to Trianglesublicensees. COMPANY's sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by COMPANY that they have, the option of making any royalty payment directly to LICENSORS.

Royalty Reports and Records. (a) Commencing During the term of this Agreement commencing with the First Commercial Sale commercial introduction of the initial first Licensed Product, Emory Triangle shall furnish, or cause to be furnished to GWMitsubishi, written reports, substantially in the format attached as Appendix C hereto, covering reports governing each of Emory's or Triangle's, Triangle's Affiliates' and Triangle's sublicensees' fiscal quarters showing: (i) the gross sales of all Licensed Products sold by EmoryTriangle, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliatessublicensees, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Territory during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereofSections 1.20 and 1.21; and (ii) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;Sales; and (iii) the exchange rates used, if any, in determining the amount of Dollars;; and (iv) the discounts, allowances, rebates, credits, returns, free replacements and any withholding taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Productsmade from such royalties. (b) With respect to sales of the Licensed Products Product invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of the Licensed Products Product invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE the WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Triangle Affiliate or Sublicensee (including but not limited to Triangle) sublicensee makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicenseesublicensee's normal accounting practices. Emory Triangle or its Affiliate or Sublicensee (including but not limited to Triangle) sublicensee making any royalty payment shall furnish to GW Mitsubishi appropriate evidence of payment of any tax or other amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) Triangle shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory Triangle shall be responsible for all royalties and late payments that are due to GW Mitsubishi that have not been paid by EmoryTriangle's Affiliates and Sublicensees (including but not limited to sublicensees. Triangle's Affiliates and sublicensees shall have, and its Affiliates and Sublicensees)shall be notified by Triangle that they have, the option of making any royalty payment directly to Mitsubishi.

Royalty Reports and Records. (a) Commencing In addition to the “flash” reports to be provided in accordance with Section 7.1, beginning with the First Commercial Sale (i) by Licensee or any Sublicensee, as the case may be, of a Product in any country of the initial Licensed ProductLicensee Territory or (ii) by Licensor or any Sublicensee, Emory as the case may be, of a Product in any country of the Licensor Territory (each of Licensee in the Licensee Territory or Licensor in the Licensor Territory, as applicable, the “Selling Party”), and continuing thereafter during the term of this Agreement, the Selling Party shall furnish, or and shall cause any Sublicensee to be furnished furnish, to GW, the non-Selling Party a written reports, substantially in the format attached as Appendix C hereto, report covering each of Emory's or Triangle's fiscal quarters showing: calendar quarter (ithe “Reporting Period”) showing (a) the gross sales Net Sales of all Licensed Products sold by Emory, its Affiliates and Sublicensees each Product in each country of the applicable Territory where royalties are payable under Section 6.1 or Section 6.2 (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaboratoras applicable) in the Licensed Territory during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereofReporting Period; and (iib) the royalties royalties, payable in United States Dollars, which that shall have accrued hereunder in respect of such sales with a summary computation of such royalties during the Reporting Period; (c) withholding taxes, if any required by law to be deducted in respect of such sales; sales in such Reporting Period; and (iiid) the exchange rates used, if any, used in determining the amount of Dollars; (iv) United States Dollars payable in respect of sales outside the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and (v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Products. (b) With respect to sales of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in DollarsUnited States. With respect to sales of Licensed Products a Product invoiced in a currency other than United States Dollars, the gross sales, Net Sales, Sales and royalties royalty payable shall be expressed in the domestic currency of the party making the sale together with the Dollar United States Dollars equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency rate published in THE WALL STREET JOURNAL the Wall Street Journal on the last day of each month during of the reporting periodReporting Period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales sale invoiced in a currency other than its domestic currency, then the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicensee's its normal accounting practicesprinciples. Emory or its Affiliate or Sublicensee (including but not limited to Triangle) The Selling Party’s Sublicensees shall have the option of making any royalty payment directly to the non-Selling Party. However, notwithstanding anything to the contrary, the Selling Party shall continue to be liable for all royalties due under Section 6.1 or Section 6.2 (as applicable) until they are paid. The Selling Party or its Sublicensee shall furnish to GW the non-Selling Party appropriate evidence of payment of of, and itemize any tax tax, credits or other specific amount deducted from any royalty payment. (c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days of the close of every Emory or Triangle fiscal quarter. Emory and its Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees) shall for a period of [***] keep accurate records in sufficient detail and in accordance with normal accounting principles to enable royalties and other payments payable hereunder to be determined. Emory shall be responsible for all royalties and late payments that are due to GW that have not been paid by Emory's Affiliates and Sublicensees (including but not limited to Triangle, and its Affiliates and Sublicensees).