Common use of Royalty Terms Clause in Contracts

Royalty Terms. (i) The royalty payments described in this Section 9.3 with respect to HBV Licensed Products sold in the Territory shall be payable on an HBV Licensed Product-by-HBV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of an HBV Licensed Product in a country in the Territory and expiring upon the latest of: (A) [***] years after the First CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Commercial Sale of such HBV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HBV Licensed Product (the “HBV Royalty Term”). (ii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in the U.S. shall be payable, on an HIV Licensed Product-by-HIV Licensed Product basis, commencing upon the First Commercial Sale of an HIV Licensed Product in the U.S. and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in the U.S.; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”). (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HIV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HIV Licensed Product (the “ROW HIV Royalty Term”) (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”).

Royalty Terms. (i) The royalty payments described in this Section 9.3 with respect to HBV Licensed Products sold in the Territory shall be payable on an HBV Licensed Product-by-HBV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of an HBV Licensed Product in a country in the Territory and expiring upon the latest of: (A) [***] years after the First CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Commercial Sale of such HBV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HBV Licensed Product (the “HBV Royalty Term”). (ii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in the U.S. shall be payable, on an HIV Licensed Product-by-HIV Licensed Product basis, commencing upon the First Commercial Sale of an HIV Licensed Product in the U.S. and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in the U.S.; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”). (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HIV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HIV Licensed Product (the “ROW HIV Royalty Term”) (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”).

Royalty Terms. The royalty payments payable under this Section 8.5 shall be payable as follows: (i) The royalty payments described in this Section 9.3 with respect to HBV Licensed Products sold in the Territory shall be payable on an HBV RC48 Licensed Product-by-HBV Licensed Product and , on a country-by-country basis, commencing upon basis from the First Commercial Sale of an HBV Licensed Product in a country in the Territory and expiring upon the latest of: (A) [***] years after the First CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Commercial Sale of such HBV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV RC48 Licensed Product in such country in the absence of Seagen Territory or RemeGen Territory, as applicable, until the licenses granted later to Gilead under this Agreement; or occur of: (Cx) the expiration of the last Valid Claim (including any Regulatory Exclusivity patent term adjustments or extensions) within the: (I) RemeGen RC48-Specific Patents; (II) [ * ] that exist as of the Effective Date; or (III) Joint Patent Rights, in each case (I)-(III) that Cover the RC48 Licensed Product as it is sold in such country with respect to such HBV Licensed Product country; or (y) the “HBV Royalty Term”). tenth (ii10th) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in anniversary of the U.S. shall be payable, on an HIV Licensed Product-by-HIV Licensed Product basis, commencing upon date of the First Commercial Sale of an HIV the RC48 Licensed Product in such country (the U.S. and expiring upon the latest of: “RC48 Licensed Product Royalty Term”); (Aii) [***] years after with respect to each New Licensed Product for which RemeGen has exercised its Opt-In Right (i.e., each Opt-In Product), on a country-by-country basis from the First Commercial Sale of such HIV Licensed Opt-In Product in such country in the U.S.; Seagen Territory or RemeGen Territory, as applicable, until the later to occur of: (Bx) the expiration of the last-to-expire last Valid Claim of a Patent Right (including any patent term adjustments or extensions) within the Licensed Technology RemeGen New Product-Specific Patents, Seagen New Product-Specific Patents or Joint Patent Rights that Cover such Opt-In Product as it is sold in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreementcountry; or (Cy) the expiration tenth (10th) anniversary of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”). (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale date of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Opt-In Product in such country (the “Opt-In Product Royalty Term”); and (iii) with respect to each New Licensed Product for which RemeGen has not exercised its Opt-In Right, on a country; (B) -by-country basis from the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale First Commercial Sale of such HIV New Licensed Product in such country in the absence of Seagen Territory until the licenses granted later to Gilead under this Agreement; or occur of: (Cx) the expiration of the last Valid Claim (including any Regulatory Exclusivity patent term adjustments or extensions) within the [ * ] that Cover such New Licensed Product as it is sold in such country; or (y) the tenth (10th) anniversary of the date of the First Commercial Sale of such New Licensed Product in such country with respect to such HIV Licensed Product (the “ROW HIV New Licensed Product Royalty Term”). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”)II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Royalty Terms. (i) The royalty payments described in this Section 9.3 with respect to HBV Licensed Products sold in the Territory shall be payable on an HBV Licensed Product-by-HBV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of an HBV Licensed Product in a country in the Territory and expiring upon the latest of: (A) [***] years after the First CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Commercial Sale of such HBV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HBV Licensed Product (the “HBV Royalty Term”).. ​ (ii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in the U.S. shall be payable, on an HIV Licensed Product-by-HIV Licensed Product basis, commencing upon the First Commercial Sale of an HIV Licensed Product in the U.S. and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in the U.S.; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”).. ​ (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after the First Commercial Sale of such HIV Licensed Product in such country; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HIV Licensed Product in such country in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country with respect to such HIV Licensed Product (the “ROW HIV Royalty Term”) (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”).. ​

Royalty Terms. (i) The Parties understand that upon implementation of any royalty hereunder that revisions and/or adjustments to the terms of this Section 4.7 may be necessary to address any problems or issues then arising and/or to facilitate a more efficient or rational execution of the royalty terms, and therefore the Parties agree to use reasonable efforts at such time to negotiate in good faith, taking into account any reasonable requests or concerns of the Parties, any necessary or appropriate revisions hereto. A. The royalty owed the licensor shall be calculated on a quarter annual calendar basis (the “Royalty Period”) and shall be payable by no later than the end of the second (2nd) month after the termination of the preceding full quarter-annual period, i.e., commencing on the first (1st) day of April, July, October, January, except that a calendar period may be "short” depending on the commencement of the applicable Royalty Period. B. Within fifteen (15) business days after the end of each Royalty Period, the applicable licensee under the license(s) granted under this Agreement shall provide the applicable licensor under such license(s) with a written royalty statement certified as accurate by a duly authorized officer of licensee, reciting, on a country by country basis, the basis upon which the applicable Background Royalty or New IP Royalty, as the case may be, has accrued and the amount of such royalty due. Such statements shall be furnished to licensor regardless of whether any Licensed Products were sold during the Royalty Period or whether any actual royalty was owed. C. Where the applicable royalty is based on the sales or net sales of Licensed Products, a royalty obligation shall accrue upon the sale of the Licensed Product regardless of the time of collection by the licensee, and the Licensed Product shall be considered "sold” when such Licensed Product is billed, invoiced, shipped, or paid for, whichever occurs first. D. Where the applicable royalty is based on the sales or net sales of Licensed Products, if the licensee sells any Licensed Products to any affiliated or related party at a price less than the regular price charged to other parties, the royalty shall be computed at the regular price. E. The receipt or acceptance by the licensor of any royalty statement or payment shall not prevent the licensor from subsequently challenging the validity or accuracy of such statement or payment. F. Upon expiration or termination of this Agreement, all royalty obligations, shall be accelerated and shall immediately become due and payable. G. The licensee’s obligations for the payment of royalties shall survive expiration or termination of this Agreement and will continue for so long as the licensee continues to sell the Licensed Products. H. All payments described due the licensor shall be made in this Section 9.3 the currency specified by the licensor by bank transfer, unless otherwise specified by the licensor. I. Any late payments shall incur interest at the lower of [***]% per annum or the maximum rate permitted by applicable law in the jurisdiction of the paying party. J. Each licensor shall have the right, upon reasonable notice (no less than ten (10) days), to inspect a licensee’s books and records and all other documents and material in licensee’s possession or control but only with respect to HBV Licensed Products sold in the Territory subject matter of this Agreement. Any such inspection shall be payable on done through an HBV Licensed Product-by-HBV Licensed Product independent certified public accountant acceptable to the relevant licensee (who shall not unreasonably withhold such acceptance). Such examination shall occur at the place where the licensee maintains such records during normal business hours. The licensor shall have free and country-by-country basis, commencing upon the First Commercial Sale of an HBV Licensed Product in a country in the Territory full access thereto for such purposes and expiring upon the latest of: (A) may make copies thereof. In no [***] years after Information has been omitted and filed separately with the First CONFIDENTIAL TREATMENT REQUESTEDSecurities and Exchange Commission. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “Confidential treatment has been requested with respect to the omitted portions. CERTAIN MATERIAL (INDICATED BY AN ASTERISK [***]”) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THE DOCUMENT OMITTED MATERIAL HAS ALSO BEEN FURNISHED FILED SEPARATELY TO WITH THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDCOMMISSION. Commercial Sale of such HBV Licensed Product in such country; (B) event shall the expiration of licensor have the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV Licensed Product in such country in the absence of the licenses granted right to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country examine information with respect to such HBV Licensed Product (licensee’s costs, pricing formulas, or percentages of markup. Each licensee shall impose similar obligations on any of its sublicensees, if any, for the “HBV Royalty Term”)benefit of itself and of the licensor. (ii) The K. Each licensee agrees to keep accurate books of accounts and records at its principal place of business covering all transactions relating to the subject matter of this Agreement, including but not limited to any and all royalty payments described in this Section 9.3 with respect obligation thereof. L. All books and records pertaining to HIV Licensed Products sold in the U.S. obligations of a licensee hereunder shall be payablemaintained and kept accessible and available to a licensor for inspection for at least five (5) years after the date to which they pertain. M. In the event that such inspection reveals an underpayment by the licensee of the actual royalty owed the licensor, on an HIV Licensed Product-by-HIV Licensed Product basisthe licensee shall pay the difference, commencing upon plus interest calculated at the First Commercial Sale rate of an HIV Licensed Product in the U.S. and expiring upon the latest of: (A) [***] years after the First Commercial Sale ]% per month. If such underpayment be in excess of such HIV Licensed Product in the U.S.; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”). (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after ]% of the First Commercial Sale royalty due for any Royalty Period, the licensee shall also reimburse the licensor for the cost of such HIV inspection. N. Only one royalty shall be paid hereunder as to Licensed Product in such country; whether or not it is covered by more than one article of Intellectual Property, including but not limited to more than one (B1) the expiration of the last-to-expire Valid Claim claim of a Patent Right within the Licensed Technology in such country that would be infringed patent, by the sale claims of such HIV Licensed Product in such country in more than one (1) patent, or by the absence claims of the licenses granted to Gilead under this Agreement; or patents of more than one (C1) the expiration of any Regulatory Exclusivity in such country with respect to such HIV Licensed Product (the “ROW HIV Royalty Term”) (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”)country.

Royalty Terms. (i) The Parties understand that upon implementation of any royalty hereunder that revisions and/or adjustments to the terms of this Section 4.7 may be necessary to address any problems or issues then arising and/or to facilitate a more efficient or rational execution of the royalty terms, and therefore the Parties agree to use reasonable efforts at such time to negotiate in good faith, taking into account any reasonable requests or concerns of the Parties, any necessary or appropriate revisions hereto. A. The royalty owed the licensor shall be calculated on a quarter annual calendar basis (the “Royalty Period”) and shall be payable by no later than the end of the second (2nd) month after the termination of the preceding full quarter-annual period, i.e., commencing on the first (1st) day of April, July, October, January, except that a calendar period may be "short” depending on the commencement of the applicable Royalty Period. B. Within fifteen (15) business days after the end of each Royalty Period, the applicable licensee under the license(s) granted under this Agreement shall provide the applicable licensor under such license(s) with a written royalty statement certified as accurate by a duly authorized officer of licensee, reciting, on a country by country basis, the basis upon which the applicable Background Royalty or New IP Royalty, as the case may be, has accrued and the amount of such royalty due. Such statements shall be furnished to licensor regardless of whether any Licensed Products were sold during the Royalty Period or whether any actual royalty was owed. C. Where the applicable royalty is based on the sales or net sales of Licensed Products, a royalty obligation shall accrue upon the sale of the Licensed Product regardless of the time of collection by the licensee, and the Licensed Product shall be considered "sold” when such Licensed Product is billed, invoiced, shipped, or paid for, whichever occurs first. D. Where the applicable royalty is based on the sales or net sales of Licensed Products, if the licensee sells any Licensed Products to any affiliated or related party at a price less than the regular price charged to other parties, the royalty shall be computed at the regular price. E. The receipt or acceptance by the licensor of any royalty statement or payment shall not prevent the licensor from subsequently challenging the validity or accuracy of such statement or payment. F. Upon expiration or termination of this Agreement, all royalty obligations, shall be accelerated and shall immediately become due and payable. G. The licensee’s obligations for the payment of royalties shall survive expiration or termination of this Agreement and will continue for so long as the licensee continues to sell the Licensed Products. H. All payments described due the licensor shall be made in this Section 9.3 the currency specified by the licensor by bank transfer, unless otherwise specified by the licensor. I. Any late payments shall incur interest at the lower of [***]% per annum or the maximum rate permitted by applicable law in the jurisdiction of the paying party. J. Each licensor shall have the right, upon reasonable notice (no less than ten (10) days), to inspect a licensee’s books and records and all other documents and material in licensee’s possession or control but only with respect to HBV Licensed Products sold in the Territory subject matter of this Agreement. Any such inspection shall be payable on done through an HBV Licensed Product-by-HBV Licensed Product independent certified public accountant acceptable to the relevant licensee (who shall not unreasonably withhold such acceptance). Such examination shall occur at the place where the licensee maintains such records during normal business hours. The licensor shall have free and country-by-country basis, commencing upon the First Commercial Sale of an HBV Licensed Product in a country in the Territory full access thereto for such purposes and expiring upon the latest of: (A) may make copies thereof. In no [***] years after Information has been omitted and filed separately with the First CONFIDENTIAL TREATMENT REQUESTEDSecurities and Exchange Commission. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “Confidential treatment has been requested with respect to the omitted portions. Exhibit 10.3 CERTAIN MATERIAL (INDICATED BY AN ASTERISK [***]”) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THE DOCUMENT OMITTED MATERIAL HAS ALSO BEEN FURNISHED FILED SEPARATELY TO WITH THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDCOMMISSION. Commercial Sale of such HBV Licensed Product in such country; (B) event shall the expiration of licensor have the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in such country that would be infringed by the sale of such HBV Licensed Product in such country in the absence of the licenses granted right to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in such country examine information with respect to such HBV Licensed Product (licensee’s costs, pricing formulas, or percentages of markup. Each licensee shall impose similar obligations on any of its sublicensees, if any, for the “HBV Royalty Term”)benefit of itself and of the licensor. (ii) The K. Each licensee agrees to keep accurate books of accounts and records at its principal place of business covering all transactions relating to the subject matter of this Agreement, including but not limited to any and all royalty payments described in this Section 9.3 with respect obligation thereof. L. All books and records pertaining to HIV Licensed Products sold in the U.S. obligations of a licensee hereunder shall be payablemaintained and kept accessible and available to a licensor for inspection for at least five (5) years after the date to which they pertain. M. In the event that such inspection reveals an underpayment by the licensee of the actual royalty owed the licensor, on an HIV Licensed Product-by-HIV Licensed Product basisthe licensee shall pay the difference, commencing upon plus interest calculated at the First Commercial Sale rate of an HIV Licensed Product in the U.S. and expiring upon the latest of: (A) [***] years after the First Commercial Sale ]% per month. If such underpayment be in excess of such HIV Licensed Product in the U.S.; (B) the expiration of the last-to-expire Valid Claim of a Patent Right within the Licensed Technology in the U.S. that would be infringed by the sale of such HIV Licensed Product in the U.S. in the absence of the licenses granted to Gilead under this Agreement; or (C) the expiration of any Regulatory Exclusivity in the U.S. with respect to such HIV Licensed Product (the “U.S. HIV Royalty Term”). (iii) The royalty payments described in this Section 9.3 with respect to HIV Licensed Products sold in a country in the ROW shall be payable, on an HIV Licensed Product-by-HIV Licensed Product and country-by-country basis, commencing upon the First Commercial Sale of a HIV Licensed Product in a country in the ROW and expiring upon the latest of: (A) [***] years after ]% of the First Commercial Sale royalty due for any Royalty Period, the licensee shall also reimburse the licensor for the cost of such HIV inspection. N. Only one royalty shall be paid hereunder as to Licensed Product in such country; whether or not it is covered by more than one article of Intellectual Property, including but not limited to more than one (B1) the expiration of the last-to-expire Valid Claim claim of a Patent Right within the Licensed Technology in such country that would be infringed patent, by the sale claims of such HIV Licensed Product in such country in more than one (1) patent, or by the absence claims of the licenses granted to Gilead under this Agreement; or patents of more than one (C1) the expiration of any Regulatory Exclusivity in such country with respect to such HIV Licensed Product (the “ROW HIV Royalty Term”) (each of the HBV Royalty Term, the U.S. HIV Royalty Term, and the ROW HIV Royalty Term, a “Royalty Term” and, collectively, the “Royalty Terms”)country.