Common use of Sales Reports Clause in Contracts

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (a) After During the First Commercial Sale of Royalty Term for a Drug Compound Product or VEGF Product, Vertex the licensed Party shall furnish or cause to be furnished to CFFT the licensing Party on a quarterly [***] basis a written sales report or reports covering sales by the licensed Party, its Affiliates and its Sublicensees during each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after and including the close gross amount received and an itemization of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each deductions permitted by Section 1.71 on a country-by-country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cashbasis. With respect to sales Sales of Drug the Compound Products or VEGF Products invoiced in US Dollars, the Net Sales amounts and the amounts due to CFFT the licensing Party hereunder shall be expressed in US Dollars. With respect to sales of Drug the Compound Products or VEGF Products invoiced in a currency other than US Dollars, the Net Sales and amounts due to CFFT the licensing Party hereunder shall be expressed in the domestic currency of the party making the salein which they are invoiced, together with the US Dollar equivalent of the amount payable to CFFTthe licensing Party, calculated by translating using the licensed Party’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. then-current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on US Dollars. In each Sales Report, the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered methodology will be disclosed and will be identical to that employed by the royalty report. If any licensee or sublicensee makes any sales invoiced licensed Party, generally, in a currency other than its domestic currencyexternal financial reporting, the Net Sales shall as reviewed and approved by its independent auditors and will be converted to its domestic currency in accordance with U.S. generally accepted accounting standards (GAAP) as consistently applied at the licensee’s or sublicensee’s normal accounting principleslicensed Party. Vertex The licensed Party shall furnish to CFFT the licensing Party appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. The licensed Party shall not make any other deduction from such payment. Sales Reports shall be due on the thirtieth (30th) [***] day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report . Each Sales Report will be accompanied by payment of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is all royalties due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (a) After In the event Icagen is responsible for Commercialization of a Product, commencing within [***] after the first calendar quarter following the First Commercial Sale Sale, and within [***] after the end of a Drug Producteach quarter thereafter, Vertex Icagen shall furnish or cause to be furnished to CFFT on a quarterly basis CFF a written sales report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales relevant period setting forth in the Field and, separately, for Net Sales outside the Field, (i) detail the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cashperiod. With respect to sales of Drug Products Net Sales invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT CFF hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT CFF hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTCFF, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported Dollars in The Wall Street Journal or comparable publication over the period covered by the royalty reportaccordance with Icagen’s accounting policies. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Icagen shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFTCFF. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFTCFF, at CFFTCFF’s expense and not more than once [***] in or in respect of any calendar yeara [***] period, Vertex Icagen shall permit an independent accountant of national prominence selected by CFFTCFF that signs Icagen’s standard confidentiality agreement, to have access during normal business hours to those records of Vertex Icagen as may be reasonably necessary to verify the accuracy of the sales reports report furnished by Vertex Icagen pursuant to this Section 5.4, in respect 4.4. CFF shall pay the cost of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountantexamination, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFTprovided, shall contain the conclusions of such independent accountant regarding the audit and will specify however, that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds examination determines that actual Net Sales were [***] ([***]%) or greater than the amount reported by Icagen to CFF, in addition to promptly paying CFF for any additional royalty then being auditeddue, the reasonable and necessary fees and Icagen shall reimburse CFF for its expenses of associated with such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such yearexamination. (ec) In case of any delay in payment by Vertex Icagen to CFFT CFF not occasioned by Force Majeureforce majeure in accordance with Section 11.4, interest shall be calculated at a rate equal to [***]% percent per month from the [***] from the tenth (10th[***]) day after the due date of upon which the payment, shall be applicable payment first becomes due from VertexIcagen.

Sales Reports. (a) After Ligand shall have the First Commercial Sale right, but not the obligation, to report information regarding its sales of Products to one or more third parties organized to collect and report sales data to its subscribers. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) During the term of this Agreement and after first commercial sale of a Drug Product, Vertex in the Territory, Ligand shall furnish or cause to be furnished to CFFT Lilly on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales (as defined in Schedule 3.1(a) to this Agreement) of each Drug the Product in each country in the world during the reporting period by Vertex Ligand, its affiliates, sublicensees and each Affiliateassigns, licensee and sublicensee; and (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof this Agreement in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug the Products invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Lilly hereunder shall be expressed in DollarsDollars calculated by using Ligand's then-current standard procedures and methodology. With respect to sales of Drug the Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Ligand's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a listing of the exchange rates reported used in The Wall Street Journal calculating Net Sales for such quarterly report. Ligand will at Lilly's reasonable request but not more frequently than once a calendar quarter inform Lilly as to the specific exchange rate translation methodology, if any, used for a particular country or comparable publication over countries. In the period covered event that any exchange rate translation methodology changes, Ligand will inform Lilly of the change in the quarterly report next due. Each quarterly report shall be due on the seventy-fifth (75th) day following the close of each reporting period. Ligand shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent public accountants described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Ligand shall furnish annually to CFFT Lilly appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in DollarsDollars at the time of quarterly reporting. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in where the Territory where Drug Products are sold, Vertex Ligand, its affiliates, assigns and sublicensees or its sublicensees marketing partners shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s Lilly's account in a bank or depository in such country. (d) Upon the written request of CFFTLilly, at CFFT’s Lilly's expense and not more than once in or in respect of any calendar year, Vertex independent public accountants designated by Lilly and reasonably acceptable to Ligand shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, Ligand in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFTLilly, and Vertex Ligand, its Affiliates, and its sublicensees and marketing partners shall be released from any liability or accountability with respect to payments for such year.. The report prepared by the independent public accountant, a copy of which shall be sent or otherwise provided to Ligand by such independent public accountant at the same time it is sent or otherwise provided to Lilly, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Lilly pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent public accountant's report shows any underpayment, Ligand shall remit or shall cause its sublicensees or marketing partners to remit to Ligand within thirty (30) days after Ligand's receipt of such report, (ei) In case the amount of any delay in payment by Vertex such underpayment and (ii) if such underpayment exceeds *** of the total amount owed for the calendar year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to CFFT not occasioned by Force Majeure, interest reasonable substantiation thereof. Any overpayments shall be calculated at the [***] from the tenth fully creditable against amounts payable in subsequent payment periods. Lilly agrees that all information delivered or subject to review under this Section 2.3 or under any sublicensee or marketing agreement is Confidential Information (10thas defined in Section 5.14) day after the due date of the payment, and that Lilly shall be due from Vertexretain all such information in confidence.

Sales Reports. (a) After Ligand shall have the First Commercial Sale right, but not the obligation, to report information regarding its sales of Products to one or more third parties organized to collect and report sales data to its subscribers. (b) During the term of this Agreement and after first commercial sale of a Drug Product, Vertex in the Territory, Ligand shall furnish or cause to be furnished to CFFT Lilly on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales (as defined in Schedule 3.1(a) to this Agreement) of each Drug the Product in each country in the world during the reporting period by Vertex Ligand, its affiliates, sublicensees and each Affiliateassigns, licensee and sublicensee; and (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof this Agreement in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug the Products invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Lilly hereunder shall be expressed in DollarsDollars calculated by using Ligand's then- current standard procedures and methodology. With respect to sales of Drug the Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Ligand's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a listing of the exchange rates reported used in The Wall Street Journal calculating Net Sales for such quarterly report. Ligand will at Lilly's reasonable request but not more frequently than once a calendar quarter inform Lilly as to the specific exchange rate translation methodology, if any, used for a particular country or comparable publication over countries. In the period covered event that any exchange rate translation methodology changes, Ligand will inform Lilly of the change in the quarterly report next due. Each quarterly report shall be due on the seventy-fifth (75th) day following the close of each reporting period. Ligand shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent public accountants described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Ligand shall furnish annually to CFFT Lilly appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in DollarsDollars at the time of quarterly reporting. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in where the Territory where Drug Products are sold, Vertex Ligand, its affiliates, assigns and sublicensees or its sublicensees marketing partners shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s Lilly's account in a bank or depository in such country. (d) Upon the written request of CFFTLilly, at CFFT’s Lilly's expense and not more than once in or in respect of any calendar year, Vertex independent public accountants designated by Lilly and reasonably acceptable to Ligand shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, Ligand in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFTLilly, and Vertex Ligand, its Affiliates, and its sublicensees and marketing partners shall be released from any liability or accountability with respect to payments for such year.. The report prepared by the independent public accountant, a copy of which shall be sent or otherwise provided to Ligand by such independent public accountant at the same time it is sent or otherwise provided to Lilly, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Lilly pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent public accountant's report shows any underpayment, Ligand shall remit or shall cause its sublicensees or marketing partners to remit to Ligand within thirty (30) days after Ligand's receipt of such report, (ei) In case the amount of any delay in payment by Vertex such underpayment and (ii) if such underpayment exceeds *** of the total amount owed for the calendar year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to CFFT not occasioned by Force Majeure, interest reasonable substantiation thereof. Any overpayments shall be calculated at the [***] from the tenth fully creditable against amounts payable in subsequent payment periods. Lilly agrees that all information delivered or subject to review under this Section 2.3 or under any sublicensee or marketing agreement is Confidential Information (10thas defined in Section 5.14) day after the due date of the payment, and that Lilly shall be due from Vertexretain all such information in confidence.

Sales Reports. (a) After Within sixty (60) days after the end of each calendar quarter following the First Commercial Sale of a Drug ProductSale, Vertex Affimed shall furnish or cause to be furnished to CFFT on a quarterly basis LLS a written sales report or reports covering each the relevant calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales setting forth in the Field and, separately, for Net Sales outside the Field, (i) detail the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cashperiod. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT LLS hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT LLS hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTLLS, calculated by translating foreign currency sales into U.S. dollars based on the average of Dollars at the exchange rates for the last business day during the relevant period as reported in The Wall Street Journal or comparable publication over the period covered by the royalty reportJournal, Eastern US Edition. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Affimed shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFTLLS. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFTLLS, at CFFTLLS’s expense and not more than once ***** in or in respect the twelve (12) month period following the receipt by LLS of the report required under Section 9.4(a), unless the finding of any calendar yearprior audit warrants audits at more frequent intervals, Vertex Affimed shall permit an independent accountant of national prominence selected by CFFTLLS and reasonably acceptable to Affimed, to have access during normal business hours to those records of Vertex Affimed as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex Affimed pursuant to this Section 5.4, in respect 9.4. LLS shall pay the cost of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountantexamination, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFTprovided, shall contain the conclusions of such independent accountant regarding the audit and will specify however, that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [examination determines that actual Net Sales were ***] ** greater than the amount reported by Affimed to LLS, in addition to promptly paying LLS for any additional royalty then being auditeddue, the Affimed shall reimburse LLS its reasonable and necessary fees and expenses of associated with such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such yearexamination. (ec) In case of any delay in payment by Vertex Affimed to CFFT LLS not occasioned by Force Majeureforce majeure, interest shall be calculated at the [***] from the tenth (10th) day ** after the due date of on which the payment, shall be applicable payment first becomes due from VertexAffimed.

Sales Reports. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. (a) After Within [*********] after the First Commercial Sale conclusion of a Drug Productthe Relevant [**], Vertex Predix shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter Relevant [**] showing, for Net Sales in the Field and, separately, for Net Sales outside the FieldSales, (i) the Net Sales of each Drug for the first P2(Y)2 Product in each country in the world during the reporting period by Vertex Predix and each Affiliate, licensee and sublicensee; (ii) the royaltiesany royalty, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 4.3 hereof in respect of such sales and the basis of calculating those royaltiesthe royalty; and (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due amounts which are based on included within Net Sales; and (viv) dispositions of Drug P2(Y)2 Products other than pursuant to sale for cash. With respect to sales of Drug P2(Y)2 Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug P2(Y)2 Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of at the exchange rates reported in The Wall Street Journal or comparable publication over for the period covered by the royalty report[************** ************************************************************]. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Predix shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a4.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s 's expense and not more than once [***] time in or in respect the [*************] period following the receipt by CFFT of any calendar yearthe report required PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. under Section 4.4(a), Vertex Predix shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex Predix as may be reasonably necessary to verify the accuracy of the sales reports report furnished by Vertex Predix pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice4.4. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex Predix by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit existence and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpaymentvariance between the amount paid and the amount that was actually due hereunder. If such independent accountant’s 's report shows any underpayment, Vertex Predix shall remit to CFFT within thirty (30) days [************] after Vertex’s Predix's receipt of such report, report (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, [****************************************************************** *************************************************] and (ii) if such underpayment exceeds [*************] then being auditedof the total amount owed, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof[**************************** ********************************************************************* ******************************************************************************** ***************]. Any overpayments overpayment shall be fully creditable against amounts payable in subsequent payment periodsrefunded by CFFT to Predix within [***********] following CFFT's receipt of the auditor's report. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement 4.4 is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex Predix to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex******************************************************* **********************************************].

Sales Reports. (a) After During the term of this Agreement and after the First Commercial Sale of a Drug Product, Vertex Lilly shall furnish or cause to be furnished to CFFT Phytera on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of ___________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. each Drug Product in each country in the world during the reporting period Royalty Term by Vertex and each AffiliateLilly or its Affiliates, licensee and sublicenseeand; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 6.3 hereof in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in DollarsU.S. Dollars calculated by using Lilly's then-current standard procedures and methodology, the Net Sales amounts and the amounts due to CFFT Phytera hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT Phytera hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTPhytera, calculated by translating using Lilly's then current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on the average of Dollars. In each report, the exchange rates reported rate methodology will be identical to that employed by Lilly in The Wall Street Journal its external financial reporting, as reviewed and approved by its independent auditors and will be in conformity with generally accepted accounting principles consistently applied. Lilly will at Phytera's reasonable request, but not more frequently than once a year, inform Phytera as to the specific exchange rate translation methodology used for a particular country or comparable publication over countries. Each quarterly report shall be due seventy-five (75) days following the period covered close of each reporting period. Lilly shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent auditors described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Lilly shall furnish annually to CFFT Phytera appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, 6.6(a) of this Agreement shall be due and payable on the date that such sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect Upon written notice to any country in the Territory where Drug Products are soldLilly, Vertex or its sublicensees Phytera shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFTat its own expense using Lilly's independent certified public accountant, at CFFT’s expense and not more than once annually in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFTCalendar Year, to have access audit Lilly's books and records during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex Lilly pursuant to this Section 5.46.6(a), in respect of any calendar year Calendar Year ending not more than thirty-six one (361) months year prior to the date of such notice. Such audit shall be conducted by staff of Lilly's independent public accountant other than those staff responsible for or involved in ongoing general audit activities at Lilly. Phytera shall have the right to have the audit work papers prepared by Lilly's independent public accountant pursuant to this audit reviewed by Phytera's own independent certified public accountant. Upon the expiration [ ]*, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon Phytera, and Lilly shall be released from any liability or accountability with respect to payments for such year. The report prepared by such the independent public accountant, a copy of which shall be sent or otherwise provided to Vertex Lilly by such independent public accountant at the same time it is sent or otherwise provided to CFFTPhytera, shall contain the conclusions of such the independent public accountant regarding the audit and will specify that the amounts paid to CFFT Phytera pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such the independent public accountant’s 's report shows any underpayment, Vertex Lilly shall remit to CFFT Phytera within thirty (30) days after Vertex’s Lilly's receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment ______________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. exceeds [***] ten percent (10%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such the independent public accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable refunded to Lilly by Phytera within thirty (30) days of receipt of the audit report or may be creditable, at Lilly's option, against amounts payable in subsequent payment periods. CFFT Phytera agrees that all information subject to review under this Section 5.4 or under any sublicense agreement 6.6(d) is confidential Confidential Information and that CFFT Phytera shall retain and cause its the accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “"flash” " report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s 's account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s 's expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s 's report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s 's receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (a) After During the term of this Agreement and after First Commercial Sale of a Drug ProductProduct or the SERM Oncology Product in any country, Vertex Lilly shall furnish or cause to be furnished to CFFT Ligand on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product and the SERM Oncology Product in each country in the world during the reporting period Royalty Term by Vertex Lilly, its Affiliates, Sublicensees and each Affiliateassigns, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof Article 6 in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products and the SERM Oncology Product 44 invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Ligand hereunder shall be expressed in Dollars. With respect to sales of Drug Products and the SERM Oncology Product invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Lilly's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a list of the exchange rates reported used in The Wall Street Journal or comparable publication over the period calculating Net Sales covered by the royalty such quarterly report. If Lilly will at Ligand's reasonable request but not more frequently than once a Calendar Quarter inform Ligand as to the specific exchange rate translation methodology, if any, used for a particular country or countries. In the event that any licensee or sublicensee makes any sales invoiced exchange rate translation methodology changes, Lilly will inform Ligand of the change in a currency other than its domestic currency, the Net Sales quarterly report next due. Each quarterly report shall be converted due on the seventy-fifth (75th) day following the close of each reporting period. Lilly shall keep accurate records in sufficient detail to its domestic currency in accordance with enable the licensee’s or sublicensee’s normal accounting principlesamounts due hereunder to be determined and to be verified by the independent public accountants described hereunder. Vertex Lilly shall furnish annually to CFFT Ligand appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in DollarsDollars at the time of quarterly reporting. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products or the SERM Oncology Product are sold, Vertex Lilly or its sublicensees or marketing partners shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s Ligand's account in a bank or depository in such country. (d) . Upon the written request of CFFTLigand, at CFFT’s Ligand's expense and not more than once in or in respect of any calendar yearCalendar Year, Vertex shall permit an independent accountant *** *** *** *** Upon the expiration of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior following the end of any Calendar Year, the calculation of amounts payable with respect to the date of such noticefiscal year shall be binding and conclusive upon Ligand, and Lilly and its sublicensees and marketing partners shall be released from any liability or accountability with respect to payments for such year. The report prepared by such independent public accountant, a copy of which shall be sent or otherwise provided to Vertex Lilly by such independent public accountant at the same time it is sent or otherwise provided to CFFTLigand, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to CFFT Ligand pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent public accountant’s 's report shows any underpayment, Vertex Lilly shall remit or shall cause its sublicensees or marketing partners to CFFT remit to Ligand within thirty (30) days after Vertex’s Lilly's receipt of such report, (i) the amount of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 45 such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] ten percent (10%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT Ligand agrees that all information delivered or subject to review under this Section 5.4 10.7 or under any sublicense sublicensee or marketing agreement is confidential Confidential Information and that CFFT Ligand shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (aA) After Within sixty (60) days after the First Commercial Sale conclusion of a Drug Productthe Relevant [**], Vertex Predix shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter Relevant [**] showing, for Net Sales in the Field and, separately, for Net Sales outside the FieldSales, (i) the Net Sales of each Drug for the first P2(Y)2 Product in each country in the world during the reporting period by Vertex Predix and each Affiliate, licensee and sublicensee; (ii) the royaltiesany royalty, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 4.3 hereof in respect of such sales and the basis of calculating those royaltiesthe royalty; and (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due amounts which are based on included within Net Sales; and (viv) dispositions of Drug P2(Y)2 Products other than pursuant to sale for cash. With respect to sales of Drug P2(Y)2 Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug P2(Y)2 Products invoiced in a currency other than Dollars, the Net Sales and amounts due to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. EXECUTION COPY CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of at the exchange rates for the [********************* ******************] as reported in The Wall Street Journal or comparable publication over the period covered by the royalty reportJournal, Eastern US Edition. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Predix shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (bB) Amounts shown to have accrued by each sales report provided for under Section 5.4(a4.4(a), above, shall be due and payable on the date that sales report is due. (cC) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (dD) Upon the written request of CFFT, at CFFT’s 's expense and not more than once [***] time in or in respect the [*************] period following the receipt by CFFT of any calendar yearthe report required under Section 4.4(a), Vertex Predix shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex Predix as may be reasonably necessary to verify the accuracy of the sales reports report furnished by Vertex Predix pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice4.4. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex Predix by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit existence and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpaymentvariance between the amount paid and the amount that was actually due hereunder. If such independent accountant’s 's report shows any underpayment, Vertex Predix shall remit to CFFT within thirty (30) days after Vertex’s Predix's receipt of such report, report (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, underpayment[******************************** *************************************************] and (ii) if such underpayment PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. EXECUTION COPY exceeds [*****] then being auditedpercent ([*****]%) of the total amount owed, the reasonable [*****] and necessary fees [*****] and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof[**********]. Any overpayments overpayment shall be fully creditable against amounts payable in subsequent payment periodsrefunded by CFFT to Predix within thirty (30) days following CFFT's receipt of the auditor's report. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement 4.4 is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (eE) In case of any delay in payment by Vertex Predix to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex******************************************************* **********************************************].

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex. * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Sales Reports. (a) After Ligand shall have the First Commercial Sale right, but not the obligation, to report information regarding its sales of Products to one or more third parties organized to collect and report sales data to its subscribers. (b) During the term of this Agreement and after first commercial sale of a Drug Product, Vertex in the Territory, Ligand shall furnish or cause to be furnished to CFFT Lilly on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales (as defined in Schedule 3.1(a) to this Agreement) of each Drug the Product in each country in the world during the reporting period by Vertex Ligand, its affiliates, sublicensees and each Affiliateassigns, licensee and sublicensee; and (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof this Agreement in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug the Products invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Lilly hereunder shall be expressed in DollarsDollars calculated by using Ligand's then-current standard procedures and methodology. With respect to sales of Drug the Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Ligand's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a listing of the exchange rates reported used in The Wall Street Journal calculating Net Sales for such quarterly report. Ligand will at Lilly's reasonable request but not more frequently than once a calendar quarter inform Lilly as to the specific exchange rate translation methodology, if any, used for a particular country or comparable publication over countries. In the period covered event that any exchange rate translation methodology changes, Ligand will inform Lilly of the change in the quarterly report next due. Each quarterly report shall be due on the seventy-fifth (75th) day following the close of each reporting period. Ligand shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent public accountants described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Ligand shall furnish annually to CFFT Lilly appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in DollarsDollars at the time of quarterly reporting. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in where the Territory where Drug Products are sold, Vertex Ligand, its affiliates, assigns and sublicensees or its sublicensees marketing partners shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s Lilly's account in a bank or depository in such country. (d) Upon the written request of CFFTLilly, at CFFT’s Lilly's expense and not more than once in or in respect of any calendar year, Vertex independent public accountants designated by Lilly and reasonably acceptable to Ligand shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, Ligand in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFTLilly, and Vertex Ligand, its Affiliates, and its sublicensees and marketing partners shall be released from any liability or accountability with respect to payments for such year.. The report prepared by the independent public accountant, a copy of which shall be sent or otherwise provided to Ligand by such independent public accountant at the same time it is sent or otherwise provided to Lilly, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Lilly pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent public accountant's report shows any underpayment, Ligand shall remit or shall cause its sublicensees or marketing partners to remit to Ligand within thirty (30) days after Ligand's receipt of such report, (ei) In case the amount of any delay in payment by Vertex such underpayment and (ii) if such underpayment exceeds [ * ] of the total amount owed for the calendar year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to CFFT not occasioned by Force Majeure, interest reasonable substantiation thereof. Any overpayments shall be calculated at the [***] from the tenth fully creditable against amounts payable in subsequent payment periods. Lilly agrees that all information delivered or subject to review under this Section 2.3 or under any sublicensee or marketing agreement is Confidential Information (10thas defined in Section 5.14) day after the due date of the payment, and that Lilly shall be due from Vertexretain all such information in confidence.

Sales Reports. (a) After In the event Icagen is responsible for Commercialization of a Product, commencing within [***] after the first calendar quarter following the First Commercial Sale Sale, and within [***] after the end of a Drug Producteach quarter thereafter, Vertex Icagen shall furnish or cause to be furnished to CFFT on a quarterly basis CFF a written sales report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales relevant period setting forth in the Field and, separately, for Net Sales outside the Field, (i) detail the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cashperiod. With respect to sales of Drug Products Net Sales invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT CFF hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT CFF hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTCFF, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported Dollars in The Wall Street Journal or comparable publication over the period covered by the royalty reportaccordance with Icagen’s accounting policies. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Icagen shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFTCFF. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFTCFF, at CFFTCFF’s expense and not more than once [***] in or in respect of any calendar yeara [***] period, Vertex Icagen shall permit an independent accountant of national prominence selected by CFFTCFF that signs Icagen’s standard confidentiality agreement, to have access during normal business hours to those records of Vertex Icagen as may be reasonably necessary to verify the accuracy of the sales reports report furnished by Vertex Icagen pursuant to this Section 5.4, in respect 4.4. CFF shall pay the cost of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountantexamination, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFTprovided, shall contain the conclusions of such independent accountant regarding the audit and will specify however, that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds examination determines that actual Net Sales were [***] ([***]%) or greater than the amount reported by Icagen to CFF, in addition to promptly paying CFF for any additional royalty then being auditeddue, the reasonable and necessary fees and Icagen shall reimburse CFF for its expenses of associated with such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such yearexamination. (ec) In case of any delay in payment by Vertex Icagen to CFFT CFF not occasioned by Force Majeureforce majeure in accordance with Section 11.4, interest shall be calculated at a rate equal to [***]% percent per month from the [***] from the tenth (10th[***]) day after the due date of upon which the payment, shall be applicable payment first becomes due from Vertex.Icagen. ​

Sales Reports. (a) After During the term of this Agreement and after the First Commercial Sale of a Drug Product, Vertex Lilly shall furnish or cause to be furnished to CFFT Phytera on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of ___________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. each Drug Product in each country in the world during the reporting period Royalty Term by Vertex and each AffiliateLilly or its Affiliates, licensee and sublicenseeand; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 6.3 hereof in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in DollarsU.S. Dollars calculated by using Lilly's then-current standard procedures and methodology, the Net Sales amounts and the amounts due to CFFT Phytera hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT Phytera hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTPhytera, calculated by translating using Lilly's then current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on the average of Dollars. In each report, the exchange rates reported rate methodology will be identical to that employed by Lilly in The Wall Street Journal its external financial reporting, as reviewed and approved by its independent auditors and will be in conformity with generally accepted accounting principles consistently applied. Lilly will at Phytera's reasonable request, but not more frequently than once a year, inform Phytera as to the specific exchange rate translation methodology used for a particular country or comparable publication over countries. Each quarterly report shall be due seventy-five (75) days following the period covered close of each reporting period. Lilly shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent auditors described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Lilly shall furnish annually to CFFT Phytera appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, 6.6(a) of this Agreement shall be due and payable on the date that such sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect Upon written notice to any country in the Territory where Drug Products are soldLilly, Vertex or its sublicensees Phytera shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFTat its own expense using Lilly's independent certified public accountant, at CFFT’s expense and not more than once annually in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFTCalendar Year, to have access audit Lilly's books and records during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex Lilly pursuant to this Section 5.46.6(a), in respect of any calendar year Calendar Year ending not more than thirty-six one (361) months year prior to the date of such notice. Such audit shall be conducted by staff of Lilly's independent public accountant other than those staff responsible for or involved in ongoing general audit activities at Lilly. Phytera shall have the right to have the audit work papers prepared by Lilly's independent public accountant pursuant to this audit reviewed by Phytera's own independent certified public accountant. Upon the expiration of two (2) years following the end of any Calendar Year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon Phytera, and Lilly shall be released from any liability or accountability with respect to payments for such year. The report prepared by such the independent public accountant, a copy of which shall be sent or otherwise provided to Vertex Lilly by such independent public accountant at the same time it is sent or otherwise provided to CFFTPhytera, shall contain the conclusions of such the independent public accountant regarding the audit and will specify that the amounts paid to CFFT Phytera pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such the independent public accountant’s 's report shows any underpayment, Vertex Lilly shall remit to CFFT Phytera within thirty (30) days after Vertex’s Lilly's receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] ten percent (10%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such the independent public accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable refunded to Lilly by Phytera within thirty (30) days of receipt of the audit report or may be creditable, at Lilly's option, against amounts payable in subsequent payment periods. CFFT Phytera agrees that all information subject to review under this Section 5.4 or under any sublicense agreement 6.6(d) is confidential Confidential Information and that CFFT Phytera shall retain and cause its the accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (a) After During the First Commercial Sale term of this Agreement and after the first commercial sale of a Drug Product, Vertex Lilly shall furnish or cause to be furnished to CFFT Vertex on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product in each country in the world each territory during the reporting royalty period by Vertex Lilly and each Affiliate, licensee sublicensee and sublicenseemarketing partner; (ii) the royalties, payable in U.S. dollars United States Dollars (“"Dollars”"), which shall have accrued under Section 5.3 Article 11 hereof in respect of such sales and the basis (i.e., the royalty rate tier and unit sales data) of calculating those royalties; (iii) amounts due under Section 10.4 hereof on account of the purchase of Bulk Drug Substance, with respect to Net Sales in the ROW, and the basis for calculating those amounts due (including unit sales data); (iv) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (ivv) the quarterly average exchange rates with respect to the five (5) countries with the greatest Net Sales for a particular quarter used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (vvi) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in DollarsDollars calculated by using Lilly's then-current standard procedures and methodology, the Net Sales amounts and the amounts due to CFFT Vertex hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT Vertex hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar Dollars equivalent of the amount payable to CFFTVertex, calculated by translating using Lilly's then current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based dollars. In each report the methodology will be identical to that employed by Lilly in its external financial reporting, as reviewed and approved by its independent auditors and will be in conformity with generally accepted accounting principles consistently applied. Lilly will at Vertex's reasonable request made not more frequently than once a year inform Vertex as to the specific exchange rate translation methodology used for a particular country or countries. Each quarterly report shall be due on the average sixtieth (60th) day following the close of each reporting period, or on the exchange rates reported seventy-fifth (75th) day, in The Wall Street Journal or comparable publication over the period covered case that at least one sublicensee Net Sales is involved in the royalty calculation. Lilly shall also provide Vertex with a rolling forecast for the subsequent two quarters with respect to United States, Japan and ROW Territory following each quarterly report of Net Sales, but only, reasonably promptly after Lilly closes its books with respect to the quarterly reporting period. Lilly shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent auditors described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales Lilly shall be converted responsible for all payments that are due to its domestic currency in accordance with the licensee’s Vertex but have not been paid by Lilly's sublicensees or sublicensee’s normal accounting principlesmarketing partners. Vertex Lilly shall furnish annually to CFFT Vertex appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (d) Upon the written request of CFFT, at CFFT’s expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

Sales Reports. (aA) After Within sixty (60) days after the First Commercial Sale conclusion of a Drug Productthe Relevant [**], Vertex Predix shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter Relevant [**] showing, for Net Sales in the Field and, separately, for Net Sales outside the FieldSales, (i) the Net Sales of each Drug for the first P2(Y)2 Product in each country in the world during the reporting period by Vertex Predix and each Affiliate, licensee and sublicensee; (ii) the royaltiesany royalty, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 4.3 hereof in respect of such sales and the basis of calculating those royaltiesthe royalty; and (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due amounts which are based on included within Net Sales; and (viv) dispositions of Drug P2(Y)2 Products other than pursuant to sale for cash. With respect to sales of Drug P2(Y)2 Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug P2(Y)2 Products invoiced in a currency other than Dollars, the Net Sales and amounts due to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. EXECUTION COPY CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of at the exchange rates for the [********************* ******************] as reported in The Wall Street Journal or comparable publication over the period covered by the royalty reportJournal, Eastern US Edition. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Predix shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (bB) Amounts shown to have accrued by each sales report provided for under Section 5.4(a4.4(a), above, shall be due and payable on the date that sales report is due. (cC) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country. (dD) Upon the written request of CFFT, at CFFT’s 's expense and not more than once [***] time in or in respect the [*************] period following the receipt by CFFT of any calendar yearthe report required under Section 4.4(a), Vertex Predix shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex Predix as may be reasonably necessary to verify the accuracy of the sales reports report furnished by Vertex Predix pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice4.4. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex Predix by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit existence and will specify that the amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpaymentvariance between the amount paid and the amount that was actually due hereunder. If such independent accountant’s 's report shows any underpayment, Vertex Predix shall remit to CFFT within thirty (30) days after Vertex’s Predix's receipt of such report, report (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, underpayment[******************************** *************************************************] and (ii) if such underpayment PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. EXECUTION COPY exceeds [*****] then being auditedpercent ([*****]%) of the total amount owed, the reasonable [*****] and necessary fees [*****] and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof[**********]. Any overpayments overpayment shall be fully creditable against amounts payable in subsequent payment periodsrefunded by CFFT to Predix within thirty (30) days following CFFT's receipt of the auditor's report. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement 4.4 is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (eE) In case of any delay in payment by Vertex Predix to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex******************************************************* **********************************************].

Sales Reports. (a) After During the term of this Agreement and after First Commercial Sale of a Drug ProductProduct in any country, Vertex Lilly shall furnish or cause to be furnished to CFFT Ligand on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product in each country in the world during the reporting period Royalty Term by Vertex Lilly, its Affiliates, Sublicensees and each Affiliateassigns, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof Article 5 in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Ligand hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Lilly's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a listing of the exchange rates reported used in The Wall Street Journal or comparable publication over the period calculating Net Sales covered by the royalty such quarterly report. If Lilly will at Ligand's reasonable request but not more frequently than once a Calendar Quarter inform Ligand as to the specific exchange rate translation methodology, if any, used for a particular country or countries. In the event that any licensee or sublicensee makes any sales invoiced exchange rate translation methodology changes, Lilly will inform Ligand of the change in a currency other than its domestic currency, the Net Sales quarterly report next due. Each quarterly report shall be converted due on the seventy-fifth (75th) day following the close of each reporting period. Lilly shall keep accurate records in sufficient detail to its domestic currency in accordance with enable the licensee’s or sublicensee’s normal accounting principlesamounts due hereunder to be determined and to be verified by the independent public accountants described hereunder. Vertex Lilly shall furnish annually to CFFT Ligand appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT. (b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due. (c) All payments shall be made in DollarsDollars at the time of quarterly reporting. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex Lilly or its sublicensees or marketing partners shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s Ligand's account in a bank or depository in such country. (d) . Upon the written request of CFFTLigand, at CFFT’s Ligand's expense and not more than once in or in respect of any calendar yearCalendar Year, Vertex shall permit an independent accountant *** *** *** *** Upon the expiration of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior following the end of any Calendar Year, the calculation of amounts payable with respect to the date of such noticefiscal year shall be binding and conclusive upon Ligand, and Lilly and its sublicensees and marketing partners shall be released from any liability or accountability with respect to payments for such year. The report prepared by such the independent public accountant, a copy of which shall be sent or otherwise provided to Vertex Lilly by such independent public accountant at the same time it is sent or otherwise provided to CFFTLigand, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to CFFT Ligand pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent public accountant’s 's report shows any underpayment, Vertex Lilly shall remit or shall cause its sublicensees or marketing partners to CFFT remit to Ligand within thirty (30) days after Vertex’s Lilly's receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] ten percent (10%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT Ligand agrees that all information delivered or subject to review under this Section 5.4 7.7 or under any sublicense sublicensee or marketing agreement is confidential Confidential Information and that CFFT Ligand shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year. (e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.