Common use of STATEMENTS AND REMITTANCES Clause in Contracts

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2. The Licensor shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1. COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate adequate records for the previous two years (or for the period from the Effective Date relating to the then current date if SALE of LICENSED PRODUCT. 5.2. Within ** after the Close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of NET SALES by COMPANY and by its sublicensees on account for such period is less than two years) quarter, which statement shall be accompanied by the payment due to TEMPLE pursuant to Paragraph 4.1 on account of all quantities NET SALES by COMPANY for such quarter. Payments due to TEMPLE pursuant to Paragraphs 4.2 and 4.5 on account of Licensed Compounds and Licensed Products manufactured or sold under consideration received by COMPANY from sublicensees during any calendar quarter shall be paid by COMPANY to TEMPLE within ** of the licenses granted by this Agreement, together with that information contemplated by Section 9.2close of such calendar quarter. 5.3. The Licensor financial statements of COMPANY and of its sublicensees will be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall make no unreasonable objection, to examine such the books and records of COMPANY and its sublicensees relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of COMPANY and its sublicensees shall take place during regular business hours during the term of this License Agreement and for six months ** after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years **, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If COMPANY is not in agreement with the findings of the Licensee qualified accountant selected by TEMPLE, then COMPANY shall so notify TEMPLE in writing within ** of receipt by COMPANY of said findings, in which case the parties will jointly appoint, within a further period of **, an independent qualified accountant to validate, at **, TEMPLE’s accountant’s findings, and the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within **. Should such underpayment represent more than ** of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for the cost of the examination by TEMPLE’s accountant that disclosed such underpayment. 5.4. All payments due to TEMPLE under this License Agreement shall be made in United States dollars and shall be sent by COMPANY to TEMPLE to the attention of “Business Manager” at the address shown in Paragraph 13.5. However, TEMPLE shall have the right, upon giving written notice to COMPANY, to receive royalty payments on account of NET SALES within a particular country in the local currency if permitted by law. 5.5. If COMPANY fails to make any payment due to TEMPLE within the time prescribed by the terms of this License Agreement, a penalty equal to ** of the amount due and unpaid on the first day of each calendar month shall be added to the amount due. However, the provisions of this Paragraph 5.5 shall not apply to any underpayment of royalties which is uncovered by audit of the books of COMPANY or of its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured sublicensees pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementParagraph 5.3. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 6.1. LICENSEE shall keep, keep and shall require its Affiliates maintain complete books and any third party manufacturers and third parties making sales on its behalf to keep, complete and records containing an accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) accounting in sufficient detail of all quantities data required to enable verification of Licensed Compounds earned royalties and Licensed Products manufactured or sold under other payments due hereunder. 6.2. Within sixty (60) days after the licenses granted end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES by this AgreementLICENSEE and by its SUBLICENSEES on account for such quarter, together with that information contemplated which statement shall be accompanied by Section 9.2the payment due to TEMPLE pursuant to Paragraph 4.1 on account of NET SALES. Payments due to TEMPLE pursuant to Paragraph 4.4 on account of consideration received by LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end of such calendar quarter. 6.3. The Licensor financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public accountant or like person appointed by itof its own selection to whom LICENSEE shall make no unreasonable objection, to examine such the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the Licensee accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE’S expense, TEMPLE’s accountant’s findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the cost of the examination by this Agreement) in relation to TEMPLE’s accountant that disclosed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 6.4. All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may made in United States dollars and shall be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed sent by LicensorLICENSEE to TEMPLE to the attention of “Business Manager” at the address shown in Paragraph 14.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 15.01 SB shall keep, keep and shall require its Affiliates AFFILIATES and any third party manufacturers sublicensees and third parties making sales on its behalf distributors to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities sales of Licensed Compounds and Licensed Products manufactured or sold PRODUCT and/or COMBINATION under the licenses granted by this Agreement, together with that information contemplated by Section 9.2. The Licensor herein CPG shall have the right (and the Licensee shall procure such right), at its CPG’s expense, through a certified public accountant or like person appointed by itreasonably acceptable to SB, to examine such the records of SB and its AFFILIATES during regular business hours during the term life of this Agreement and for six months three (3) years after its termination or expirytermination; provided, however, that such examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two three (3) calendar years and provided further that such accountant or like person shall report to Licensor CPG only as to: (a) to the accuracy of the manufacturing royalty statements and payments. In the event that any such inspection shows an underreporting or underpayment in excess of [***] percent ([**]%) for any twelve (12) month period, then SB shall pay the costs of such examination and in any event shall pay any additional sum shown to be due to CPG. 15.02 Within sixty (60) days after the close of each calendar quarter, SB shall deliver to CPG a true accounting of all PRODUCTS and/or COMBINATION sold by SB, its AFFILIATES, sublicensees and distributors during such quarterly period and shall at the same time pay all royalties due. Such accounting shall show sales statements on a country-by-country and product-by-product basis and other items as agreed by both parties prior to the commencement of the Licensee (and sales of PRODUCT and/or COMBINATION. SB shall propose its Affiliates and standard - royalty report to CPG for its third party manufacturers contemplated review. 15.03 Any tax paid or required to be withheld by this Agreement) in relation SB on account of royalties payable to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to CPG under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send to CPG proof of any such taxes withheld and paid by reference SB for the benefit of CPG. 15.04 All royalties due under this Agreement shall be payable in the United States in US dollars. If governmental regulations prevent remittances from a foreign country with respect to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made in that country, SB shall notify CPG and sales forecasted by CPG shall have the Licensee; (c) verification right, upon giving written notice to SB, to receive payment in that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made country in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee local currency in accordance with this AgreementCPG’s instructions. 9.2 Within 10 Business Days following 15.05 Monetary conversions from the end currency of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (foreign country in terms of smallest units and patient packs for each formulation) which PRODUCT and/or COMBINATION is sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports into US dollars shall be treated made at the exchange rate in force on the last business day of the period for which the royalties are being paid as Confidential Informationpublished by The Wall Street Journal, providedBrussels, howeverBelgium, that such information may be shared with AbbVie or on another basis mutually agreed to by both parties in writing. 15.06 Any payment which is more thirty (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor30) days late shall bear interest at the rate of [******] percent ([***]%) per month, compounded monthly, from the due date.

STATEMENTS AND REMITTANCES. 9.1 10.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.210.2. The Licensor shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 10.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit ED, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee Vanda shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf Sublicensees to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities Net Sales of Licensed Compounds and Licensed Products manufactured or sold the Product under the licenses sublicenses granted by this Agreement, together with that information contemplated by Section 9.2herein. The Licensor HMRI and Novartis shall have the right (and the Licensee shall procure such right), at its their expense, through a certified public accountant or like independent person appointed by itreasonably acceptable to Vanda, and following reasonable notice, to examine such records under conditions of confidentiality during regular business hours during the term period of this Agreement time during which royalties are due and payable hereunder and for six months after its termination or expiry[*] thereafter; provided, however, that such examination shall not take place more often than twice in any calendar year [*] and shall not cover such records for more than the preceding two calendar years [*]; and provided further further, that such accountant or like person shall report to Licensor Novartis only as to: (a) to the accuracy of the manufacturing Net Sales computation and royalty statements and payments. It is agreed that if this Sublicense Agreement is terminated with respect to a particular country(ies), then Novartis' examination rights shall continue with respect to sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this AgreementProduct in such country(ies) only for a period of [*] after the termination of sublicense rights in relation that country. Copies of all such accountant's reports shall be supplied to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementVanda. 9.2 Within 10 Business Days following [*] after the end close of each Agreement Quarter[*], the Licensee Vanda shall deliver to Licensor Novartis a statement true accounting of all Product sold by Vanda, its Affiliates and Sublicensees during such [*] and shall at the same time pay all earned royalties due. Such accounting shall show Net Sales of Product on a country-by-country and product-by-product basis and such other particulars as are reasonably necessary for all Licensed Products (in terms accounting of smallest units and patient packs for each formulation) sold the royalties payable hereunder. 9.3 Any tax paid or supplied required to be withheld by the Licensee in the Territory Vanda on account of royalties payable by Vanda under this Sublicense Agreement during such Agreement Quarter shall be indicated on the accounting described in the Reporting Template as set forth in Exhibit E, as well as Section 9.2 hereof and deducted from the amount of Licensed Compound manufactured royalties otherwise due. Vanda shall secure and send to Novartis or HMRI, as the case may be, proof of any such taxes withheld and paid by Vanda. Any [*] by Vanda or a Sublicensee shall be for the account of and paid by Vanda. ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 9.4 Unless otherwise indicated herein, and subject to foreign exchange regulations then prevailing, to the extent free conversion from local currency to United States dollars is permitted, all payments and royalties payable under this Sublicense Agreement shall be paid in cash in U.S. dollars by wire transfer in accordance with Section 3.2 hereof. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of Vanda to pay royalties on sales in that country shall be suspended until such remittances are possible, but such royalties shall accrue as accounts payable by Vanda to Novartis or HMRI, as the case may be. Novartis or HMRI, as the case may be, shall have the right, upon giving written notice to Vanda, to receive payment in that country in local currency. 9.5 Royalty payments and Net Sales shall be calculated on the basis of Vanda's quarterly standard account of internal sales which represents the conversion of all local currency sales for a calendar quarter into Swiss francs at the average exchange rate: (as routinely derived via Vanda's standard methodology) for such calendar quarter in which the sales are recorded. The exchange rate between the Swiss franc and the U.S. dollar for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports royalty payments to Novartis or HMRI (as the case may be) shall be treated the exchange rates published in the Foreign Exchange column of The Wall Street Journal, New York edition, or other qualified source mutually acceptable to the parties on the last business day of the calendar quarter for which the royalties are being paid. Notwithstanding the foregoing, if there is a difference between any amount that Vanda pays to Novartis or HMRI (as Confidential Informationthe case may be) under Sections 3.3, provided3.4 or 3.5, howeverand the amount that Novartis is required to pay to Titan under the Titan Agreement (which difference arises as a result of using the method for calculating royalties that are due and payable under this Section 9.5, that and the method for calculating such information royalties under Section 9.5 of the Titan Agreement), the shortfall or excess (as the case may be) in royalty payments made by Vanda under this Section 9.5 shall be shared with AbbVie paid by Vanda to HMRI or Novartis (with AbbVie treating such reports as Confidential Information); the case may be) in the case of a shortfall, and that aggregated data may be publicly disclosed by LicensorNovartis to Vanda in the case of an excess payment by Vanda to Novartis under Section 3.3 or 3.5.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 7.1. LICENSEE shall keep, keep and shall require its Affiliates maintain complete books and any third party manufacturers and third parties making sales on its behalf to keep, complete and records containing an accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) accounting in sufficient detail of all quantities data required to enable verification of Licensed Compounds earned royalties and Licensed Products manufactured or sold under other payments due hereunder. 7.2. Within sixty (60) days after the licenses granted end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES by this AgreementLICENSEE and by its SUBLICENSEES on account for such quarter, together with that information contemplated which statement shall be accompanied by Section 9.2the payment due to TEMPLE pursuant to Paragraph 5.1 on account of NET SALES for such quarter. Payments due to TEMPLE pursuant to Paragraph 5.3 on account of consideration received by LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end of such calendar quarter. Milestone payments due to TEMPLE pursuant to Paragraph 5.4 upon achieving the therein listed milestones shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end calendar quarter in which the milestone has been achieved. 7.3. The Licensor financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to retain, at its own expense, through a an independent certified public accountant or like person appointed by itof its own selection to whom LICENSEE shall make no unreasonable objection, to examine such the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT or use or sublicense of LICENSED PROCESS for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the Licensee accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE’s expense, TEMPLE’s accountant’s findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than [***] of the royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the cost of the examination by this Agreement) in relation to TEMPLE’s accountant that disclosed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 7.4. All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may made in United States dollars and shall be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed sent by LicensorLICENSEE to TEMPLE to the attention of “Business Manager” at the address shown in Paragraph 15.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee NOVARTIS shall keep, and shall require its Affiliates AFFILIATES and any third party manufacturers and third parties making sales on its behalf SUBLICENSEES to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities NET SALES of Licensed Compounds and Licensed Products manufactured or sold PRODUCT under the licenses sublicenses granted by this Agreement, together with that information contemplated by Section 9.2herein. The Licensor HMRI and TITAN shall have the right (and the Licensee shall procure such right), at its their expense, through a certified public accountant or like independent person appointed by itreasonably acceptable to NOVARTIS , and following reasonable notice, to examine such records under conditions of confidentiality during regular business hours during the term period of this Agreement time during which royalties are due and payable hereunder and for six months after its termination or expirytwo (2) years thereafter; provided, however, that such examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years (2) years; and provided further further, that such accountant or like person shall report to Licensor HMRI and TITAN only as to: (a) to the accuracy of the manufacturing NET SALES computation and royalty statements and payments. It is agreed that if this Sublicense Agreement is terminated with respect to a particular country(ies), then HMRI's and TITAN's examination rights shall continue with respect to sales statements of PRODUCT in such country(ies) only for a period of two (2) years after the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) termination of sublicense rights in relation that country. Copies of all such accountant's reports shall be supplied to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementNOVARTIS . 9.2 Within 10 Business Days following forty-five (45) days after the end close of each Agreement Quartercalendar quarter, the Licensee NOVARTIS shall deliver to Licensor TITAN a statement true accounting of all PRODUCT sold by NOVARTIS , its AFFILIATES and SUBLICENSEES during such quarter and shall at the same time pay all earned royalties due. Such accounting shall show NET SALES of PRODUCT on a country-by-country and product-by-product basis and such other particulars as are reasonably necessary for all Licensed Products (in terms accounting of smallest units and patient packs for each formulation) sold the royalties payable hereunder. 9.3 Any tax paid or supplied required to be withheld by the Licensee in the Territory NOVARTIS on account of royalties payable by NOVARTIS under this Sublicense Agreement during such Agreement Quarter shall be indicated on the accounting described in the Reporting Template as set forth in Exhibit E, as well as Section 9.2 hereof and deducted from the amount of Licensed Compound manufactured royalties otherwise due. NOVARTIS shall secure and send to TITAN or HMRI, as the case may be, proof of any such taxes withheld and paid by NOVARTIS. Any withholding or other tax arising on or following permitted assignment of this Sublicense Agreement by NOVARTIS or a SUBLICENSEE shall be for the account of and paid by NOVARTIS . 9.4 Unless otherwise indicated herein, and subject to foreign exchange regulations then prevailing, to the extent free conversion from local currency to United States dollars is permitted, all payments and royalties payable under this Sublicense Agreement shall be paid in cash in U.S. dollars by wire transfer in accordance with Section 3.2 hereof. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of NOVARTIS to pay royalties on sales in that country shall be suspended until such remittances are possible, but such royalties shall accrue as an accounts payable by NOVARTIS to TITAN or HMRI, as the case may be. TITAN or HMRI, as the case may be, shall have the right, upon giving written notice to NOVARTIS, to receive payment in that country in local currency. 9.5 Royalty payments and NET SALES shall be calculated on the basis of NOVARTIS' quarterly standard account of internal sales which represents the conversion of all local currency sales for a calendar quarter into Swiss francs at the average exchange rate (as routinely derived via NOVARTIS' standard methodology) for such calendar quarter in which the sales are recorded. The exchange rate between the Swiss franc and the U.S. dollar for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports royalty payments to TITAN or HMRI (as the case may be) shall be treated the exchange rates published in the Foreign Exchange column of The Wall Street Journal, New York edition, or other qualified source mutually acceptable to the parties on the last business day of the calendar quarter for which the royalties are being paid. Notwithstanding the foregoing, if there is a difference between any amount that NOVARTIS pays to TITAN or HMRI (as Confidential Informationthe case may be) under Sections 3.3, provided3.4 or 3.5, howeverand the amount that TITAN is required to pay to HMRI under the License Agreement (which difference arises as a result of using the method for calculating royalties that are due and payable under this Section 9.5, that and the method for calculating such information royalties under Section 9.5 of the License Agreement), the shortfall or excess (as the case may be) in royalty payments made by NOVARTIS under this Section 9.5 shall be shared with AbbVie paid by NOVARTIS to HMRI or TITAN (with AbbVie treating such reports as Confidential Information); the case may be) in the case of a shortfall, and that aggregated data may be publicly disclosed by LicensorTITAN to NOVARTIS in the case of an excess payment by NOVARTIS to TITAN under Section 3.3 or 3.5.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1 COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate adequate records for the previous two years (or for the period from the Effective Date relating to the then current date manufacture and SALE of LICENSED PRODUCT. 5.2 Within sixty (60) days after the close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of NET SALES by COMPANY and by its sublicensees on account for such quarter, which statement shall be accompanied by the payment clue to TEMPLE pursuant to paragraph 4.1 on account of NET SALES for such quarter. 5.3 COMPANY shall use commercially reasonable efforts to obtain from each of its sublicensees verified, and if available audited, financial statements setting forth the amount of sales of LICENSED PRODUCT by each such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2sublicensee ("Sublicensee Reports"). The Licensor financial statements of COMPANY and the Sublicensee Reports will be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall make no unreasonable objection, to examine such the Sublicensee Reports and the books and records of COMPANY relating to sales of LICENSED PRODUCT by COMPANY for the purpose of verifying the amount of royalty payments due. Such examination of the Sublicensee Reports and the books and records of COMPANY shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If the discrepancy relates to information contained in a Sublicensee Report, COMPANY shall use commercially reasonable efforts to arrange for an audit of the Licensee subject sublicensee by TEMPLE. If COMPANY is not in agreement with the findings of the qualified accountant selected by TEMPLE, then COMPANY shall so notify TEMPLE in writing within thirty (and its Affiliates and its third party manufacturers contemplated 30) days of receipt by this Agreement) in relation to such manufacture and sales COMPANY of said findings (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territorycase of an audit of a sublicensee, except within thirty (30) days of receipt by COMPANY of the findings regarding the audit of the sublicensee), in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at COMPANY's expense, TEMPLE's accountant's findings, and the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies cost of Licensed Compounds and Licensed Products made the examination by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementTEMPLE's accountant which disclosed such underpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 5.4 All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by COMPANY to TEMPLE to the attention of "Business Manager" at the address shown in Paragraph 13.5. However, TEMPLE shall have the right, upon giving written notice to COMPANY, to receive royalty payments within a particular country in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed local currency if permitted by Licensorlaw.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 10.01 GSK shall keep, keep and shall require its Affiliates AFFILIATES and any third party manufacturers and third parties making sales on its behalf distributors to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities sales of Licensed Compounds and Licensed Products manufactured or sold PRODUCT and/or COMBINATION under the licenses granted by this Agreement, together with that information contemplated by Section 9.2herein. The Licensor XXXXX shall have the right (and the Licensee shall procure such right), at its XXXXX’x expense, through a certified public accountant or like person appointed by itreasonably acceptable to GSK, to examine such the records of GSK and its AFFILIATES during regular business hours during the term life of this Agreement and for six months three (3) years after its termination or expirytermination; provided, however, that such examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two three (3) calendar years and provided further that such accountant or like person shall report to Licensor XXXXX only as to: (a) to the accuracy of the manufacturing royalty statements and payments. In the event that any such inspection shows an underreporting or underpayment in excess of [*****] percent ([*]%) for any twelve (12) month period, then GSK shall pay the costs of such examination and in any event shall pay any additional sum shown to be due to XXXXX. 10.02 Within sixty (60) days after the close of each calendar quarter, GSK shall deliver to XXXXX a true accounting of all PRODUCTS and/or COMBINATION sold by GSK, its AFFILIATES, and distributors during such quarterly period and shall at the same time pay all royalties due. Such accounting shall show sales statements on a country-by-country and product-by-product basis and other items as agreed by both parties prior to the commencement of sales of PRODUCT and/or COMBINATION. GSK shall propose its standard royalty report to XXXXX for its review. 10.03 Any tax, duty or other levy paid or required to be withheld by GSK on account of payments payable to XXXXX under this AGREEMENT shall be deducted from the Licensee (amount of payments otherwise due. GSK shall secure and its Affiliates send to XXXXX proof of any such taxes, duties or other levies withheld and its third party manufacturers contemplated paid by this Agreement) GSK for the benefit of XXXXX, and shall cooperate with XXXXX in relation seeking relief from any such taxes or other levies to such manufacture the extent legally permissible and saleswithout prejudice to GSK. (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to 10.04 All royalties due under this Agreement by reference shall be payable in the United States in US dollars. If governmental regulations prevent remittances from a foreign country with respect to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made in that country, GSK shall notify XXXXX and sales forecasted by XXXXX shall have the Licensee; (c) verification right, upon giving written notice to GSK, to receive payment in that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made country in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee local currency in accordance with this AgreementXXXXX’x instructions. 9.2 Within 10 Business Days following 10.05 Monetary conversions from the end currency of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (foreign country in terms of smallest units and patient packs for each formulation) which PRODUCT and/or COMBINATION is sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports into US dollars shall be treated made at the exchange rate in force on the last business day of the period for which the royalties are being paid as Confidential Informationpublished by The Wall Street Journal, providedBrussels, howeverBelgium, that such information may be shared with AbbVie or on another basis mutually agreed to by both parties in writing. 10.06 Any payment which is more than thirty (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor30) days late shall bear interest at the rate of [******] percent ([***]%) per month, compounded monthly, from the due date.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1 COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate adequate records for the previous two years (or for the period from the Effective Date relating to the then current date if manufacture and SALE of LICENSED PRODUCT. 5.2 Within sixty (60) days after the close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of NET SALES by COMPANY and by its sublicensees on account for such period is less than two years) quarter, which statement shall be accompanied by the payment due to TEMPLE pursuant to paragraph 4.1 on account of all quantities NET SALES for such quarter. 5.3 The financial statements of Licensed Compounds COMPANY and Licensed Products manufactured or sold under the licenses granted of its sublicensees will be audited annually by this Agreement, together with that information contemplated by Section 9.2an independent certified public accountant. The Licensor TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall make no unreasonable objection, to examine such the books and records of COMPANY and its sublicensees relating to sales of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of COMPANY and its sublicensees shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If COMPANY is not in agreement with the findings of the Licensee (qualified accountant selected by *Certain information on this page has been omitted and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) filed separately with the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have Commission. Confidential treatment has been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made requested with respect to the Licensee omitted portions. TEMPLE, then COMPANY shall so notify TEMPLE in accordance with this Agreementwriting within thirty (30) days of receipt by COMPANY of said findings, in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at COMPANY's expense, TEMPLE's accountant's findings, and the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for the cost of the examination by TEMPLE's accountant which disclosed such underpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 5.4 All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by COMPANY to TEMPLE to the attention of "Business Manager" at the address shown in Paragraph 13.5. However, TEMPLE shall have the right, upon giving written notice to COMPANY, to receive royalty payments within a particular country in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed local currency if permitted by Licensorlaw.

STATEMENTS AND REMITTANCES. 9.1 ‌ 11.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party Third Party manufacturers and third parties Third Parties making sales on its behalf behalf, to keep, complete and accurate records for the previous two a period of five (5) years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds Raw Materials and Licensed Products manufactured or manufactured, sold and/or supplied under the licenses licences granted by this Agreement, together with that information contemplated by Section 9.2Clauses 11.2 and 11.3 and such information of the type and in sufficient detail to determine the calculation of royalties payable under this Agreement. The Licensor and ViiV shall each have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall be at the expense of the person exercising such right (save where such examination reveals a breach of this Agreement by the Licensee, in which case the Licensee shall pay for all costs incurred by ViiV and/or the Licensor in carrying out the examination), not take place more often than twice in any calendar year Calendar Year and shall not cover such records for more than the preceding two calendar years Calendar Years and provided further that such accountant or like person shall report to Licensor ViiV only as to: (a) the accuracy of the manufacturing manufacturing, sales and sales royalty statements of the Licensee (and and/or its Affiliates and and/or its third party Third Party manufacturers contemplated by this Agreement) in relation to such manufacture and sales; (b) the appropriateness of quantities of Licensed Compounds Raw Materials and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds Raw Materials and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by the Licensee have been made (i) in the Territory, except for Licensed Compounds Products and Licensed Products Raw Materials made outside the Territory as expressly provided for in this Agreement;Agreement and (ii) otherwise in accordance with Clause 8; and (d) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 11.2 Within 10 ten (10) Business Days following the end of each Agreement QuarterCalendar Month, the Licensee shall deliver to provide the Licensor with a statement accounting for written report of all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee under this Agreement during such Calendar Month. Such report shall be made in accordance with the Territory Reporting Guidance issued by the Licensor and show the smallest unit, pack size, gross sales and Net Sales Value in US Dollars on a Product-by-Product, country- by-country and purchaser-by-purchaser basis. Such report shall also include copies of the relevant Public Market procurement documentation in relation to which Approved Public Market Procurement the relevant Products were supplied. 11.3 Within ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall provide the Licensor with a written quarterly aggregated sales report covering all Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee under this Agreement during such Agreement Quarter (each a “Quarterly Aggregated Sales Report”). Each Quarterly Aggregated Sales Report shall be made in accordance with the Reporting Template as set forth in Exhibit EGuidance issued by the Licensor and show the smallest unit and pack size on a Product-by-Product, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly country-by-country and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensorpurchaser-by-purchaser basis.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 9.01 GSK shall keep, keep and shall require its Affiliates AFFILIATES and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities sales of Licensed Compounds and Licensed Products manufactured or sold LICENSED PRODUCT under the licenses granted by this Agreement, together with that information contemplated by Section 9.2herein. The Licensor PACIFIC shall have the right (and the Licensee shall procure such right), at its PACIFIC's expense, through a an independent certified public accountant or like person appointed by itreasonably acceptable to GSK, to examine such records during regular business hours during the term life of this Agreement AGREEMENT and for six (6) months after its termination or expirytermination; provided, however, that such examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar (2) years and provided further that such accountant or like person shall report to Licensor PACIFIC only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementpayments. 9.2 9.02 Within 10 Business Days following forty five (45) days after the end of each Agreement Quartercalendar quarter, GSK shall provide a true accounting of all LICENSED PRODUCT sold by GSK, its AFFILIATES and its sublicensees during such quarter. Such accounting shall show sales on a country-by-country basis. Simultaneously with the Licensee submission of the accounting, GSK shall deliver pay to Licensor PACIFIC all the royalties due to PACIFIC hereunder, and shall submit to PACIFIC, together with each such royalty payment, a written royalty statement accounting for all Licensed Products (describing the calculation of royalties and applicable exchange rates. 9.03 All royalties due under this AGREEMENT shall be payable in terms US dollars. With regard to sales made by a sublicensee of smallest units and patient packs for each formulation) sold or supplied by the Licensee GSK only, in the Territory event 9.04 Any tax, duty or other levy paid or required to be withheld by GSK on account of royalties payable to PACIFIC under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as AGREEMENT shall be deducted from the amount of Licensed Compound manufactured under this Agreement royalties otherwise due. GSK shall secure and send to PACIFIC proof of any such taxes, duties or other levies withheld and paid by GSK or its sublicensees for the purpose benefit of making Licensed Products. Licensor agrees that information contained PACIFIC. 9.05 Monetary conversion from the currency of a foreign country, in which LICENSED PRODUCT is sold, into U.S. Dollars shall be calculated at the actual average rates of exchange for the pertinent calendar quarter as used by GSK in producing its quarterly and other such reports shall be treated annual accounts, as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed confirmed by LicensorGSK's auditors.

STATEMENTS AND REMITTANCES. 9.1 10.1 At all times the Licensee shall shall, to the extent permitted by law, keep, and shall require its Affiliates and any third party Third-Party manufacturers and third parties Third-Parties making sales on its behalf behalf, to keep, keep complete and accurate records for the previous two at least seven (7) years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of the Licensed Compounds and Licensed Products Product manufactured or and/or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.210.2. The Licensor and Ferring shall each have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term Term of this Agreement and for six months one (1) year after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two (2) calendar years and provided further that such accountant or like person shall report to Licensor Ferring only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and and/or its Affiliates and and/or its third party Third-Party manufacturers contemplated by this Agreement) in relation to such manufacture and sales; (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported Product imported, exported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products Product would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products Product made by the Licensee have been made in the Territory, except for Licensed Compounds Territory and Licensed Products made outside the Territory as expressly provided for otherwise in this Agreement;accordance with Section 7; and (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products Product made by Third Third-Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 10.2 Within 10 ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall deliver to provide the Licensor with a statement accounting for quarterly written report of all Licensed Products Product (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter Quarter. Such accounting shall be made in accordance with the Reporting Template as set forth Guidance issued by the Licensor and show smallest unit, pack size, gross sales and Net Sales Value in Exhibit EUS Dollars on a Product-by-Product, as well as country-by-country, month-by-month and purchaser- by-purchaser basis. Such a statement shall include copies of the amount of relevant Public Sector procurement documentation in relation to which Approved Public Market Procurement the relevant Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by LicensorProduct were supplied.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1 COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate adequate records for the previous two years (or for the period from the Effective Date relating to the then current date manufacture and SALE of LICENSED PRODUCT. 5.2 Within sixty (60) days after the close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of NET SALES by COMPANY and by its sublicensees on account for such quarter, which statement shall be accompanied by the payment due to TEMPLE pursuant to paragraph 4.1 on account of NET SALES for such quarter. 5.3 COMPANY shall use commercially reasonable efforts to obtain from each of its sublicensees verified, and if available audited, financial statements setting forth the amount of sales of LICENSED PRODUCT by each such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2sublicensee ("Sublicensee Reports"). The Licensor financial statements of COMPANY and the Sublicensee Reports will be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall make no unreasonable objection, to examine such the Sublicensee Reports and the books and records of COMPANY relating to sales of LICENSED PRODUCT by COMPANY for the purpose of verifying the amount of royalty payments due. Such examination of the Sublicensee Reports and the books and records of COMPANY shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If the discrepancy relates to information contained in a Sublicensee Report, COMPANY shall use commercially reasonable efforts to arrange for an audit of the Licensee subject sublicensee by TEMPLE. If COMPANY is not in agreement with the findings of the qualified accountant selected by TEMPLE, then COMPANY shall so notify TEMPLE in writing within thirty (and its Affiliates and its third party manufacturers contemplated 30) days of receipt by this Agreement) in relation to such manufacture and sales COMPANY of said findings (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territorycase of an audit of a sublicensee, except within thirty (30) days of receipt by COMPANY of the findings regarding the audit of the sublicensee), in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at COMPANY's expense, TEMPLE's accountant's findings, and the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies cost of Licensed Compounds and Licensed Products made the examination by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementTEMPLE's accountant which disclosed such underpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 5.4 All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by COMPANY to TEMPLE to the attention of "Business Manager" at the address shown in Paragraph 13.5. However, TEMPLE shall have the right, upon giving written notice to COMPANY, to receive royalty payments within a particular country in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed local currency if permitted by Licensorlaw.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 12.1 SP shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf licensees to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities NET SALES of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2SP PRODUCT for which royalties are due hereunder. The Licensor HGS shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by itreasonably acceptable to SP, to examine such pertinent financial records during regular business hours upon proper advance written notice during the term life of this Agreement and for six (6) months after its termination or expiryfor the purpose of verifying and reporting to HGS as to the computation of the royalty payments made hereunder; provided, however, that such examination shall not take place more often than twice in any calendar once a year and not later than forty-five (45) days after written request is made; provided further that such accountant shall not cover report only as to the accuracy of the royalty statements and payments, including the magnitude and source of any discrepancy. Neither SP nor its licensees shall be required to maintain such records for more than three (3) years. The accountant shall execute customary confidentiality agreements prior to any examination, reasonably satisfactory in form 56 12.2 Within sixty (60) days after the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 Within 10 Business Days following the end close of each Agreement Quartercalendar quarter, the Licensee SP shall deliver to Licensor HGS a statement true accounting for of all Licensed Products (in terms of smallest units SP PRODUCT subject to royalty hereunder sold by it and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement its licensees and distributors during such Agreement Quarter calendar quarter and shall at the same time pay all royalties due. In the event that the royalty rate changes in a calendar quarter with respect to an SP PRODUCT as a result of the Reporting Template NET SALES of such SP PRODUCT for such calendar year reaching a level at which there is a change in royalty rate as set forth provided in Exhibit EParagraph 3.2 ("New Royalty Rate") then the royalties which are paid by SP for such calendar quarter and the subsequent calendar quarters for such calendar year (until the royalty rate is again changed) shall be determined and paid based on the New Royalty Rate, as well as and in addition, the amount of Licensed Compound manufactured under this Agreement royalties for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other previous calendar quarters for such reports calendar year for such SP PRODUCT shall be treated as Confidential Informationrecomputed at the New Royalty Rate, providedand the payment for the calendar quarter in which there is a New Royalty Rate shall be adjusted for the difference between the royalties paid for such SP PRODUCT for the previous calendar quarters for such calendar year and the royalties for such previous calendar quarters for such calendar year calculated by use of the New Royalty Rate. Such accounting shall show sales, howevereach calculation of NET SALES and the calculation of currency conversion on a country-by-country basis and SP-PRODUCT-by-SP-PRODUCT basis, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensorrecalculation of royalties based on a New Royalty Rate, if applicable.

STATEMENTS AND REMITTANCES. 9.1 10.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.210.2. The Licensor shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and salessales‌ (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement.Agreement.‌‌ 9.2 10.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit ED, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee VGI shall keep, keep and shall require its Affiliates AFFILIATES and any third party manufacturers and third parties making sales on its behalf (sub)licensees to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities sales and calculations for NET SALES of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2LICENSED PRODUCTS. The Licensor Each party shall have the right (and the Licensee shall procure such right), at its expense, through a an independent certified public accountant or like person appointed by itaccounting firm of nationally recognized standing reasonably acceptable to the other party, to examine such pertinent financial records during regular business hours upon advance written notice during the term life of this Agreement and for six months *** after its termination or expiryfor the purpose of verifying and reporting to VICAL as to the computation of the payments made hereunder during the preceding *** prior to the date of such examination; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and once a year; provided further that such accountant or like person shall report to Licensor only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments, including the magnitude and source of the Licensee any discrepancy. VGI, its AFFILIATES and (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably sub)licensees shall be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all maintain such sales and other supplies royalty calculation records for ***. The accountant shall execute customary confidentiality agreements prior to any examination, reasonably satisfactory in form and substance to both parties, to maintain in confidence all information obtained during the course of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territoryany such examination, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made disclosure to the Licensee in accordance with this Agreementparties, as necessary for the above purpose. 9.2 Within 10 Business Days following sixty (60) days after the close of each calendar quarter, VGI shall deliver to VICAL a true accounting of amounts owing hereunder sold by it and its licensees and distributors during such calendar quarter and shall at the same time pay all amounts due. 9.3 All royalties and other payments due under this Agreement shall be payable in U.S. dollars. 9.4 Royalties payable on sales in countries other than the United States shall be calculated by multiplying the appropriate royalty rate times the sales in each currency in which they are made and converting the resulting amount into United States dollars, at the rates of exchange as reported in THE WALL STREET JOURNAL as published under the caption "Currency Trading"), on the last business day in New York, New York of each royalty period. If THE WALL STREET JOURNAL ceases to be published, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as all parties reasonably agree. Such payments shall be without deduction of exchange, collection, or other charges. If, due to restrictions or prohibitions imposed ____________ *** Confidential material redacted and separately filed with the Commission. by a national or international authority, payments cannot be made as aforesaid, the parties shall consult with a view to finding a prompt and acceptable solution, and the parties will deal with such monies as the other party may lawfully direct at no additional out-of-pocket expense to the party owed the royalty. Notwithstanding the foregoing, if royalties cannot be remitted for any reason within six (6) months after the end of each Agreement Quarterthe calendar quarter during which they are earned, then the Licensee party owing the royalty shall deliver be obligated to Licensor deposit the royalties in a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee bank account in the Territory country of sale in the name of the other party. Each party shall deduct any taxes which the party is obligated to pay and/or withhold in a country based on royalties due to the other based on sales in such country from royalty payments due for such country under this Agreement during and pay them to the proper authorities as required by applicable laws. Each party shall maintain official receipts of payment of any such Agreement Quarter in taxes and forward these receipts to the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie within sixty (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor60) days.

STATEMENTS AND REMITTANCES. 9.1 10.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party Third Party manufacturers and third parties Third Parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds Raw Materials and Licensed Products manufactured or and/or sold under the licenses licences granted by this Agreement, together with that information contemplated by Section 9.2Clause 10.2. The Licensor and ViiV shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor ViiV only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and and/or its Affiliates and and/or its third party Third Party manufacturers contemplated by this Agreement) in relation to such manufacture and sales; (b) the appropriateness of quantities of Licensed Compounds Raw Materials and Licensed Products imported or manufactured pursuant to under this Agreement by reference to what quantities of Licensed Compounds Raw Materials and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee;; and (c) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by the Licensee have been made (i) in the Territory, except for Licensed Compounds Products and Licensed Products Raw Materials made outside the Territory as expressly provided for in this Agreement;Agreement and (ii) otherwise in accordance with Clause 7; and (d) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 10.2 Within 10 Business Days following 45 days after the end close of each Agreement Quarter, the Licensee shall deliver to such persons as the Licensor and ViiV (respectively) may nominate a statement accounting for all Licensed Products (in terms volumes of smallest units tablets and patient packs for each formulation, including syrups) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit EQuarter. Such accounting (if applicable) shall show units and value sales on a Product-by-Product, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly country-by-country and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensorpurchaser-by-purchaser basis.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 7.1. LICENSEE shall keep, keep and shall require its Affiliates maintain complete books and any third party manufacturers and third parties making sales on its behalf to keep, complete and records containing an accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) accounting in sufficient detail of all quantities data required to enable verification of Licensed Compounds earned royalties and Licensed Products manufactured or sold under other payments due hereunder. Temple University Exclusive License to STWA 7.2. Within thirty (30) days after the licenses granted end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES for such quarter, which statement shall be accompanied by this Agreement, together with that information contemplated the payment due to TEMPLE pursuant to Article 5.1 on account of such NET SALES. Payments due to TEMPLE pursuant to Article 5.4 on account of consideration received by Section 9.2LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within thirty (30) days of the end of such calendar quarter. 7.3. The Licensor financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public accountant or like person appointed by itof its own selection to whom LICENSEE shall make no unreasonable objection, to examine such the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the Licensee accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE's expense, TEMPLE's accountant's findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than a five percent (5%) variance from the amount of royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the full cost of the examination by this Agreement) in relation to TEMPLE's accountant that revealed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 7.4. All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by LICENSEE to TEMPLE to the attention of "Business Manager" at the address shown in Article 15.7. Wire Transfers shall be made to PNC Bank, Temple University account number 8614970817, SWIFT TB) XXXXXX00, and must contain the following in the Reporting Template reference field: Office of Technology Development & Commercialization, Cases C513RT. If LICENSEE receives NET SALES in currency other than United States dollars, royalty payments due to TEMPLE on account of such NET SALES shall be converted into United States dollars at the conversion rate for the foreign currency as set forth published in Exhibit Ethe eastern edition of The Wall Street Journal as of the last business day of the applicable calendar quarter. However, as well as TEMPLE shall have the right, upon giving written notice to LICENSEE, to receive royalty payments on account of NET SALES within a particular country in the local currency if permitted by law. Temple University Exclusive License to STWA 7.5. If LICENSEE fails to make any payment due to TEMPLE within the time prescribed by the terms of this Agreement, a penalty equal to one percent (1%) of the amount due and unpaid on the first day of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports each calendar month shall be treated as Confidential Informationadded to the amount due. However, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed the provisions of this Article 7.5 shall not apply to any underpayment of royalties which is uncovered by Licensoraudit of the books of LICENSEE or of its SUBLICENSEES pursuant to Article 7.3.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2. The Licensor shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 Within 10 Business Days following the end of each Agreement QuarterQua1ier, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms tenns of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Repo1iing Template as set forth fotih in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly quaiierly and other such reports repo1is shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 6.1. LICENSEE shall keep, keep and shall require its Affiliates maintain complete books and any third party manufacturers and third parties making sales on its behalf to keep, complete and records containing an accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) accounting in sufficient detail of all quantities data required to enable verification of Licensed Compounds earned royalties and Licensed Products manufactured or sold under other payments due hereunder. 6.2. Within sixty (60) days after the licenses granted end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES by this AgreementLICENSEE and by its SUBLICENSEES on account for such quarter, together with that information contemplated which statement shall be accompanied by Section 9.2the payment due to TEMPLE pursuant to Paragraph 4.1 on account of NET SALES for such quarter. Payments due to TEMPLE pursuant to Paragraph 4.4 on account of consideration received by LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end of such calendar quarter. 6.3. The Licensor financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public accountant or like person appointed by itof its own selection to whom LICENSEE shall make no unreasonable objection, to examine such the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the Licensee accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE's expense, TEMPLE's accountant's findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the cost of the examination by this Agreement) in relation to TEMPLE's accountant that disclosed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 6.4. All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may made in United States dollars and shall be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed sent by LicensorLICENSEE to TEMPLE to the attention of "Business Manager" at the address shown in Paragraph 14.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2. The Licensor shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this Agreement) in relation to such manufacture and salessales‌ (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement.Agreement.‌ 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter in the Reporting Template as set forth in Exhibit EC, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensor.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee Vanda shall keep, and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf Sublicensees to keep, keep complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities Net Sales of Licensed Compounds and Licensed Products manufactured or sold the Product under the licenses sublicenses granted by this Agreement, together with that information contemplated by Section 9.2herein. The Licensor HMRI and Novartis shall have the right (and the Licensee shall procure such right), at its their expense, through a certified public accountant or like independent person appointed by itreasonably acceptable to Vanda, and following reasonable notice, to examine such records under conditions of confidentiality during regular business hours during the term period of this Agreement time during which royalties are due and payable hereunder and for six months after its termination or expiry[*] thereafter; provided, however, that such examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years [*]; and provided further further, that such accountant or like person shall report to Licensor Novartis only as to: (a) to the accuracy of the manufacturing Net Sales computation and royalty statements and payments. It is agreed that if this Sublicense Agreement is terminated with respect to a particular country(ies), then Novartis' examination rights shall continue with respect to sales statements of the Licensee (and its Affiliates and its third party manufacturers contemplated by this AgreementProduct in such country(ies) only for a period of [*] after the termination of sublicense rights in relation that country. Copies of all such accountant's reports shall be supplied to such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementVanda. 9.2 Within 10 Business Days following forty-five (45) days after the end close of each Agreement Quartercalendar quarter, the Licensee Vanda shall deliver to Licensor Novartis a statement true accounting of all Product sold by Vanda, its Affiliates and Sublicensees during such quarter and shall at the same time pay all earned royalties due. Such accounting shall show Net Sales of Product on a country-by-country and product-by-product basis and such other particulars as are reasonably necessary for all Licensed Products (in terms accounting of smallest units and patient packs for each formulation) sold the royalties payable hereunder. 9.3 Any tax paid or supplied required to be withheld by the Licensee in the Territory Vanda on account of royalties payable by Vanda under this Sublicense Agreement during such Agreement Quarter shall be indicated on the accounting described in the Reporting Template as set forth in Exhibit E, as well as Section 9.2 hereof and deducted from the amount of Licensed Compound manufactured royalties otherwise due. Vanda shall secure and send to Novartis or HMRI, as the case may be, proof of any such taxes withheld and paid by Vanda. Any withholding or other tax arising on or following permitted assignment of this Sublicense Agreement by Vanda or a Sublicensee shall be for the account of and paid by Vanda. 9.4 Unless otherwise indicated herein, and subject to foreign exchange regulations then prevailing, to the extent free conversion from local currency to United States dollars is permitted, all payments and royalties payable under this Sublicense Agreement shall be paid in cash in U.S. dollars by wire transfer in accordance with Section 3.2 hereof. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of Vanda to pay royalties on sales in that country shall be suspended until such remittances are possible, but such royalties shall accrue as accounts payable by Vanda to Novartis or HMRI, as the case may be. Novartis or HMRI, as the case may be, shall have the right, upon giving written notice to Vanda, to receive payment in that country in local currency. 9.5 Royalty payments and Net Sales shall be calculated on the basis of Vanda's quarterly standard account of internal sales which represents the conversion of all local currency sales for a calendar quarter into Swiss francs at the average exchange rate: (as routinely derived via Vanda's' standard methodology) for such calendar quarter in which the sales are recorded. The exchange rate between the Swiss franc and the U.S. dollar for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports royalty payments to Novartis or HMRI (as the case may be) shall be treated the exchange rates published in the Foreign Exchange column of The Wall Street Journal, New York edition, or other qualified source mutually acceptable to the parties on the last business day of the calendar quarter for which the royalties are being paid. Notwithstanding the foregoing, if there is a difference between any amount that Vanda pays to Novartis or HMRI (as Confidential Informationthe case may be) under Sections 3.3, provided3.4 or 3.5, howeverand the amount that Novartis is required to pay to Titan under the Titan Agreement (which difference arises as a result of using the method for calculating royalties that are due and payable under this Section 9.5, that and the method for calculating such information royalties under Section 9.5 of the Titan Agreement), the shortfall or excess (as the case may be) in royalty payments made by Vanda under this Section 9.5 shall be shared with AbbVie paid by Vanda to HMRI or Novartis (with AbbVie treating such reports as Confidential Information); the case may be) in the case of a shortfall, and that aggregated data may be publicly disclosed by LicensorNovartis to Vanda in the case of an excess payment by Vanda to Novartis under Section 3.3 or 3.5.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 7.1. LICENSEE shall keep, keep and shall require its Affiliates maintain complete books and any third party manufacturers and third parties making sales on its behalf to keep, complete and records containing an accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) accounting in sufficient detail of all quantities data required to enable verification of Licensed Compounds earned royalties and Licensed Products manufactured or sold under other payments due hereunder. 7.2. Within thirty (30) days after the licenses granted end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES for such quarter, which statement shall be accompanied by this Agreement, together with that information contemplated the payment due to TEMPLE pursuant to Article 5.1 on account of such NET SALES. Payments due to TEMPLE pursuant to Article 5.4 on account of consideration received by Section 9.2LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within thirty (30) days of the end of such calendar quarter. 7.3. The Licensor financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public accountant or like person appointed by itof its own selection to whom LICENSEE shall make no unreasonable objection, to examine such the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the Licensee accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE'S expense, TEMPLE'S accountant's findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than a five percent (5%) variance from the amount of royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the full cost of the examination by this Agreement) in relation to TEMPLE'S accountant that revealed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 7.4. All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by LICENSEE to TEMPLE to the attention of "Business Manager" at the address shown in Article 15.7. Wire Transfers shall be made to PNC Bank, Temple University account number 861497O817, XXXXX XXX XXXXXX00, and must contain the following in the Reporting Template reference field: Office of Technology Development & Commercialization, Cases C5O6RT & C559RT. If LICENSEE receives NET SALES in currency other than United States dollars, royalty payments due to TEMPLE on account of such NET SALES shall be converted into United States dollars at the conversion rate for the foreign currency as set forth published in Exhibit Ethe eastern edition of The Wall Street Journal as of the last business day of the applicable calendar quarter. However, as well as TEMPLE shall have the right, upon giving written notice to LICENSEE, to receive royalty payments on account of NET SALES within a particular country in the local currency if permitted by law. 7.5. If LICENSEE fails to make any payment due to TEMPLE within the time prescribed by the terms of this Agreement, a penalty equal to one percent (1%) of the amount due and unpaid on the first day of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports each calendar month shall be treated as Confidential Informationadded to the amount due. However, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed the provisions of this Article 7.5 shall not apply to any underpayment of royalties which is uncovered by Licensoraudit of the books of LICENSEE or of its SUBLICENSEES pursuant to Article 7.3.

STATEMENTS AND REMITTANCES. 9.1 11.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party Third Party manufacturers and third parties Third Parties making sales on its behalf behalf, to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds Raw Materials and Licensed Products manufactured or and/or sold under the licenses licences granted by this Agreement, together with that information contemplated by Section 9.2Xxxxxx 11.2 and such information of the type and in sufficient detail to determine the calculation of royalties payable under this Agreement. The Licensor and ViiV shall each have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor ViiV only as to: (a) the accuracy of the manufacturing manufacturing, sales and sales royalty statements of the Licensee (and and/or its Affiliates and and/or its third party Third Party manufacturers contemplated by this Agreement) in relation to such manufacture and sales; (b) the appropriateness of quantities of Licensed Compounds Raw Materials and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds Raw Materials and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by the Licensee have been made (i) in the Territory, except for Licensed Compounds Products and Licensed Products Raw Materials made outside the Territory as expressly provided for in this Agreement;Agreement and (ii) otherwise in accordance with Clause 8; and (d) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement. 9.2 11.2 Within 10 ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall deliver to provide the Licensor with a statement accounting for quarterly written report of all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter Quarter. Such accounting shall be made in accordance with the Reporting Template as set forth Guidance issued by the Licensor and show smallest unit, pack size, gross sales and Net Sales Value in Exhibit EUS Dollars on a Product- by-Product, as well as country-by-country, month-by-month and purchaser-by-purchaser basis. Such a statement shall include copies of the amount of Licensed Compound manufactured under this Agreement for relevant Public Market procurement documentation in relation to which Approved Public Market Procurement the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensorrelevant Products were supplied.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1 COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sublicensees to keep, keep complete and accurate adequate records for the previous two years (or for the period from the Effective Date relating to the then current date manufacture and SALE of LICENSED PRODUCT. 5.2 Within sixty (60) days after the close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of NET SALES by COMPANY and by its sublicensees on account for such quarter, which statement shall be accompanied by the payment due to TEMPLE pursuant to Paragraph 4.1 on account of NET SALES for such quarter. 5.3 COMPANY shall use commercially reasonable efforts to obtain from each of its sublicensees verified, and if available audited, financial statements setting forth the amount of sales of LICENSED PRODUCT by each such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2sublicensee ("Sublicensee Reports"). The Licensor financial statements of COMPANY and the Sublicensee Reports will be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall make no unreasonable objection, to examine such the Sublicensee Reports and the books and records of COMPANY relating to sales of LICENSED PRODUCT by COMPANY for the purpose of verifying the amount of royalty payments due. Such examination of the Sublicensee Reports and the books and records of COMPANY shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expirytermination; provided, however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If the discrepancy relates to information contained in a Sublicensee Report, COMPANY shall use commercially reasonable efforts to arrange for an audit of subject sublicensee by TEMPLE. If COMPANY is not in agreement with the findings of the Licensee qualified accountant selected by TEMPLE, then COMPANY shall so notify TEMPLE in writing within thirty (and its Affiliates and its third party manufacturers contemplated 30) days of receipt by this Agreement) in relation to such manufacture and sales COMPANY of said findings (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territorycase of an audit of a sublicensee, except within thirty (30) days of receipt by COMPANY of the findings regarding the audit of the sublicensee), in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at COMPANY's expense, TEMPLE's accountant's findings, and the decision of said independent account shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies cost of Licensed Compounds and Licensed Products made the examination by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this AgreementTEMPLE's accountant which disclosed such underpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 5.4 All payments due to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars and shall be sent by COMPANY to TEMPLE to the attention of "Business Manager" at the address shown in Paragraph 13.5. However, TEMPLE shall have the right, upon giving written notice to COMPANY, to receive royalty payments within a particular country in the Reporting Template as set forth in Exhibit E, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed local currency if permitted by Licensorlaw.

STATEMENTS AND REMITTANCES. 9.1 At all times the Licensee 5.1 COMPANY shall keep, keep and shall require its Affiliates and any third party manufacturers and third parties making sales on its behalf sub-licensees to keep, keep complete and accurate adequate records relating to the manufacture and sale of LICENSED PRODUCT. 5.2 Within sixty (60) days after the close of each calendar quarter, COMPANY shall remit to TEMPLE a statement of sales by COMPANY and by its sub-licensees on account for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds and Licensed Products manufactured or sold under the licenses granted by this Agreement, together with that information contemplated by Section 9.2quarter. The Licensor financial statements of COMPANY and of its sub-licensees will be audited annually by an independent certified public accountant. TEMPLE shall have the right (and the Licensee shall procure such right)to employ, at its own expense, through a certified public qualified accountant or like person appointed by itof its own selection to whom COMPANY shall have no unreasonable objection, to examine such the books and records of COMPANY and its sub-licensees relating to sales of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of COMPANY and its sub-licensees shall take place during regular business hours during the term of this Agreement and for six months two (2) years after its termination or expiry; providedtermination, provided however, that such an examination shall not take place more often than twice in any calendar once a year and shall not cover such records for more than the preceding two calendar years three (3) years, and provided further that such accountant or like person shall report to Licensor TEMPLE only as to: (a) to the accuracy of the manufacturing royalty statements and sales statements payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment will be provided to COMPANY. If COMPANY is not in agreement with the findings of the Licensee qualified accountant selected by TEMPLE, then COMPANY shall so notify TEMPLE in writing within thirty (30) days of receipt by COMPANY of said findings, in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at COMPANY's expense, TEMPLE's accountant's findings, and its Affiliates the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and its third party manufacturers contemplated interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than five percent (5%) of the royalties due TEMPLE, COMPANY shall reimburse TEMPLE for the cost of the examination by this Agreement) in relation to TEMPLE's accountant which disclosed such manufacture and sales (b) the appropriateness of quantities of Licensed Compounds and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by the Licensee have been made in the Territory, except for Licensed Compounds and Licensed Products made outside the Territory as expressly provided for in this Agreement; (d) verification that all sales and other supplies of Licensed Compounds and Licensed Products made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreementunderpayment. 9.2 Within 10 Business Days following the end of each Agreement Quarter, the Licensee shall deliver 5.3 All payments by COMPANY to Licensor a statement accounting for all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory TEMPLE under this Agreement during such Agreement Quarter shall be made in United States dollars. TEMPLE shall have the right, upon giving written notice to COMPANY, to request and receive royalty payments within a particular country or territory of the LICENSED TERRITORY in the Reporting Template as set forth in Exhibit Elocal currency if permitted by law. 5.4 All payments due TEMPLE, as well as pursuant to Paragraphs 4.1 and 4.2, on account of NET SALES of LICENSED PRODUCT made by COMPANY and by its sub-licensees during each calendar quarter and, pursuant to Paragraph 9.2, on account of all amounts of money received by COMPANY from its sub-licensees during each calendar quarter, shall be paid by COMPANY to TEMPLE within sixty (60) days of the close of said calendar quarter. 5.5 If COMPANY fails to make any payment due TEMPLE within the time prescribed by the terms of this Agreement, a penalty equal to five percent (5%) of the unpaid amount shall added to the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly and other such reports shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by Licensordue.

STATEMENTS AND REMITTANCES. 9.1 10.1 At all times the Licensee shall keep, and shall require its Affiliates and any third party Third Party manufacturers and third parties Third Parties making sales on its behalf to keep, complete and accurate records for the previous two years (or for the period from the Effective Date to the then current date if such period is less than two years) of all quantities of Licensed Compounds Raw Materials and Licensed Products manufactured or and/or sold under the licenses licences granted by this Agreement, together with that information contemplated by Section 9.2Clause 10.2. The Licensor and ViiV shall have the right (and the Licensee shall procure such right), at its expense, through a certified public accountant or like person appointed by it, to examine such records during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination shall not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years and provided further that such accountant or like person shall report to Licensor ViiV only as to: (a) the accuracy of the manufacturing and sales statements of the Licensee (and and/or its Affiliates and and/or its third party Third Party manufacturers contemplated by this Agreement) in relation to such manufacture and sales; (b) the appropriateness of quantities of Licensed Compounds Raw Materials and Licensed Products imported or manufactured pursuant to this Agreement by reference to what quantities of Licensed Compounds Raw Materials and Licensed Products would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; (c) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by the Licensee have been made (i) in the Territory, except for Licensed Compounds Products and Licensed Products Raw Materials made outside the Territory as expressly provided for in this Agreement;Agreement and (ii) otherwise in accordance with Clause 7; and (d) verification that all sales and other supplies of Licensed Compounds Products and Licensed Products Raw Materials made by Third Party manufacturers contemplated by this Agreement have been made to the Licensee in accordance with this Agreement.been 9.2 10.2 Within 10 ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall deliver to provide the Licensor with a statement accounting for quarterly written report of all Licensed Products (in terms of smallest units and patient packs for each formulation) sold or supplied by the Licensee in the Territory under this Agreement during such Agreement Quarter Quarter. Such accounting shall be made in accordance with the Reporting Template as set forth Guidance issued by the Licensor and show smallest unit, pack size, and value of sales in Exhibit EUS Dollars on a Product-by-Product, as well as the amount of Licensed Compound manufactured under this Agreement for the purpose of making Licensed Products. Licensor agrees that information contained in quarterly country-by-country, month-by-month and other such reports purchaser-by-purchaser basis and shall be treated as Confidential Information, provided, however, that such information may be shared with AbbVie (with AbbVie treating such reports as Confidential Information); broken down by reference to sales to the Public Market and that aggregated data may be publicly disclosed by Licensorthe Private Market.