Common use of STATEMENTS AND REMITTANCES Clause in Contracts

STATEMENTS AND REMITTANCES. 11.01 SB shall keep and require its AFFILIATES and sublicensees and distributors to keep complete and accurate records of all sales of PRODUCT under the licenses granted herein. PTL shall have the right, at PTL's expense, through a certified public accountant or like person reasonably acceptable to SB, to examine the records of SB and its AFFILIATES during regular business hours during the life of this Agreement and for six (6) months after its termination ; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL only as to the accuracy of the royalty statements and payments. 11.02 Within sixty (60) days after the close of each calendar six (6) month period , SB shall deliver to PTL a true accounting of all PRODUCTS sold by SB, its AFFILIATES, sublicensees and distributors during such semester and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or required to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send to PTL proof of any such taxes withheld and paid by SB for the benefit of PTL. 11.04 All royalties due under this Agreement shall be payable in pounds sterling. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties on sales in that country shall be suspended until such remittances are possible. PTL shall have the right, upon giving written notice to SB, to receive payment in that country in local currency.

STATEMENTS AND REMITTANCES. 11.01 SB 5.1 Royalties shall keep be calculated on a quarterly basis. Payment of Royalties with respect to each calendar quarter shall be due within forty-five (45) days after the end of each quarter, beginning with the calendar quarter in which the first sale of a Service occurs. SBCL shall notify HDI promptly, in writing, of the identity of the Services when they become commercially available and require the date of the first sale of a Service. 5.3 At the same time that it makes payment of Royalties due with respect to a calendar quarter, SBCL shall deliver to HDI a true and complete accounting of Net Sales and other dispositions of Services sold by SBCL and receipts from those Net Sales and other dispositions by SBCL, and its AFFILIATES Sublicensees and sublicensees Affiliates during the quarter, with a separate accounting of Net Sales and distributors to keep complete receipts by country and accurate records a calculation of all the Royalty due HDI for such calendar quarter (less the credits allowed by Section 3.5). If no sales of PRODUCT Services were made in any such quarter then SBCL's statement shall be a statement to such effect. 5.4 SBCL shall keep, and shall cause its Sublicensees and Affiliates to keep, accurate books and records in sufficient detail to permit the Royalties payable under this Agreement to be determined and audited. During the licenses granted herein. PTL shall have the right, at PTL's expense, through a certified public accountant or like person reasonably acceptable to SB, to examine the records of SB and its AFFILIATES during regular business hours during the life term of this Agreement and for six a period of one year following termination of this Agreement, SBCL shall permit (6) months after and shall cause each of its termination Sublicensees or Affiliates to permit), its books and records regarding its sales and other dispositions of to be examined and copied from time to time, at the request of HDI, during normal business hours by HDI or any representative of HDI, and shall require each of its Sublicensees and Affiliates to do the same; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years years. Such examination shall be made at HDI's expense, except that if such examination discloses a discrepancy *. In connection with any examination or copying of books or records in accordance with the preceding sentence, HDI or such representative of HDI shall examine only such information as is required to verify compliance by SBCL, its Sublicensees and provided further Affiliates under this Agreement. This representative shall treat all relevant matters as confidential pursuant to Section 6 of this Agreement and should be acceptable SBCL. SBCL may require that such accountant shall report to PTL only as to the accuracy of the royalty statements and paymentsthis representative be an independent Certified Public Accountant. * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 11.02 Within sixty (60) days after 5.5 In the close event of each calendar six (6) month period transactions giving rise to an obligation to make a payment hereunder with respect to which SBCL, SB shall deliver to PTL or any of its Sublicensees or Affiliates receives payment in a true accounting currency other than currency which is legal tender in the United States of America, all PRODUCTS sold by SB, its AFFILIATES, sublicensees and distributors during such semester and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or payments required to be withheld made by SB SBCL to HDI shall be converted, prior to payment, into United States dollars at the applicable rate of exchange of Citibank, N.A., in New York, New York, on account the last day of royalties payable the quarter in which such transaction occurred. 5.6 Payments due to PTL HDI under this Agreement, if not paid when due under the terms of this Agreement, shall bear simple interest at the rate of 10% per annum, calculated on the basis of a 360 day year for the number of days actually elapsed, beginning on the due date and ending on the day prior to the day on which payment is made in full. Interest accruing under this section shall be due to HDI on demand. The accrual or receipt by HDI of interest under this Section shall not constitute a waiver by HDI of any right it may otherwise have to declare a default under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send or to PTL proof of any such taxes withheld and paid by SB for the benefit of PTLterminate this Agreement. 11.04 All royalties due under this Agreement shall be payable in pounds sterling. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties on sales in that country shall be suspended until such remittances are possible. PTL shall have the right, upon giving written notice to SB, to receive payment in that country in local currency.

STATEMENTS AND REMITTANCES. 11.01 9.01. SB shall keep and require its AFFILIATES and AFFILIATES, sublicensees and distributors to keep complete and accurate records of all sales of PRODUCT under the licenses granted herein. PTL ADOLOR shall have the right, at PTLADOLOR's expense, through a certified public accountant or like person reasonably acceptable to SB, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement AGREEMENT and for six (6) months after its termination termination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years years, unless a material discrepancy is found, and provided further that such accountant shall report to PTL ADOLOR only as to the accuracy of the royalty statements and payments. 11.02 Within sixty . In the event such audit reveals an underpayment of five percent (605%) days after or more of the close of each calendar six (6) month period amount actually due, SB shall deliver reimburse ADOLOR for the costs of such audit in addition to PTL a true accounting of all PRODUCTS sold by SB, its AFFILIATES, sublicensees and distributors during such semester and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or required promptly remitting to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from ADOLOR the amount of royalties otherwise due. SB shall secure and send to PTL proof any underpayment along with liquidated damages at the annual rate of any such taxes withheld and paid by SB the prime rate (as published in the Wall Street Journal plus two percent (2%) pro rated for each month or ------------------- portion thereof for the benefit period of PTLsuch underpayment. In the event such audit reveals an overpayment of five percent (5%) or more of the amount actually due, ADOLOR shall promptly reimburse such amount to SB. 11.04 9.02. All royalties due under this Agreement AGREEMENT shall be payable in pounds sterlingU.S. Dollars. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties on sales in that country ADOLOR shall be suspended until such remittances are possible. PTL shall have the right, upon giving written notice to SB, to receive payment in that country in local currency. 9.03. Any tax, duty or other levy paid or required to be withheld by SB on account of royalties payable to ADOLOR under this AGREEMENT shall be deducted from the amount of royalties otherwise due. SB shall secure and send to ADOLOR proof of any such taxes, duties or other levies withheld and paid by SB or its sublicensees for the benefit of ADOLOR.

STATEMENTS AND REMITTANCES. 11.01 SB 14.1 Matrix shall keep and require its AFFILIATES Affiliates and sublicensees and distributors Sublicensees to keep complete and accurate records of all sales of PRODUCT Product under the licenses granted herein. PTL HMR shall have the right, at PTLHMR's expense, through a certified public accountant or like person reasonably acceptable to SBMatrix, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement and for six (6) months after the later of its termination or the last sale of Product by Matrix subject to the royalty obligations outlined in Section 3.2; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL HMR only as to the accuracy of the royalty statements and payments. However, if the accountant's report results in finding an error which resulted in an under or overpayment of royalties on Net Sales more than [*] then the expense of the examination shall be borne by Matrix (provided HMR shall first refund to Matrix any overpayment reflected by such audit). The new Net Sales calculations shall apply. 11.02 14.2 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB Matrix shall deliver to PTL HMR a true accounting of all PRODUCTS Product sold by SB, Matrix and its AFFILIATES, sublicensees and distributors Sublicensees during such semester quarter and shall at the same time pay all royalties due. Such accounting shall show gross sales and Net Sales on a country-by-country and productProduct-by-product Product basis. 11.03 14.3 Any tax paid or required to be withheld by SB Matrix on account of royalties payable to PTL HMR under this Agreement shall be deducted from the amount of royalties otherwise due. SB Matrix shall secure and send to PTL HMR written proof of any such taxes withheld and paid by SB Matrix or its Sublicensees for the benefit of PTLHMR in a form sufficient to satisfy the United States Internal Revenue Service. 11.04 14.4 All royalties payments due under this Agreement shall be payable in pounds sterlingU.S. dollars. If governmental regulations prevent remittances In each country where the local currency is blocked or cannot be removed from a foreign country with respect to sales made in that such country, Matrix will pay the obligation of SB to pay royalties royalty owed on sales in that country shall be suspended until such remittances are possible. PTL shall have in U.S. dollars to HMR at the right, upon giving written notice to SB, to receive payment exchange rate set forth in that country in local currencySection 3.5.

STATEMENTS AND REMITTANCES. 11.01 SB 9.01 LICENSEE shall keep and require its AFFILIATES and sublicensees and distributors to keep complete and accurate records of all sales of PRODUCT VACCINE and COMBINATION under the licenses granted herein. PTL LICENSOR shall have the right, at PTLLICENSOR's expense, through a certified public accountant or like person reasonably acceptable to SBLICENSEE, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement and for six (6) months after its termination termination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL LICENSOR only as to the accuracy of the royalty statements and payments. In the event that such inspection shall indicate in any calendar year that the royalties which should have been paid by LICENSEE are at least five percent (5%) greater than those which were actually paid by LICENSEE, then LICENSEE shall pay the cost of such inspection in addition to the underpaid royalties. 11.02 9.02 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB LICENSEE shall deliver to PTL LICENSOR a true accounting of all PRODUCTS VACCINES and COMBINATION sold by SBLICENSEE, its AFFILIATES, AFFILIATES and its sublicensees and distributors during such semester quarter, and shall at the same time pay all royalties due. Such accounting shall show sales sales, NET SALES and deductions against royalties on NET SALES on a country-by-country and product-by-product basis. 11.03 9.03 Any tax paid or required to be withheld by SB LICENSEE on behalf of LICENSOR on account of royalties payable to PTL LICENSOR under this Agreement shall be deducted from the amount of royalties otherwise due. SB LICENSEE shall secure and send to PTL LICENSOR proof of any such taxes withheld and paid by SB LICENSEE or its sublicensees for the benefit of PTLLICENSOR. 11.04 9.04 All royalties due under this Agreement shall be payable in pounds sterlingUnited States Dollars. If governmental regulations prevent remittances Monetary conversions from the currency of a foreign country with respect to sales made in that country, the obligation of SB to pay royalties on sales in that country which VACCINE is sold into US currency shall be suspended until such remittances made at the exchange rate in force on the last business day of the period for which the royalties are possible. PTL shall have the rightbeing paid as published by Banque Generale de Belgique, upon giving written notice Brussels, Belgium, or on another basis mutually agreed to SB, to receive payment by both parties in that country in local currencywriting.

STATEMENTS AND REMITTANCES. 11.01 SB 9.1. TRANSGENE and HGS, as the case may be, shall keep and require its AFFILIATES and sublicensees and distributors licensees to keep complete and accurate records of all sales NET SALES of PRODUCT under the licenses granted hereinEXCLUSIVE TRANSGENE PRODUCTS for which royalties are due hereunder. PTL Each party shall have the right, at PTL's its expense, through a certified public accountant or like person reasonably acceptable to SBthe other party, to examine the pertinent financial records of SB and its AFFILIATES during regular business hours upon proper advance written notice during the life of this Agreement and for six (6) * months after its termination for the purpose of verifying and reporting to HGS or TRANSGENE as to the computation of the royalty * Confidential treatment requested payments made hereunder; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and year; provided further that such accountant shall report to PTL only as to the accuracy of the royalty statements and payments, including the magnitude and source of any discrepancy. TRANSGENE, HGS, and their licensees shall be required to maintain such records for three (3) years. 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 any such examination, except for disclosure to the parties, as necessary for the above purpose. 11.02 9.2. Within sixty (60) * days after the close of each calendar six (6) month period quarter, SB TRANSGENE and HGS, as the case may be, shall deliver to PTL the other party a true accounting of all EXCLUSIVE TRANSGENE PRODUCTS subject to royalty hereunder sold by SB, it and its AFFILIATES, sublicensees licensees and distributors during such semester calendar quarter and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product basis, including monies owed under Paragraph 3.8. 11.03 Any tax paid or required to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due9.3. SB shall secure and send to PTL proof of any such taxes withheld and paid by SB for the benefit of PTL. 11.04 All royalties and other payments due under this Agreement shall be payable in pounds sterlingU.S. dollars. 9.4. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties Royalties payable on sales in that country countries other than the United States shall be suspended until 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 New York Times, or, if not in the Times, then in The Wall Street Journal, on the last business day in New York, New York of each royalty period. Such payments shall be without deduction of exchange, collection, or other changes. If, due to restrictions or prohibitions imposed 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 remittances 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 * months after the end of the calendar quarter during which * Confidential treatment requested they are possibleearned, then the party owing the royalty shall be obligated to deposit the royalties in a bank account in Switzerland in the name of the other party. PTL Each party shall have deduct any taxes which the right, upon giving written notice party is obligated to SB, pay and/or withhold in a country based on royalties due to receive the other based on sales in such country from royalty payments due for such country under this Agreement and pay them to the proper authorities as required by applicable laws. Each party shall maintain official receipts of payment in that country in local currencyof any such taxes and forward these receipts to the other within * days.

STATEMENTS AND REMITTANCES. 11.01 SB 9.1 VGI shall keep and require its AFFILIATES and sublicensees and distributors (sub)licensees to keep complete and accurate records of all sales and calculations for NET SALES of PRODUCT under the licenses granted hereinLICENSED PRODUCTS. PTL Each party shall have the right, at PTL's its expense, through a an independent certified public accountant or like person accounting firm of nationally recognized standing reasonably acceptable to SBthe other party, to examine the pertinent financial records of SB and its AFFILIATES during regular business hours upon advance written notice during the life of this Agreement and for six twelve (612) months after its termination for the purpose of verifying and reporting to VICAL as to the computation of the payments made hereunder during the preceding twenty-four (24) months prior to the date of such examination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and year; provided further that such accountant shall report to PTL only as to the accuracy of the royalty statements and payments, including the magnitude and source of any discrepancy. VGI, its AFFILIATES and (sub)licensees shall be required to maintain such sales and royalty calculation records for two (2) years. 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 any such examination, except for disclosure to the parties, as necessary for the above purpose. 11.02 9.2 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB VGI shall deliver to PTL VICAL a true accounting of all PRODUCTS amounts owing hereunder sold by SB, it and its AFFILIATES, sublicensees licensees and distributors during such semester calendar quarter and shall at the same time pay all royalties amounts due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or required to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send to PTL proof of any such taxes withheld and paid by SB for the benefit of PTL. 11.04 9.3 All royalties and other payments due under this Agreement shall be payable in pounds sterling. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties U.S. dollars. 9.4 Royalties payable on sales in that country countries other than the United States shall be suspended until 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 remittances 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 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 the calendar quarter during which they are possibleearned, then the party owing the royalty shall be obligated to deposit the royalties in a bank account in the country of sale in the name of the other party. PTL Each party shall have deduct any taxes which the right, upon giving written notice party is obligated to SB, pay and/or withhold in a country based on royalties due to receive the other based on sales in such country from royalty payments due for such country under this Agreement and pay them to the proper authorities as required by applicable laws. Each party shall maintain official receipts of payment in that country in local currencyof any such taxes and forward these receipts to the other within sixty (60) days.

STATEMENTS AND REMITTANCES. 11.01 SB 10.1. Each party, as the case may be, shall keep and require its AFFILIATES and sublicensees and distributors licensees to keep complete and accurate records of all sales NET SALES of HGS HUMAN DIAGNOSTIC PRODUCT and SB HUMAN DIAGNOSTIC PRODUCT, subject to royalties under the licenses granted herein. PTL Each party shall have the right, at PTL's its expense, through a certified public accountant or like person reasonably acceptable to SBthe other party, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement and for six (6) months after its termination termination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL only as to the accuracy of the royalty statements and payments, including the magnitude and source of any discrepancy. Neither party nor their licensees shall be required to maintain such records for more than three (3) years. 11.02 10.2. Within sixty (60) days after the close of each calendar six (6) month period quarter, SB each party shall deliver to PTL the other a true accounting of all PRODUCTS SB HUMAN DIAGNOSTIC PRODUCT, or HGS HUMAN DIAGNOSTIC PRODUCT sold by SB, it and its AFFILIATES, sublicensees licensees and distributors during such semester quarter for which royalties are payable and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product byproduct basis. 11.03 10.3. Any tax paid or required to be withheld by SB on account of the licensing party based on royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. Taxes paid or withheld from monies due SB by its licensees shall be deducted proportionately from the amount of monies otherwise due HGS. Each party shall secure and send to PTL the other proof of any such taxes withheld and paid by SB for the benefit of PTLpaid. 11.04 10.4. All royalties due under this Agreement shall be payable in pounds sterlingU.S. dollars. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties on sales in that country shall be suspended until such remittances are possible. PTL Each party shall have the right, upon giving written notice to SBthe other, to receive payment in that country in local currency. 10.5. Monetary conversions from the currency of a foreign country, in which a product is sold, into United States currency shall be made at the official exchange rate in force in that country for financial transactions on the last business day of the calendar quarter or half year for which the royalties are being paid. If there is no such official exchange rate, the conversion shall be made at the rate for such remittances on that date as certified by Citibank, N.A., New York, New York, U.S.A.

STATEMENTS AND REMITTANCES. 11.01 SB 9.1 SP shall keep and require its AFFILIATES and sublicensees and distributors licensees to keep complete and accurate records of all sales NET SALES of SP PRODUCT under the licenses granted hereinfor which royalties are due hereunder. PTL HGS shall have the right, at PTL's its expense, through a certified public accountant or like person reasonably acceptable to SBSP, to examine the pertinent financial records of SB and its AFFILIATES during regular business hours upon proper advance written notice during the life of this Agreement and for six (6) months after its termination for 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 once a year and shall not cover such records for more later than the preceding two forty-five (245) years and days after written request is made; provided further that such accountant shall report to PTL 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 and substance to SP, to maintain in confidence all information obtained during the course of any such examination, except for disclosure to HGS, as necessary for the above purpose. 11.02 9.2 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB SP shall deliver to PTL HGS a true accounting of all PRODUCTS SP PRODUCT subject to royalty hereunder sold by SB, it and its AFFILIATES, sublicensees licensees and distributors during such semester calendar quarter and shall at the same time pay all royalties due. Such accounting shall show sales on In the event that the royalty rate changes in a country-by-country and product-by-product basiscalendar quarter with respect to an 36 "The information below marked [***] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission." 11.03 Any tax paid or required to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send to PTL proof of any such taxes withheld and paid by SB for the benefit of PTL. 11.04 9.3 All royalties and other payments due under this Agreement shall be payable in pounds sterlingU.S. dollars. 9.4 All royalties, with the exception of those payable on sales to customers in the United States, shall be paid by [***] from its office in[***]. If governmental regulations prevent remittances Royalties payable on U.S. sales shall be paid directly to HGS by Schering Corporation from a foreign country with respect to sales made its offices in that countryKenilworth, the obligation of SB to pay royalties New Jersey. Royalties payable on sales in that country countries other than the United States shall be suspended until 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 used by Schering Corporation, for reporting such remittances sales for United States financial statement purposes. A copy of SP's current policy for bookkeeping exchange rates is set forth in Appendix D. If, due to restrictions or prohibitions imposed 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 SP will deal with such monies as HGS may lawfully direct at no additional out-of-pocket expense to SP. Notwithstanding the foregoing, if royalties cannot be remitted to HGS for any reason within six (6) months after the end of the calendar quarter during which they are possibleearned, then SP shall be obligated to deposit the royalties in a bank account in Switzerland in the name of HGS. PTL SP shall have deduct any taxes which SP is obligated to pay and/or withhold in a country based on milestones or based on royalties due to HGS based on sales in such country from royalty or milestone payments due HGS for such country under this Agreement and pay them to the right, upon giving written notice proper authorities as required by applicable laws. SP shall maintain official receipts of payment of any such taxes and forward these receipts to SB, to receive payment in that country in local currencyHGS within sixty (60) days.

STATEMENTS AND REMITTANCES. 11.01 SB 11.1 VICAL and HGS, as the case may be, shall keep and require its AFFILIATES and sublicensees and distributors licensees to keep complete and accurate records of all sales and calculations for NET SALES of PRODUCT under the licenses granted hereinPRODUCTS. PTL Each party shall have the right, at PTL's its expense, through a an independent certified public accountant or like person accounting firm of nationally recognized standing reasonably acceptable to SBthe other party, to examine the pertinent financial records of SB and its AFFILIATES during regular business hours upon proper advance written notice during the life of this Agreement and for six (6) months *** after its termination for the purpose of verifying and reporting to HGS or VICAL as to the computation of the royalty 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 once a year and shall not cover such records for more than the preceding two (2) years and year; provided further that such accountant shall report to PTL only as to the accuracy of the royalty statements and payments, including the magnitude and source of any discrepancy. VICAL, HGS, and their respective AFFILIATES and licensees shall be required to maintain such sales and 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 any such examination, except for disclosure to the parties, as necessary for the above purpose. 11.02 11.2 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB VICAL and HGS, as the case may be, shall deliver to PTL the other party a true accounting of all PRODUCTS amounts owing hereunder sold by SB, it and its AFFILIATES, sublicensees licensees and distributors during such semester calendar quarter and shall at the same time pay all royalties amounts due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or required to be withheld by SB on account of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. SB shall secure and send to PTL proof of any such taxes withheld and paid by SB for the benefit of PTL. 11.04 11.3 All royalties and other payments due under this Agreement shall be payable in pounds sterling. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties U.S. dollars. 11.4 Royalties payable on sales in that country countries other than the United States shall be suspended until such remittances calculated by ____________ *** Confidential material redacted and separately filed with the Commission. multiplying the appropriate royalty rate times the sales in each currency in which they are possible. PTL shall have made and converting the rightresulting amount into United States dollars, upon giving written notice to SB, to receive payment at the rates of exchange as reported in that country in local currency.The Wall Street Journal as published under the caption

STATEMENTS AND REMITTANCES. 11.01 SB 12.01 TAISHO shall keep and require its AFFILIATES and or sublicensees and distributors to keep complete and accurate records of all sales of FINISHED PRODUCT under the licenses granted herein. PTL IDEC shall have the right, at PTLIDEC's expense, through a certified public accountant or like person reasonably acceptable to SBTAISHO, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement LICENSE AGREEMENT and for six one (61) months year after the later of its termination or the last sale of FINISHED PRODUCT by TAISHO subject to the royalty obligations outlined in Section 3.02; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL IDEC only as to the accuracy and completeness of the royalty statements and payments. 11.02 12.02 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB TAISHO shall deliver to PTL IDEC a true accounting of all PRODUCTS FINISHED PRODUCT sold by SB, TAISHO and its AFFILIATES, AFFILIATES or sublicensees and distributors during such semester quarter and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and productFINISHED PRODUCT-by-product FINISHED PRODUCT basis. 11.03 12.03 Any tax paid or required to be withheld by SB TAISHO on account of royalties any payment payable to PTL IDEC under this Agreement LICENSE AGREEMENT shall be deducted from the amount of royalties payments otherwise due. SB TAISHO shall secure and send to PTL IDEC written proof of any such taxes withheld and paid by SB TAISHO or its AFFILIATES for the benefit of PTLIDEC in a form sufficient to satisfy the United States Internal Revenue Service. 11.04 12.04 All royalties due under this Agreement LICENSE AGREEMENT shall be payable in pounds sterlingU.S. dollars. If governmental regulations prevent remittances from a foreign country of the TAISHO TERRITORY to any other country with respect to sales made in that country, the obligation of SB TAISHO to pay royalties on sales in that country shall be suspended until such remittances are possible, and once they are possible, TAISHO shall pay IDEC any back royalties which may be owed. PTL Alternatively, IDEC shall have the right, upon giving written notice to SBTAISHO, to receive payment in that country in local currency. 12.05 Monetary conversions from the currency of a foreign country, in which FINISHED PRODUCT is sold, into United States currency shall be made at the average of selling and buying official exchange rate as certified by Citibank, N.A., New York, New York, U.S.A. for financial transactions in that country on the last business day of the calendar quarter for which the royalties are being paid.

STATEMENTS AND REMITTANCES. 11.01 SB 9.1 TITAN shall keep keep, and require its AFFILIATES and sublicensees and distributors SUBLICENSEES to keep complete and accurate records of all sales NET SALES of PRODUCT under the licenses granted herein. PTL HMRI shall have the right, at PTLHMRI's expense, through a certified public accountant or like independent person reasonably acceptable to SBTITAN, and following reasonable notice, to examine the such records under conditions of SB and its AFFILIATES confidentiality during regular business hours during the life period of this Agreement time during which royalties are due and payable hereunder and for six two (62) months after its termination years thereafter; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years years; and provided further further, that such accountant shall report to PTL HMRI only as to the accuracy of the NET SALES computation and royalty statements and payments. It is agreed that if this License Agreement is terminated with respect to a particular country(ies), then HMRI's examination rights shall continue with respect to sales of PRODUCT in such country(ies) only for a period of two (2) years after the termination of license rights in that country. Copies of all such accountant's reports shall be supplied to TITAN. 11.02 9.2 Within sixty (60) days after the close of each calendar six (6) month period quarter, SB TITAN shall deliver to PTL HMRI a true accounting of all PRODUCTS PRODUCT sold by SBTITAN, its AFFILIATES, sublicensees AFFILIATES and distributors SUBLICENSEES during such semester quarter and shall at the same time pay all earned royalties due. Such accounting shall show sales NET SALES of PRODUCT on a country-by-country and product-by-product basisbasis and such other particulars as are reasonably necessary for accounting of the royalties payable hereunder. 11.03 9.3 Any tax paid or required to be withheld by SB TITAN on account of royalties payable by TITAN to PTL HMRI under this License Agreement shall be indicated on the accounting described in Section 9.2 hereof and deducted from the amount of royalties otherwise due. SB TITAN shall secure and send to PTL HMRI proof of any such taxes withheld and paid by SB TITAN. Any withholding or other tax arising on or following permitted assignment of this License Agreement by TITAN or a SUBLICENSEE shall be for the benefit account of PTLand paid by TITAN. 11.04 All 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 due payable under this License Agreement shall be payable paid in pounds sterlingcash 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 SB TITAN to pay royalties on sales in that country shall be suspended until such remittances are possiblepossible but such royalties shall accrue as an accounts payable by TITAN to HMRI. PTL HMRI shall have the right, upon giving written notice to SBTITAN, to receive payment in that country in local currency. 9.5 Monetary conversions from the currency of a foreign country, in which PRODUCT is sold, into United States currency shall be made by using 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.

STATEMENTS AND REMITTANCES. 11.01 11.1 SB shall keep and require its AFFILIATES and sublicensees and distributors subdistributors to keep complete and accurate records of all sales of PRODUCT under the licenses distribution rights granted herein. PTL MPI shall have the right, at PTLMPI's expense, through a certified public accountant or like person reasonably acceptable to SB, to examine the such records during regular business 11.2 MPI shall keep and require its AFFILIATES and manufacturing contractors to keep complete and accurate records of all COST OF GOODS of PRODUCT supplied to SB and its AFFILIATES under this AGREEMENT. SB shall have the right, at SB's expense, through a certified public accountant or like person reasonably acceptable to MPI, to examine such records during regular business hours during the life of this Agreement AGREEMENT and for six (6) months after its termination termination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL SB only as to the accuracy of the royalty COST OF GOODS statements and payments. 11.02 Within sixty (60) days after the close of each calendar six (6) month period 11.3 Any tax, SB shall deliver to PTL a true accounting of all PRODUCTS sold by SB, its AFFILIATES, sublicensees and distributors during such semester and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax duty or other levy paid or required to be withheld by SB on account of royalties payments payable to PTL MPI under this Agreement AGREEMENT shall be deducted from the amount of royalties payments otherwise due. SB shall secure and send to PTL MPI proof of any such taxes taxes, duties or other levies withheld and paid by SB SB, its AFFILIATE or subdistributors for the benefit of PTLMPI. 11.04 11.4 All royalties payments due under this Agreement AGREEMENT shall be payable in pounds sterlingU.S. Dollars. If governmental regulations prevent remittances from a foreign country with respect to sales made in that country, the obligation of SB to pay royalties payments on sales in that country shall be suspended until such remittances are possible. PTL MPI shall have the right, upon giving written notice to SB, to receive payment in that country in local currency. 11.5 Monetary conversions from the currency of a foreign country in which PRODUCT is sold into U.S. Dollars shall be calculated at the actual average rates of exchange for the year to date as used by SB in producing its quarterly and annual accounts, as confirmed by SB's auditors. (a) Royalty obligations under Paragraph 3.6 in each country outside of the TERRITORY shall begin upon the commercial launch of ADDITIONAL PRODUCT in such country for an Additional Indication (as defined in Paragraph 3.6) by MPI, its AFFILIATE, its licensee or its distributor, and such royalty obligation shall expire in each such country upon the [********] anniversary of the date of such launch. Termination of royalty obligations to SB in a particular country outside of the TERRITORY under this Paragraph shall not preclude MPI, its AFFILIATES, or its permitted licensees from selling ADDITIONAL PRODUCT in such country for such Additional Indication without further royalty payments or other compensation to SB. (b) MPI shall keep and require its AFFILIATES, distributors and licensees to keep complete and accurate records of all MPI NET SALES. SB shall have the right, at SB's expense, through a certified public accountant or like person reasonably acceptable to MPI, to examine such records during regular business hours during the duration of MPI's royalty obligations to SB under Paragraph 3.6 and for six (6) months after their expiration; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to SB only as to the accuracy of the royalty statements and payments. (c) Within forty five (45) days after the close of each CALENDAR QUARTER, MPI shall deliver to SB a true accounting of all MPI NET SALES during such quarter and shall at the same time pay all royalties due. Such accounting shall show sales on a country-by-country basis. (d) Any tax, duty or other levy paid or required to be withheld by MPI on account of royalties payable to SB under this AGREEMENT shall be deducted from the amount of royalties otherwise due. MPI shall secure and send to SB proof of any such taxes, duties or other levies withheld and paid by MPI, its AFFILIATE or licensees for the benefit of SB. (e) All royalties due under this AGREEMENT shall be payable in U.S. Dollars. If governmental regulations prevent remittances from a foreign country with respect to sales (f) Monetary conversions from the currency of a foreign country in which PRODUCT is sold into U.S. Dollars shall be calculated at the actual average rates of exchange for the year to date as used by MPI in producing its accounts, as confirmed by MPI's auditors, provided that such shall be in accordance with generally accepted accounting principles in the U.S.A. (a) Payment obligations which are due to MPI under Paragraph 2.3 shall be provisionally made, on a per unit of PRODUCT basis, within thirty (30) days of delivery to SB of the unit of PRODUCT which is the subject of such payment obligation, subject to any credit due under Paragraphs 7.2(a)(i) and 7.

STATEMENTS AND REMITTANCES. 11.01 9.01 SB shall keep and require its AFFILIATES and sublicensees and distributors PERMITTED SUBLICENSEES to keep complete and accurate records of all sales of PRODUCT under the licenses granted herein. PTL AVANIR shall have the right, at PTLAVANIR's expense, through a an independent certified public accountant or like person reasonably acceptable to SB, to examine the such records of SB and its AFFILIATES during regular business hours during the life of this Agreement AGREEMENT and for six (6) months after its termination termination; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such accountant shall report to PTL AVANIR only as to the accuracy of the royalty statements and payments, any applicable litigation or patent maintenance expenses, and the expenditures set forth on Appendix C. AVANIR shall bear the full cost and expense of any such audit unless a discrepancy in excess of 5% in favor of SB for any quarter is discovered, in which event, SB shall make AVANIR whole against such *** and will reimburse AVANIR against the cost incurred in engaging such an independent certified public accountant or like person to carry out the audit. 11.02 9.02 Within sixty thirty (6030) days after the close of each calendar six (6) month period quarter, SB shall deliver to PTL provide a true accounting of all PRODUCTS PRODUCT sold by SB, its AFFILIATES, sublicensees AFFILIATES and distributors PERMITTED SUBLICENSEES during such semester and shall at the same time pay all royalties duecalendar quarter. Such accounting shall show sales on a country-by-country and product-by-product basis. 11.03 Any tax paid or required to be withheld by SB on account . Simultaneously with the submission of royalties payable to PTL under this Agreement shall be deducted from the amount of royalties otherwise due. accounting, SB shall secure and send pay to PTL proof of any such taxes withheld and paid by SB for AVANIR all the benefit of PTL. 11.04 All royalties due under this Agreement to AVANIR hereunder, and shall be payable in pounds sterling. If governmental regulations prevent remittances from a foreign country with respect submit to sales made in that countryAVANIR, the obligation of SB to pay royalties on sales in that country shall be suspended until such remittances are possible. PTL shall have the right, upon giving written notice to SB, to receive payment in that country in local currency.together