Common use of TIMES AND CURRENCIES OF PAYMENTS Clause in Contracts

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter shall be due and payable on the date each quarterly report is due (as provided in Section 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE agrees to make all payments due hereunder to ESCALON by check made payable to “Escalon Medical Corp,” and sent to ESCALON according to the provisions for notices set forth in Section 20 herein, or by wire transfer according to instructions to be provided by ESCALON upon request. 6.2 On all amounts outstanding and payable to ESCALON, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, N.A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currency, such foreign currency shall be converted into its equivalent in United States dollars at the exchange rate of such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of the Royalty Quarter during which such payments are received by LICENSEE (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign currency. 6.4 Except as provided in the definition of Net Sales, all royalty payments to ESCALON under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEE.

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter shall be due and payable in Ann Arbor, Michigan on the date each quarterly report is due (as provided in Section Paragraph 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE agrees to make all payments due hereunder to ESCALON MICHIGAN by check made payable to “Escalon Medical CorpThe Regents of The University of Michigan,” and sent to ESCALON MICHIGAN according to the provisions for notices set forth in Section Article 20 herein, or by wire transfer according to instructions to be provided by ESCALON MICHIGAN upon request. 6.2 On all amounts outstanding and payable to ESCALONMICHIGAN, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, N.A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currency, such foreign currency shall be converted into its equivalent in United States dollars at the exchange rate of such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of the Royalty Quarter during which such payments are received by LICENSEE (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign buying U.S. currency. 6.4 Except as provided in the definition of Net Sales, all royalty payments to ESCALON MICHIGAN under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEE.

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter shall be due and payable in Ann Arbor, Michigan on the date each quarterly report is due (as provided in Section Paragraph 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE agrees to make all payments due hereunder to ESCALON MICHIGAN by check made payable to “Escalon Medical Corp"The Regents of The University of Michigan,” " and sent to ESCALON according by prepaid, certified or registered mail, return receipt requested, to the provisions address for notices set forth in Section 20 Article 19 herein, or by wire transfer according to instructions to be provided by ESCALON upon request. 6.2 On all amounts outstanding and payable to ESCALONMICHIGAN, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, N.A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currency, such foreign currency shall be converted into its equivalent in United States dollars at the exchange rate of such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of the Royalty Quarter during which such payments are received by LICENSEE or Affiliates (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign currency. 6.4 Except as provided in the definition of Net Salessales, all royalty payments to ESCALON MICHIGAN under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEE.

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter shall be due and payable in Toronto, Canada on the date each quarterly report is due (as provided in Section Paragraph 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE agrees to make all payments due hereunder to ESCALON RDLP by check made payable direct deposit to “Escalon Medical Corp,” account: Remit To: *** FEDWIRE: *** Fields BBK and sent to ESCALON according to the provisions for notices set forth in Section 20 herein, or by wire transfer according to instructions to BNF must be provided by ESCALON upon request.completed as follows: BBK: *** (Fedwire tag 4100) BNF: *** (Fedwire tag 4200) 6.2 On all undisputed amounts outstanding and payable to ESCALONRDLP, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, N.A.N. A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currency, such foreign currency shall be converted into its equivalent in United States dollars at the exchange rate of such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of that the Royalty Quarter during which such payments are received sale is made by LICENSEE or Affiliates (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign currency. 6.4 Except as provided in the definition of Net Sales, all royalty payments to ESCALON RDLP under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEE. 6.5 Notwithstanding Article 6.4 of this Agreement, LICENSEE shall be entitled to withhold from payments and royalties due to RDLP under this Agreement nonresident withholding taxes to the extent that LICENSEE is obliged by law to withhold in respect of such amounts payable to RDLP, provided that the minimum allowable tax rate as specified by agreement under any applicable international tax convention is applied to such withholding taxes. The amount of all such taxes withheld shall be included in reports to RDLP under Article 5.1.

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter shall be due and payable in Ann Arbor, Michigan on the date each quarterly report is due (as provided in Section Paragraph 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE XXXXXXXX agrees to make all payments due hereunder to ESCALON MICHIGAN by check made payable to “Escalon Medical Corp"The Regents of The University of Michigan,” " and sent to ESCALON according by prepaid, certified or registered mail, return receipt requested, to the provisions address for notices set forth in Section 20 Article 19 herein, or by wire transfer according to instructions to be provided by ESCALON upon request. 6.2 On all amounts outstanding and payable to ESCALONMICHIGAN, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, Bank N.A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currencycurrency during any Royalty Quarter, such foreign currency shall be converted into its equivalent in United States dollars at the exchange rate of such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of the that Royalty Quarter during which such payments are received by LICENSEE (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign currency. 6.4 Except as provided in the definition of Net Sales, all royalty payments to ESCALON MICHIGAN under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEE.

TIMES AND CURRENCIES OF PAYMENTS. 6.1 Payments accrued during each Royalty Quarter calendar quarter shall be due and payable on the date each quarterly report is due (as provided in Section Paragraph 5.1), shall be included with such report and shall be paid in United States dollars. LICENSEE agrees to make all All payments due hereunder shall be made either by wire transfer to ESCALON such account and according to such reasonable deposit instructions as may be identified by MICHIGAN from time to time or by check made payable to “Escalon Medical CorpThe Regents of The University of Michigan,” and sent to ESCALON according to the provisions instructions for notices set forth in Section 20 herein, or by wire transfer according to instructions to be provided by ESCALON upon requesthereinbelow. 6.2 On all amounts outstanding and payable to ESCALONMICHIGAN, interest shall accrue on an annualized basis from the date such amounts are due and payable at two percentage points above the prime lending rate as established from time to time by the Chase Manhattan Bank, N.A., in New York City, New York, or at such lower rate as may be required by law. 6.3 Where Net Sales are generated or Sublicensing Revenues are received in foreign currency, such foreign currency shall be converted into its equivalent in United States dollars at the exchange closing selling rate of for such currency as reported (or if erroneously reported, as subsequently corrected) in the Wall Street Journal on the last business day of the Royalty Quarter calendar quarter during which such payments are received by LICENSEE MATRIGEN or Sublicensees (or if not reported on that date, as quoted by the Chase Manhattan Bank, N.A., in New York City, New York). LICENSEE may use the rate for selling foreign currency. 6.4 Except as provided in the definition of Net SalesSales or as required by law, all royalty payments to ESCALON MICHIGAN under this Agreement shall be without deduction for sales, use, excise, personal property or other similar taxes or other duties imposed on such payments by the government of any country or any political subdivision thereof; and any and all such taxes or duties shall be assumed by and paid by LICENSEEMATRIGEN or Sublicensees. 7.1 It is understood that MATRIGEN has the responsibility, as between MATRIGEN and MICHIGAN, to do all that is necessary for any governmental approvals to sell Products. 7.2 MATRIGEN agrees to use reasonable efforts to develop Products, obtain all government approvals necessary, and manufacture and sell Products at the earliest possible date; to effectively exploit, market and manufacture in sufficient quantities to meet anticipated customer demand; and to make the benefits of the Products reasonably available to the public at all times during the term of this Agreement. 7.3 To the extent required by law (including the extent to which MICHIGAN is required by 37 CFR 401.14 to require this obligation of MATRIGEN), MATRIGEN agrees to substantially manufacture or have manufactured all Products in the United States. 7.4 Within 15 days of the First Commercial Sale of each Product, MATRIGEN shall report by written letter to MICHIGAN the date and general terms of that sale. 7.5 MATRIGEN shall, to the extent consistent with prudent business judgment, maintain a principal business office within the State of Michigan for at least three years following the Effective Date. 7.6 Nothwithstanding Paragraph 7.2, MATRIGEN shall submit a complete Investigational New Drug or Investigational Device Exemption application with the FDA by the fourth anniversary of the Effective Date. If no such application is made, then for 90 days after the fourth anniversary of the Effective Date the Parties shall negotiate in good faith a binding schedule under which MATRIGEN shall submit applications and obtain full government approval for Products. Failure to establish such a schedule by agreement of the Parties within said ninety days, and failure of MATRIGEN to adhere to the schedule once established, shall result in the immediate conversion of MATRIGEN’s rights under this Agreement from exclusive to non-exclusive, and the deletion of MICHIGAN’s covenants under Paragraph 3.2 from this Agreement. 7.7 Nothwithstanding Paragraph 7.2, if MATRIGEN has not received at least $1 million in equity investment, research support or other revenue, in addition to all amounts committed or provisionally committed, to MATRIGEN as of the Effective Date, by the fourth anniversary of the Effective Date, then MICHIGAN may at its option convert MATRIGEN’s rights hereunder from exclusive to non-exclusive, and delete MICHIGAN’s covenants under Paragraph 3.2 from this Agreement immediately on notice to MATRIGEN. 7.8 MATRIGEN shall provide annual reports to MICHIGAN summarizing in reasonable detail MATRIGEN’s and its Sublicensees’ activities related to the development of Products, obtaining of government approvals, and satisfaction of MATRIGEN’s duties under Paragraph 7.2. 8.1 MATRIGEN shall have the exclusive right to grant sublicenses to its rights under Article 3 above to Sublicensees, to make, have made, use, market and sell Products within the Field of Use. 8.2 MATRIGEN shall notify MICHIGAN of every sublicense agreement and each amendment thereto, within 30 days after its execution, and indicate the name of the Sublicensee, the territory of the sublicense, and the scope of the sublicense. 8.3 Any sublicense granted by MATRIGEN under this Article 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of MICHIGAN’s rights in the Technology and Licensed Patents, and the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts the obligation, consistent with MATRIGEN’s obligations hereunder, to: (a) keep records and permit inspection and audit thereof; (b) avoid improper representations or responsibilities; (c) defend, hold harmless, and indemnify MICHIGAN; (d) purchase and maintain insurance (except where MATRIGEN itself provides such insurance); (e) control the export of Products; (f) restrict the use of MICHIGAN’s name; and (g) properly xxxx Products with patent notices. The terms which MATRIGEN is obligated to require from Sublicensees are more specifically set out in Paragraphs 5.3, 12.4 13.1, and 13.3, and Articles 17, 18 and 19, respectively, herein.