Common use of True-Up Clause in Contracts

True-Up. Subsequent to the Closing, if at any time during the 30-day period following Closing the actual amount of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 8 prior to Closing. Such adjustments shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller), or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of thirty (30) days after Closing, or (b) subject to such thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate). The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.

True-Up. Subsequent to (i) Within [ * ] days after the Closingend of each Calendar Year during a Royalty Term, if at any time during the 30Teva shall perform a “true-day period following Closing the actual amount up” reconciliation (and shall provide Alexza with a written report of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”reconciliation) of the adjustments described deductions outlined in subsections (iii), (v), and (vi) in the definition of “Net Sales.” The reconciliation shall be based on actual cash paid or credits issued plus an estimate for any remaining liabilities incurred related to the Product, but not yet paid. If the foregoing reconciliation report shows an underpayment then Teva shall pay the amount of the difference to the other Party within [ * ] days after the date of delivery of such report. If the foregoing reconciliation report shows an overpayment then Teva shall offset such overpayment against the next royalty payment due to Alexza pursuant to Section 8.4(a). (ii) Within [ * ] months after the termination of this Agreement, Teva shall perform a “final true-up” reconciliation (and shall provide Alexza with a written report of such reconciliation) of the items comprising deductions from Net Sales for returns as outlined in subsection (vi) in the definition of Net Sales. The reconciliation shall be based on actual cash paid or credits issued for returns, through the [ * ] month period following the termination or expiration of this Agreement. If the foregoing reconciliation report show either an underpayment of an overpayment between the Parties, the Party owing payment to the other Party shall pay the amount of the difference to the other Party within the [ * ] days after the date of delivery of such report. Notwithstanding the foregoing, for each [ * ] the Shelf Life of the Product is extended, the period of time within which the “final true-up” reconciliation will occur will also be extended by [ * ]. [ * ] = Certain confidential information contained in this Section 8 prior to Closing. Such adjustments shall be paid document, marked by Buyer to Seller (if the prorations result in a net credit to Seller)brackets, or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance is filed with the provisions Securities and Exchange Commission pursuant to Rule 24b-2 of this Subsection the Securities Exchange Act of 1934, as amended. (g)iii) In the event that any “true-up” reconciliation performed pursuant to (i) above, providedshows an underpayment by Teva for such Calendar Year in an amount greater than [ * ] of the total amount payable to Alexza for such Calendar Year, howeverthen Teva shall pay to Alexza any payment owned pursuant to (i) above, that neither party shall have any obligation together with interest calculated from the [ * ] day of the Calendar Year to re-adjust any items (a) after the expiration of thirty (30) days after Closingwhich such payment applies, or (b) subject to such thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate). The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyermatter provided in Section 8.14.

True-Up. Subsequent Within [***] days after the end of each Calendar Quarter during which either Party incurred Registration Program Costs under the Registration Program Plans for HCM1 Products or HCM2 Products, each Party shall submit to the Closing, if at any time during the 30-day period following Closing other Party a reasonably detailed report setting forth the actual amount of any pro-rated items (per Registration Program Costs under the Proration ScheduleRegistration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, below defined) that were based upon estimations at Closingand, or any item omitted therefromwithin [***] days after both Parties have submitted such reports, including without limitation, utilities and other operating expenses with respect the Parties shall determine which Party owes a payment to the Property for other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities Securities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) Exchange Commission share of the adjustments described in this Section 8 prior to Closingtotal Registration Program Costs incurred. Such adjustments shall be If the amount paid by Buyer Sanofi pursuant to Seller (if Section 9.5(a) above for such Calendar Quarter is less than the prorations result in a net credit amount owed to Seller)MyoKardia pursuant to the preceding sentence, or by Seller then Sanofi shall pay the deficit to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of MyoKardia within thirty (30) days after Closingthe Parties’ determination of the amount owed. If instead the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is more than the amount owed MyoKardia for such Calendar Quarter, or then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (b) subject except where such Calendar Quarter is the final Calendar Quarter in which MyoKardia will incur Registration Program Costs, in which case the excess shall be refunded by MyoKardia to such Sanofi within thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or days after the determination of the amount owed and thereafter MyoKardia shall reimburse Sanofi for its share of any future Registration Program Costs incurred by Sanofi). In addition, in the aggregate). The provisions of this Subsection (g) shall survive event that the Closing and delivery foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the Deed to Buyerdifference between such amounts.

True-Up. Subsequent (a) The Parties shall execute monthly true-ups after the Closing Date and a final true- up after the Transaction Services is completed for each of the Selling Companies in order to ensure proper credit for pipeline revenue and to properly account for working capital and expenses, and to finalize any other necessary accounting. Pipeline revenue shall be remitted to Xxxxxxx no less than weekly in a manner set forth in the Transition Services Agreement. Working capital shall consist of the Selling Companies’ cash, security deposits (excluding those security deposits that will be returned to the ClosingSelling Companies pursuant to Section 1.1(m), if at any time during the 30cash equivalents, accounts receivable, and vendor pre-day period following Closing the actual amount of any pro-rated paid items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating similar assets minus Selling Companies’ accounts payable and accrued salaries and expenses as of the Closing Date except to the extent such accounts payable, accrued salaries or expenses are for products or services connected to post closing activities or a post-closing time period (“Working Capital”). As an example, in the case of a phone xxxx for the period from August 15, 2020 to September 15, 2020, the Seller shall be responsible for the period between August 15, 2020 and August 31, 2020 and the Buyer shall be responsible for the period between September 1, 2020 and September 15, 2020. Notwithstanding any other provisions to the contrary herein, Selling Companies shall retain all Working Capital as of the Closing Date, all revenue for files closed prior to the Closing Date. Buyer shall retain all revenue for files closed on or after the Closing Date and shall be solely responsible for all debts and expenses incurred or arising relative to such files on or after the Closing Date. (b) Selling Companies shall promptly deliver to the Buyer any xxxx for personal property Taxes with respect to the Purchased Assets, and any xxxx for Real Property for Taxes on or with respect to the month in Real Property, part or all of which is attributable to periods subsequent to the Closing occurs, are determined, the parties agree to adjust the proration of utilities Date and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 8 prior to Closing. Such adjustments shall be paid received by Buyer to Seller (if the prorations result in a net credit to Seller), or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) Selling Companies after the expiration of thirty (30) days after ClosingClosing Date, or (b) subject and the Buyer shall timely pay the same to such thirty (30) day period unless such items exceed $5,000.00 the appropriate Governmental Authority in magnitude (either individually or in the aggregate)full. The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.7 | P a g e

True-Up. Subsequent to (i) Within [†] days after the Closingend of each Year during a Royalty Term, if at any time during the 30Ivax shall perform a “true-day period following Closing the actual amount up” reconciliation (and shall provide Xenon with a written report of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”reconciliation) of the adjustments described deductions outlined in this Section 8 prior to Closing. Such adjustments subsections (iii), (iv), and (v) in the definition of “Net Sales.” The reconciliation shall be based on actual cash paid by Buyer or credits issued plus an estimate for any remaining liabilities incurred related to Seller (if the prorations result in a net credit Product, but not yet paid. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to Seller), or by Seller the other Party shall pay the amount of the difference to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of other Party within thirty (30) days after Closingthe date of delivery of such report. (ii) Within [†] months after the termination or expiration of this Agreement, Ivax shall perform a “final true-up” reconciliation (and shall provide Xenon with a written report of such reconciliation) of the items comprising deductions from Net Sales [†] as outlined in subsection (vi) in the definition of Net Sales. The reconciliation shall be based on actual cash paid or (b) subject credits issued for returns, through the [†] period following the termination or expiration of this Agreement. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to such the other Party shall pay the amount of the difference to the other Party within thirty (30) days after the date of delivery of such report. (iii) In the event that any “true-up” reconciliation performed pursuant to (i) above, shows an underpayment by Ivax for such Year in an amount greater than [†] percent ([†]%) of the total amount payable to Xenon for such Year, then Ivax shall pay to Xenon any payment owed pursuant to (i) above, together with interest calculated from the first day period unless of the Year to which such items exceed $5,000.00 in magnitude (either individually or payment applies, in the aggregate)manner provided in Section 8.12. The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION