Common use of True-Up Clause in Contracts

True-Up. 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 other Party a reasonably detailed report setting forth the actual Registration Program Costs under the Registration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, and, within [***] days after both Parties have submitted such reports, the Parties shall determine which Party owes a payment to the other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission share of the total Registration Program Costs incurred. If the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is less than the amount owed to MyoKardia pursuant to the preceding sentence, then Sanofi shall pay the deficit to MyoKardia within thirty (30) days after the 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, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi within thirty (30) 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 event that the foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the difference between such amounts.

True-Up. Within [***] days 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 end expiration 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 other Party a reasonably detailed report setting forth the actual Registration Program Costs under the Registration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, and, within [***] days after both Parties have submitted such reports, the Parties shall determine which Party owes a payment to the other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission share of the total Registration Program Costs incurred. If the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is less than the amount owed to MyoKardia pursuant to the preceding sentence, then Sanofi shall pay the deficit to MyoKardia within thirty (30) days after the Parties’ determination of the amount owed. If instead the amount paid by Sanofi pursuant Closing, or (b) subject to Section 9.5(a) above for such Calendar Quarter is more than the amount owed MyoKardia for such Calendar Quarter, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi within thirty (30) days after day period unless such items exceed $5,000.00 in magnitude (either individually or in the determination aggregate). The provisions of this Subsection (g) shall survive the Closing and delivery 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 event that the foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the difference between such amountsDeed to Buyer.

True-Up. (i) Within [***[ * ] days after the end of each Calendar Quarter Year during which either Party a Royalty Term, Teva shall perform a “true-up” reconciliation (and shall provide Alexza with a written report of such reconciliation) of the 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 Registration Program Costs under related to the Registration Program Plans for HCM1 Products or HCM2 ProductsProduct, each Party but not yet paid. If the foregoing reconciliation report shows an underpayment then Teva shall submit pay the amount of the difference to the other Party a reasonably detailed report setting forth the actual Registration Program Costs under the Registration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, and, within [***[ * ] days after both Parties have submitted the date of delivery of such reportsreport. 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 Parties shall determine which Party owes a 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 that report. Notwithstanding the foregoing, for each Party [ * ] the Shelf Life of the Product is extended, the period of time within which the “final true-up” reconciliation will bear its occur will also be extended by [ * Confidential Information]. [ * ] = Certain confidential information contained in this document, indicated marked by [***]brackets, has been omitted from this filing and is filed separately with the Securities and Exchange Commission share pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iii) In the event that any “true-up” reconciliation performed pursuant to (i) above, shows an underpayment by Teva for such Calendar Year in an amount greater than [ * ] of the total Registration Program Costs incurred. If the amount paid by Sanofi pursuant payable to Section 9.5(a) above Alexza for such Calendar Quarter is less than the amount owed Year, then Teva shall pay to MyoKardia Alexza any payment owned pursuant to (i) above, together with interest calculated from the preceding sentence, then Sanofi shall pay the deficit to MyoKardia within thirty (30) days after the Parties’ determination [ * ] day of the amount owed. If instead the amount paid by Sanofi pursuant Calendar Year to Section 9.5(a) above for which such Calendar Quarter is more than the amount owed MyoKardia for such Calendar Quarter, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi within thirty (30) 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 additionapplies, in the event that the foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the difference between such amountsmatter provided in Section 8.14.

True-Up. (i) Within [***†] days after the end of each Calendar Quarter Year during which a Royalty Term, Ivax shall perform a “true-up” reconciliation (and shall provide Xenon with a written report of such reconciliation) of the deductions outlined in subsections (iii), (iv), and (v) 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 either an underpayment or an overpayment between the Parties, the Party incurred Registration Program Costs under the Registration Program Plans for HCM1 Products or HCM2 Products, each Party shall submit owing payment to the other Party a reasonably detailed report setting forth shall pay the actual Registration Program Costs under amount of the Registration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, and, within [***] days after both Parties have submitted such reports, the Parties shall determine which Party owes a payment difference to the other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission share of the total Registration Program Costs incurred. If the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is less than the amount owed to MyoKardia pursuant to the preceding sentence, then Sanofi shall pay the deficit to MyoKardia within thirty (30) days after the Parties’ determination 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 amount oweditems 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 credits issued for returns, through the [†] period following the termination or expiration of this Agreement. If instead the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to the other Party shall pay the amount paid by Sanofi pursuant of the difference to Section 9.5(a) above for such Calendar Quarter is more than the amount owed MyoKardia for such Calendar Quarter, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi other Party within thirty (30) days after the determination 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 and thereafter MyoKardia shall reimburse Sanofi for its share pursuant to (i) above, together with interest calculated from the first day of any future Registration Program Costs incurred by Sanofi). In additionthe Year to which such payment applies, in the event that the foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the difference between such amounts.manner provided in Section 8.12. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

True-Up. Within [***] days after (i) Subject to Section 6.5(b), each Ingram Company hereby agrees that, at or immediately prior to xxx Xirst Closing, the Adjustment Amount (as defined below) shall be allocated 23.01% to Industries, 72.84% to Micro and 4.15% to Entertainment. Such allocation shall be made through appropriate adjustments effected by way of dividends or capital contributions to balance (A) the actual amount which each of Industries, Micro and Entertainment and their respective Subsidiaries have contributed to the Adjustment Amount with (B) the respective share of the Adjustment Amount to be allocated to each of them pursuant to the foregoing sentence. As used herein, "Adjustment Amount" shall mean the sum of (i) consolidated net income as reported in Industries' unaudited interim financial statements for the period (the "Initial Adjustment Period") commencing January 1, 1996 and ending (x) on the last day of the full accounting month ended immediately prior to the First Closing Date (if the First Closing Date occurs later than the 15th day of the month) or (y) the last day of the second full accounting month ended prior to the First Closing Date (if the First Closing Date occurs on or prior to the 15th day of the month) and (ii) the consolidated net income of Industries, as projected by Industries, for the period commencing on the first day following the end of each Calendar Quarter the Initial Adjustment Period and ending on the last day of the fiscal year, assuming for purposes of this clause (ii) that the First Closing does not occur during which either Party incurred Registration Program Costs under such fiscal year; provided that the Registration Program Plans Adjustment Amount shall be determined without giving effect to (a) any net income or losses related to IMS or IPSI (each, as defined in the Reorganization Agreement), (b) the after-tax effect of the Industries LIFO provision for HCM1 Products or HCM2 Productssuch period, each Party shall submit (c) any accrual for expenses related to the other Party a reasonably detailed report setting forth transactions contemplated hereby, by the actual Registration Program Costs under Related Agreements, by the Registration Program Plan for HCM1 Products Reorganization Agreement or HCM2 Products incurred by the Ancillary Agreements (as defined in the Reorganization Agreement), (d) any non-cash charges related to Micro's stock option plans or (e) any expenses referred to in Section 7.12 of this Agreement; provided further that the Adjustment Amount shall be increased or decreased by such Party in such Calendar Quarter, and, within [***] days after both Parties have submitted such reports, other amounts as the Parties shall determine which Party owes a payment to the other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission share of the total Registration Program Costs incurred. If the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is less than the amount owed to MyoKardia pursuant to the preceding sentence, then Sanofi shall pay the deficit to MyoKardia within thirty (30) days after the 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, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi within thirty (30) 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 event that the foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi Ingram Companies may request a refund of the difference between such amountsagree.

True-Up. Within [***] days (a) The Parties shall execute monthly true-ups after the end Closing Date and a final true- up after the Transaction Services is completed for each of each Calendar Quarter during which either Party incurred Registration Program Costs under the Registration Program Plans Selling Companies in order to ensure proper credit for HCM1 Products or HCM2 Productspipeline revenue and to properly account for working capital and expenses, each Party and to finalize any other necessary accounting. Pipeline revenue shall submit 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 other Party a reasonably detailed report setting forth the actual Registration Program Costs under the Registration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, and, within [***] days after both Parties have submitted such reports, the Parties shall determine which Party owes a payment to the other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission share of the total Registration Program Costs incurred. If the amount paid by Sanofi Selling Companies pursuant to Section 9.5(a) above for such Calendar Quarter is less than 1.1(m), cash equivalents, accounts receivable, and vendor pre-paid items and other similar assets minus Selling Companies’ accounts payable and accrued salaries and expenses as of the amount owed to MyoKardia pursuant Closing Date except to the preceding sentenceextent such accounts payable, then Sanofi shall pay the deficit accrued salaries or expenses are for products or services connected to MyoKardia within thirty post closing activities or a post-closing time period (30) days after the 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, then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (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 Sanofi within thirty (30) 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“Working Capital”). In additionAs an example, in the event that case of a phone xxxx for the foregoing aggregate credit against Sanofi’s next advance payment exceeds period from August 15, 2020 to September 15, 2020, the next advance paymentSeller shall be responsible for the period between August 15, then Sanofi may request a refund 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 difference between 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 amountsfiles 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 Taxes on or with respect to the Real Property, part or all of which is attributable to periods subsequent to the Closing Date and received by Selling Companies after the Closing Date, and the Buyer shall timely pay the same to the appropriate Governmental Authority in full. 7 | P a g e