Common use of Payments and Reporting Clause in Contracts

Payments and Reporting. (a) WFHC shall furnish Essentia, within 60 days after the end of each Agreement Quarter (within 90 days at the end of each Agreement Year), a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of Essentia's compensation under Section 11 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation paid by WFHC to Essentia hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the Products. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's payments to the other under this Agreement were less than the amount which should have been paid, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after the other party's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Payments and Reporting. (a) WFHC BMS shall furnish EssentiaWFHC, within 60 days after the end of each Agreement Quarter (within 90 days at the end of each Agreement Year), a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of EssentiaWFHC's compensation under Section 11 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physiciansdetail call activity of WFHC, the Net ORTHO-EST(R) Sales Attributable attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to WFHC to Essentia hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS for the ProductsProduct. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyBMS, it is shown that such party's BMS' payments to the other WFHC under this Agreement were less than the amount which should have been paid, then the audited party BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after WFHC's demand therefor. If, as a result of any inspection of the other party's books and records of WFHC, it is shown that BMS' reimbursements for costs associated with Funded Activities to WFHC under this Agreement were more than the amount which should have been paid, then WFHC shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS' demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Payments and Reporting. (a) WFHC APOTHECON shall furnish EssentiaWCI, within 60 fifteen (15) days after the end of each Agreement Quarter (within 90 days at the end of each Agreement Year)month, a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of EssentiaWCI's compensation under Section 11 10 with respect to such period period, including the calculation of gross to net sales (and, in addition to a report for the fourth Agreement QuarterDecember, a report with respect to the entire Agreement Year). (b) All Compensation due WCI (or payments to a party due APOTHECON) under this Agreement Section 10 shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to timepaid within [REDACTED] days after each Agreement Quarter. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians WCI's performance hereunder and the basis for calculating the compensation paid by WFHC APOTHECON to Essentia WCI hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year quarter during the Copromotion Term and only for a period until two years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC APOTHECON for the Products. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyAPOTHECON, it is shown that such partyAPOTHECON's payments to the other WCI under this Agreement were less than the amount which should have been paid, then the audited party APOTHECON shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after WCI's demand therefor. If, as a result of any inspection of the other partybooks and records of WCI, it is shown that APOTHECON's funding of costs associated with its funding obligations under this Agreement were more than the amount which should have been paid, then WCI shall reimburse APOTHECON for the discrepancy revealed by said inspection within 30 days after APOTHECON's demand therefor. Furthermore, if the payments were more or less than the amount which should have been paid by an amount in excess of five [REDACTED] percent (5%) [REDACTED] of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its documented out-of-pocket costs of such inspection.

Payments and Reporting. (a) WFHC A. WCL shall furnish Essentiato BMS a written report covering each Agreement Quarter, within 60 days after showing the end gross sales price and the Net Sales Price of all Product sold by WCL during each Agreement Quarter and the royalties which shall have accrued. Said reports shall be due on the forty-fifth day (45th) day following the close of each Agreement Quarter (within 90 days at the end of each Agreement Year), a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians Quarter. In case no royalty is due for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of Essentia's compensation under Section 11 with respect to such period (and, in addition to a report for the fourth any Agreement Quarter, with respect to the entire Agreement Year)WCL shall so report. (bB. Royalties shown to have accrued by each of the royalty reports provided for under Article VI(A) All payments to a party under of this Agreement shall be made by wire transfer in immediately available funds in legal currency of due and payable on the United States and shall be delivered to the account of date such party designated by it in writing from time to time. royalty report is due. Amounts payable under Articles V(A)(1)(a) through (c) shall be due and payable on the forty-fifth day (45th) following each of the three respective twelve month periods following the Commercial Launch of the Product. C. The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation or other payments paid by WFHC WCL to Essentia BMS hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports and/or invoices on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Agreement Term and only for a period until two years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS or its Affiliates for Ovcon(R)35 or by WCL for the ProductsProduct. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyWCL, it is shown that such partyWCL's payments to the other BMS under this Agreement were less than the amount which should have been paid, then the audited party WCL shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after BMS's demand therefor. If, as a result of any inspection of the other partybooks and records of BMS, it is shown that WCL's payments to BMS under this Agreement were more than the amount which should have been paid, then BMS shall reimburse WCL for the discrepancy revealed by said inspection within 30 days after WCL's demand therefor. Furthermore, if the payments were more or less than the amount which should have been paid by an amount in excess of five [REDACTED] percent (5%) [REDACTED] of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-of- pocket costs of such inspection.

Payments and Reporting. (a) WFHC Royalty payments, including the amounts payable under Section 10(d) above, shall furnish Essentia, be calculated and paid within 60 sixty (60) days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, within sixty (within 90 60) days at after the end of each Agreement Year)Quarter, a report setting forth in reasonable detail the calculation of Net Esclim(TM) Derm Gross Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year)Quarter, and the calculation of EssentiaVentiv's compensation under Section 11 10 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Gross Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation paid by WFHC to Essentia Ventiv hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the ProductsProduct. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's payments to the other under this Agreement were less than the amount which should have been paid, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 thirty (30) days after the other party's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Payments and Reporting. 4.1 In consideration for the rights granted to GTC hereunder: (a) WFHC On December 26, 2002 and on each anniversary of said date thereafter, GTC shall furnish Essentiapay directly to Biogen, Inc. on behalf of PHARMING and GTC a non-refundable, annual fee of [*****]; and (b) GTC shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a royalty on the annual GTC Revenue based on the selling price per gram ("Price"), of GTC Product according to the schedule attached hereto as Appendix C, payable on a quarterly basis within 60 thirty (30) days after of the end of each Agreement Quarter (within 90 days at calendar quarter. 4.2 GTC shall be entitled to credit the end annual fee paid to Biogen, Inc. pursuant to Section 4.1(a) against the royalties payable to Biogen, Inc. pursuant to Section 4.1(b) for the same calendar year, but in no event shall any unused credit be carried over to another calendar year. 4.3 Together with each royalty payment due under this Article 4, GTC shall provide Biogen, Inc. with a signed written statement certifying, separately for each type of GTC Product and for each Agreement Year)country, a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) sales volume and the calculation Price of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (GTC Product and Agreement Year)the amount of any permitted credit or deduction. For this purpose, GTC shall maintain, and the calculation of Essentia's compensation under Section 11 with respect to such period (and, in addition to a report shall ensure that its ------------------------ * Confidential Treatment has been requested for the fourth Agreement Quartermarked portion. sublicensees maintain, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency appropriate books of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation paid by WFHC to Essentia hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct all sales for a review or audit thereof andperiod of two (2) years after each quarterly royalty payment. At PHARMING's request, in the case GTC shall make such books of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books account and records of Essentia in order to conduct a review or audit thereof. Such access shall be available for inspection during normal business hours not more than once each calendar year during by independent public accountants appointed by PHARMING solely for the Copromotion Term purpose of verification of the statements referred to above and only until two years after the relevant period in questionunder suitable confidentiality obligations. The accountants cost of such audit shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged borne by WFHC for the Products. The party requesting PHARMING unless it is established by the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. Ifthat there has been an error which has caused Biogen, as a result of any inspection of the books and records of either party, Inc. to receive payments less than it is shown that such party's payments to the other under this Agreement were less than the amount which should have been paid, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed due by said inspection within 30 days after the other party's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) or more for the period under audit, in which case the cost of such audit shall be borne by GTC. 4.4 The amounts computed or specified under this Article 4 are the actual amounts to be received by Biogen, Inc. and shall not be reduced in any way, including but not limited to by any liabilities incurred by GTC or its sublicensees upon remittance to Biogen, Inc. of the payments actually due hereunder. In no event shall GTC owe PHARMING any amounts under this Agreement, it being understood that GTC shall remit all payments directly to Biogen, Inc. 4.5 All payments made during hereunder shall be paid in U.S. Dollars. Monetary conversion from the currency of a foreign country into U.S. currency shall be made at the exchange rate in force on the last business day of the period for which the payments are being made as reported in questionTHE WALL STREET JOURNAL, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of or on such inspection.other basis as mutually agreed upon by GTC and Biogen, Inc.

Payments and Reporting. (a) WFHC BMS shall furnish EssentiaASCENT, within 60 days after the end of each Agreement Quarter (within 90 days at the end of each Agreement Year)** , a report setting forth forth: (i) the retail prescriptions for the Product in reasonable detail the Territory that were written or ordered by (x) Pediatricians and (y) other health care professionals during such period, in each case, as determined by **; and (ii) the retail Pediatrician Prescriptions in clause 12(a) (i) above categorized by Pediatrician as sorted by Zip Code; and (iii) a summary report with an explanation of costs associated with Funded Activities. (b) In addition to the reports provided under Section 12 (a) above, BMS shall furnish ASCENT, within ** after each ** a report setting forth: (i) the calculation of ** in the Territory during such period (including the Net Esclim(TM) Sales Attributable to Covered Physicians for the applicable period used in determining Net Sales per Script for such Agreement Quarter period); and (and Agreement Yearii) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of EssentiaASCENT's compensation under Section 11 with respect to such Net Sales attributable to Pediatricians with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year) (c) BMS shall furnish ASCENT, as of the Effective Date of this Agreement, retail prescription data for the Product on an individual Pediatrician basis for each month in the preceding twelve (12) months sorted by Zip Code with the view to enabling ASCENT to determine the projected base level of sales for each defined ASCENT sales representative territory. (bd) The determination of ASCENT's compensation specified in the report shall be made in accordance with Section 11 hereof. (e) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (cf) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physiciansdetail call activity of ASCENT, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians of the Product and the basis for calculating the compensation paid by WFHC BMS to Essentia ASCENT hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only for a period until two years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, prices or other terms of sale charged by WFHC BMS for the ProductsProduct. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyBMS, it is shown that such party's BMS' payments to the other ASCENT under this Agreement were less than the amount which should have been paid, then the audited party BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after ASCENT's demand therefor. If, as a result of any inspection of the other partybooks and records of ASCENT, it is shown that BMS's reimbursements for costs associated with Funded Activities to ASCENT under this Agreement were more than the amount which should have been paid, then ASCENT shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Payments and Reporting. (a) WFHC BMS shall furnish EssentiaWFHC, within 60 days after the end of each Agreement Quarter (within 90 days at the end of each Agreement Year)Quarter, a report setting forth in reasonable detail the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year)Quarter, and the calculation of EssentiaWFHC's compensation under Section 11 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year)period. (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physiciansdetail call activity of WFHC, the Net ORTHO-EST(R) Sales Attributable attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to WFHC to Essentia hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be auditedstudied, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS for the ProductsProduct. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyBMS, it is shown that such party's BMS' payments to the other WFHC under this Agreement were less than the amount which should have been paid, then the audited party BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after WFHC's demand therefor. If, as a result of any inspection of the other party's books and records of WFHC, it is shown that BMS' reimbursements for costs associated with Funded Activities to WFHC under this Agreement were more than the amount which should have been paid, then WFHC shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS' demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Payments and Reporting. (a) WFHC Questcor shall furnish EssentiaVSL, within 60 30 days after the end of each Agreement Quarter (within 90 60 days at the end of each Agreement Year), a report setting forth in reasonable detail details the calculation of Net Esclim(TM) Sales Attributable to Covered Physicians for such the Agreement Quarter (and Agreement Year) and the calculation of the Quarterly Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year)Payment, the Quarterly Net Sales Commission, and the calculation of Essentia's compensation under Section 11 Quarterly Reimbursement with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party as designated by it in writing from time to time. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) The During the Term and for two (2) years following any expiration or termination of the Term, the parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation paid by WFHC to Essentia hereundercharged costs. Either party may demand an audit of the other party's ’s relevant books and records in order to verify the other's ’s reports on the aforesaid matters. Upon matter upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Four▇▇▇▇ ▇.▇. ▇▇▇ll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once twice each calendar year during the Copromotion Term and only until two years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the Products. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's ’s payments or declaration of costs to the other under this Agreement were less than the amount which should have been paidpaid or charged, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 seven (7) days after the other party's ’s demand therefortherefore. Any such late payments or any other late payments under this Agreement shall bear interest at a rate of 1.5% per month, 18% per annum, until paid. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in questionquestion (or the costs charged were more than the costs which should have been charged), the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.