Common use of Payments and Reports Clause in Contracts

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "“produced" ” shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's ’s samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production _records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless Royalties payable pursuant to this agreement shall be due quarterly within forty five (45) days following the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day end of each calendar month quarter for Annual Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the leased minerals produced during rate of exchange quoted by Bank of America and its successor(s) on the preceding calendar month. For the purposes last business day of the prior sentence only, "produced" shall be defined calendar quarter in which the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of Each such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stubstatement of Annual Net Sales for the quarter (including number of units), scheduleapplicable exchange rates and the calculation of royalty payable hereunder by Licensed Product and country. AMICUS THERAPEUTICS shall keep and shall cause its Affiliates and sublicensees to keep complete, summary true and accurate records for at least five (5) years for the purpose of showing the derivation of all milestone payments and royalties payable under this Agreement. 3.7.1 NOVO NORDISK duly accredited representatives, which are reasonably acceptable to AMICUS THERAPEUTICS, shall have the rights to inspect and audit such records at any time with reasonable prior notice to AMICUS THERAPEUTICS or other remittance advice showingany of its Affiliates or sublicensees, but such right will not be exercised more often than once a year. 3.7.2 Any adjustment required as a result of an audit conducted under this Article shall be made within thirty (30) days after the date on which NOVO NORDISK completed the audit. In the event of an underpayment by AMICUS THERAPEUTICS, its Affiliates and/or sublicensees, AMICUS THERAPEUTICS shall pay to NOVO NORDISK the assigned General Land Office lease numberamount underpaid plus interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment an annual rate [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. equal to the discount rate ("diskontoen") of the Danish National Bank plus 2% (two percent). In case of overpayment by AMICUS THERAPEUTICS, ifs Affiliates and/or sublicensees, AMICUS THERAPEUTICS may, at its option, offset any future royalty payments payable to NOVO NORDISK by the amount of the overpayment. Each Party shall have five (5) years after receipt by NOVO NORDISK of any royalty being paid on each lease. Even if by AMICUS THERAPEUTICS, its Affiliates and/or sublicenses pursuant to this Agreement to dispute the amount of any such royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthpayment.

Payments and Reports. Unless 6.1 Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing thereafter, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the COMMISSIONER elects to take amount of its gross sales of SF-1019 and the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by calculation of Royalty Fees due on such gross sales for such month (the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month“Royalty Reports”). For the purpose of this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein. 6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and reasonably acceptable to Immunosyn, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit. 6.5 Immunosyn shall bear the full cost of the prior sentence onlyperformance of any audit requested by Argyll Biotech except as hereinafter set forth. If, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit as a result of any inspection of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements books and records and shall set forthImmunosyn, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises which should have been sold during the preceding calendar monthpaid, then the report Immunosyn shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used within thirty days thereafter make all payments required to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were be made to an affiliated or related party, the report shall set out the details eliminate any discrepancy revealed by said inspection plus all costs of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthaudit.

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties payable to the COMMISSIONER that are not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "“produced" ” shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's ’s samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless the COMMISSIONER elects 6.1. Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing until Development Completion, Immunosyn shall submit to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on Argyll Biotech monthly statements which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and forth the amount of royalty being submittedits gross sales of the SF-1019 product and the calculation of Royalty Fees due on such gross sales for such month (the “Royalty Reports”). 6.2. If Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee. 6.3. Immunosyn shall make all payments required under this Agreement as directed by Argyll Biotech from time to time in U.S. Dollars. Whenever conversion of payments from any materials foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates. 6.4. Immunosyn, Argyll Biotech and each such party’s respective affiliates shall keep complete and accurate records pertaining to the sale of SF-1019 product. Argyll Biotech or Immunosyn (the “Audited Party”) shall permit an independent, certified public accountant appointed by the other party (the “Auditing Party”) and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, including statements by Argyll Biotech concerning the amount owed, if any, for Development Completion, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or minerals produced from any marketing budget, as the leased premises case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. 6.5. The Auditing Party shall bear the full cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount which License Agreement September, 2006 Argyll Biotechnologies LLC Immunosyn Corporation should have been sold paid, then Immunosyn shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after Argyll Biotech’s demand therefore. Furthermore, if the payments made were less than 95% of the amount that should have been paid during the preceding calendar monthperiod in question, Immunosyn shall also reimburse Argyll Biotech for the reasonable costs of such audit. Similarly, if an audit reveals that Argyll Biotech overstated the amount owed for Development Completion by more than 5%, then Argyll Biotech shall reimburse Immunosyn for the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details reasonable costs of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthaudit.

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "“produced" ” shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's ’s samples, assays, analyses, measurements and and· records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER CO:MMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of ‘ each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any · relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless the COMMISSIONER elects 4.1 LICENSEE shall make annual royalty reports to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, LICENSOR on or before the last day September 1 of each calendar month for year. Each such royalty report will cover LICENSEE's most recently completed year and will, at a minimum, show the leased minerals produced during the preceding calendar month. For the purposes number of light-yielding determinations of the prior sentence only, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit presence or activity of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value luminescent proteins of the same (including the method and figures used to calculate this value as shown LICENSED TECHNOLOGY attempted by any relevant documents, records, reports or schedules), and to whom sales were madeLICENSEE using Luminescent Assay Reagents not purchased from LICENSOR. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the Such report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price a calculation of the materials and/or minerals royalties owed pursuant to Paragraphs 3.2 and 3.3 and payment of said calculated royalties. 4.2 LICENSEE’s written annual report provided under Paragraph 4.1 shall in each instance indicate whether LICENSEE is using Luminescent Assay Reagents purchased from LICENSOR pursuant to Paragraph 3.3, in which case the compliance report shall indicate that no royalty payments are owed to LICENSOR. In the event that LICENSEE has purchased its requirements for Luminescent Assay Reagents from LICENSOR for LICENSEE’s attempted light-yielding determinations of LESSEE with the royalty presence or other provisions activity of this lease and any other report, record, or document luminescent proteins under the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE Agreement during the said preceding calendar monthyear, then the LICENSEE shall have no royalty payment obligation and LICENSEE’s report must also indicate the type and exact amount of each material and/or mineral required under Section 4.1 shall so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. state. 4.3 Each royalty payment report under this Article 4 shall be accompanied by a check stubLICENSEE’s payments due to LICENSOR pursuant to Paragraphs 3.2 and 3.3 above, schedule, summary or other remittance advice showing, by if required. All payments due hereunder shall be payable in United States Dollars. Conversion of foreign currency to U.S. Dollars shall be made at the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed conversion rate existing in the same form and manner United States as described reported in this paragraph, shall be filed with the General Land Office Wall Street Journal on or before the last working day of each royalty reporting period. 4.5 LICENSEE shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Such books and records shall be open to inspection and copying, upon reasonable notice during usual business hours by an independent certified public accountant reasonably acceptable to LICENSEE for three (3) years after the calendar year to which they pertain, for purposes of verifying the accuracy of the royalties paid by LICENSEE under this Agreement. The fees and expenses of LICENSOR’s representatives performing such examination shall be borne by LICENSOR. However, if an error in the reporting of expenses or proceeds of more than five percent (5%) for any annual reporting period is discovered, then the fees and expenses of these representatives shall be borne by LICENSEE. LICENSOR and any such independent certified public accountant shall treat LICENSEE's books and records as confidential. 4.6 In the event that payments made by LICENSEE to LICENSOR are late, LICENSEE shall pay to LICENSOR interest charges at a rate of [REDACTED] percent ([REDACTED]%) per month. Such interest will be calculated from the date payment was due until actually received by LICENSOR.

Payments and Reports. Unless (a) Except to the COMMISSIONER elects extent otherwise set forth in, and otherwise in accordance with Exhibit D, each party agrees to take the royalties stipulated make written reports (consistent with GAAP or, where applicable, GAAP Counterpart, and in this lease in kinda format, all royalties not taken in kind are to be received if any, specified by the COMMISSIONERDevelopment Steering Committee, at Austinor as applicable, on the Commercialization Steering Committee) with respect to any payments or before the last day of each calendar month reimbursements for the leased minerals produced during the preceding calendar monthquarter to the other party within sixty (60) days after the close of such calendar quarter during the Term of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the transfer prices payable to Corixa under Article 6 shall be due within sixty (60) days after the close of the calendar quarter in which the Licensed Products were delivered. For transfer prices to be calculated as a function of Net Sales, as applied to such Licensed Products, the purposes value assigned to Net Sales shall be the average Net Sales for the applicable Licensed Product for the applicable territory (Japan or Territory A) during the previous calendar quarter, as calculated on a per-unit basis (i.e. the average per-unit Net Sales for Licensed Products for the applicable territory during such calendar quarter, multiplied by the total number of Licensed Product units supplied under the Supply Agreement for sale in such territory during such calendar quarter) and confirmed by the Commercialization Steering Committee. Following commercial launch of the prior sentence onlyfirst Licensed Product, "produced" these reports shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied show for such calendar quarter sales by an affidavit such party, its Affiliates and sublicensees of Licensed Products, details of the LESSEE or his authorized representative completed quantities of each type of Licensed Product sold in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month each country and the amount country of royalty being submitted. If any materials and/or minerals produced manufacture (if different), gross revenues from the leased premises have been sold during the preceding calendar monthsales, then the report shall also set out the type trade discounts allowed and exact amount of each material and/or mineral sold during the preceding calendar monthtaken, the gross amount received for and the market value of the same Net Sales, Net Proceeds (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedulesdetailing all transactions generating Net Proceeds), and all payments or reimbursements due to whom sales were madethe other party pursuant to this Agreement. If these sales were made Except to an affiliated or related partythe extent otherwise set forth in Exhibit D, concurrently with the report making of each such report, Corixa shall set out the details make payment to Kirin of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlementsamounts payable to Kirin under Article 6, and other pertinent returns or documents which Kirin shall substantiate make payment to Corixa of any amounts payable under Article 6, for the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of calendar quarter covered by such report. (b) All late payments under this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced Agreement shall bear interest from the leased premises have been used by LESSEE during date due until paid at the preceding calendar month, then lesser of [*] per annum or the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthmaximum rate permitted under applicable law.

Payments and Reports. Unless 6.1 The Company shall deliver to the COMMISSIONER elects Minister royalty reports with respect to take Revenue generated by the Company and its sub-licensees during each SIX (6) month period ending September 30 and March 31 of each Licence Year within THIRTY (30) days immediately following September 30 and March 31 of that Licence Year (“Royalty Reports”); these Royalty Reports shall provide information needed to calculate royalties, including: (a) the quantity of each Licensed Product used or sold by the Company and its sub-licensees during each reporting period; (b) the date when, and the country in which, Licensed Products were used or sold; (c) the Sale Price of each Licensed Products reported in subsection (a) herein; and (d) The Revenue, and the royalties stipulated and other amounts accrued to the Minister under this Agreement for the reporting period. 6.2 Upon receipt of Royalty Reports for any SIX (6) month period, the Minister will inform the Company if any portion of the royalties should be paid to CSH Innovation Ltd., and within THIRTY (30) days of being so informed the Company shall deliver a payment to CSH Innovation Ltd. as directed by the Minister, and a payment to the Minister for the remaining royalties due for such SIX (6) month period. 6.3 Royalty Reports are due whether or not the Company and its sub-licensees have used or sold any Licensed Products. If during any reporting period the Company and its sub-licensees have not used or sold any Licensed Products, the Company shall submit a nil Royalty Report stating that no Licensed Products were used or sold by the Company and its sub-licensees. 6.4 The first Royalty Report shall be for the period starting as of the date of this Agreement and ending September 30, 2010, and each report thereafter shall be for each subsequent SIX (6) month period during the term of this Agreement. Reports shall be substantially in the form provided as Schedule B attached hereto and shall be certified to be accurate and correct by the Treasurer or other senior officer of the Company. 6.5 All payments to the Minister under this Agreement shall be in favour of the Receiver General for Canada, and all payments and reports shall be delivered at: Revenue Accounting Fisheries and Oceans Canada ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ and a copy of each Royalty Report shall concurrently be delivered at the Minister's address designated in the Article entitled Notice in this lease Agreement. 6.6 With respect to each overdue payment, in kindaddition to the overdue payment owing to the Minister, all royalties not taken in kind are the Company shall promptly upon request pay to be received the Minister the higher of: (a) an administration fee of ONE HUNDRED dollars ($100) for each month or portion thereof a payment is overdue; and (b) interest compounded annually at a rate set from time to time by the COMMISSIONERMinister, at Austinbut not exceeding the Bank of Canada rate on the due date plus 5%, on or before any amount due to the last day of each calendar month for Minister under this Agreement, from the leased minerals produced during the preceding calendar month. For the purposes due date of the prior sentence only, "produced" shall be defined in payment until the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit date of receipt of the LESSEE payment in full. 6.7 The company shall pay to the Minister an administration fee of ONE HUNDRED dollars ($100) for each month or his authorized representative completed in the following form portion thereof a report is overdue. 6.8 Interest charges and manner: The report shall be based administration fees on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules)overdue Royalty Reports, and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall royalty payments may be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and requested at any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, time by the assigned General Land Office lease number, Minister even if such interest charges and administration fees were not requested by the amount of royalty being paid on each lease. Even if Minister at the time such late Royalty Reports and royalty payments are not due were first remitted or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthremained outstanding.

Payments and Reports. Unless Royalties payable pursuant to this agreement shall be due quarterly within forty five (45) days following the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day end of each calendar month quarter for Annual Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the leased minerals produced during rate of exchange quoted by Bank of America and its successor(s) on the preceding calendar month. For the purposes last business day of the prior sentence only, "produced" shall be defined calendar quarter in which the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of Each such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stubstatement of Annual Net Sales for the quarter (including number of units), scheduleapplicable exchange rates and the calculation of royalty payable hereunder by Licensed Product and country. AMICUS THERAPEUTICS shall keep and shall cause its Affiliates and sublicensees to keep complete, summary true and accurate records for at least five (5) years for the purpose of showing the derivation of all milestone payments and royalties payable under this Agreement. 3.7.1 NOVO NORDISK duly accredited representatives, which are reasonably acceptable to AMICUS THERAPEUTICS, shall have the rights to inspect and audit such records at any time with reasonable prior notice to AMICUS THERAPEUTICS or other remittance advice showingany of its Affiliates or sublicensees, but such right will not be exercised more often than once a year. 3.7.2 Any adjustment required as a result of an audit conducted under this Article shall be made within thirty (30) days after the date on which NOVO NORDISK completed the audit. In the event of an underpayment by AMICUS THERAPEUTICS, its Affiliates and/or sublicensees, AMICUS THERAPEUTICS shall pay to NOVO NORDISK the assigned General Land Office lease numberamount underpaid plus interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment an annual rate [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 7 <PAGE> equal to the discount rate ("diskontoen") of the Danish National Bank plus 2% (two percent). In case of overpayment by AMICUS THERAPEUTICS, ifs Affiliates and/or sublicensees, AMICUS THERAPEUTICS may, at its option, offset any future royalty payments payable to NOVO NORDISK by the amount of the overpayment. Each Party shall have five (5) years after receipt by NOVO NORDISK of any royalty being paid by AMICUS THERAPEUTICS, its Affiliates and/or sublicenses pursuant to this Agreement to dispute the amount of any such royalty payment. 3.8 Transfer of NOVO NORDISK Data. NOVO NORDISK will transfer, and will instruct its contractors about transfer, of NOVO NORDISK Data to AMICUS THERAPEUTICS after AMICUS THERAPEUTICS has given NOVO NORDISK a written notice that AMICUS wishes to receive such NOVO NORDISK Data. NOVO NORDISK's obligations on each leasetransfer of data will cease six (6) months after the Effective Date. Even if royalty payments are not due or are taken After this date NOVO NORDISK will in kindgood faith consider fulfilling requests from AMICUS THERAPEUTICS regarding additional information. NOVO NORDISK will charge AMICUS THERAPEUTICS the costs associated with such requests at a cost basis. The contact person at NOVO NORDISK will be head of Scientific Licensing, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇).

Payments and Reports. Unless the COMMISSIONER elects 6.1 TETRIDYN shall keep, and will cause each of its SUBLICENSEES, if any, to take the royalties stipulated in this lease in kindkeep detailed and accurate accounting records containing all information and data necessary for determining performance and calculating all fees, royalties, and royalty based payments payable to BBWI. Such accounting records, with all royalties not taken in kind are to be received by the COMMISSIONERnecessary supporting information and data will, at Austin, on or before the last day of each calendar month during all reasonable times for the leased minerals produced during three (3) years following the preceding calendar month. For the purposes end of the prior sentence onlycalendar year to which each accounting record pertains, "produced" shall will be defined in the applicable administrative rule effective when the leased minerals on which available and open for inspection at reasonable times by BWWI or its designee, and at BBWl's expense, for verifying royalty is owed were physically extracted from the leased premises. reports or verifying TETRIDYN's compliance with this Agreement. 6.2 The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitteddue will be calculated semi-annually as of the end of each ACCOUNTING PERIOD and will be paid in U.S. currency within sixty (60) days from these dates. Conversion from any foreign currency will be at the rate of exchange published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. If no amount is accrued during any materials and/or minerals produced from ACCOUNTING PERIOD, TETRIDYN shall provide a written statement indicating such to BBWI. 6.3 With each royalty payment, TETRIDYN shall deliver to BBWI a full and accurate report to include the following information: (a) Quantity (by country) of the LICENSED PRODUCTS sold, leased, or otherwise disposed of by TETRIDYN and each SUBLICENSEE; (b) The total NET SALES PRICE of the LICENSED PRODUCTS (by country) sold, leased premises have been sold during or otherwise disposed of by TETRIDYN and each SUBLICENSEE; (c) Quantities of the preceding calendar month, then the report shall also set out the type LICENSED PRODUCTS used internally by TETRIDYN and exact amount each SUBLICENSEE; (d) Names and addresses of each material and/or mineral sold during the preceding calendar monthSUBLICENSEE of TETRIDYN; and (e) Total royalties payable to BBWI. 6.4 Payments provided for in this Agreement, the gross amount received for and the market value if overdue, will bear an annual interest of three percent (3%) in excess of the same (including "Prime Rate" published by "The Wall Street Journal" at the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules)time the payment is due, and to whom sales were madefor the time period until payment is received by BBWI. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions Payments that become more than ninety (90) days overdue will place TETRIDYN in default of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthAgreement.

Payments and Reports. Unless Agilent shall make written reports (consistent with GAAP or such other policies and practices as required by the COMMISSIONER elects AFM) and royalty and revenue sharing payments (including payment of all amounts related to take the royalties stipulated sale or other disposition in this lease TAP Sales or Commercial Sales of the Resolver Platform and maintenance and support contracts for the Resolver Platform as provided in kindSection 7.4(a) hereof) to Rosetta within thirty (30) days after the close of each Agilent fiscal quarter during the Term regardless of whether Agilent shall at such time under the AFM, all royalties not taken GAAP or otherwise be able to book the entire amount of any such royalty or revenue sharing payment as income for such quarter, and regardless of any extended payment terms granted by Agilent in kind connection with the sale or other disposition of Collaboration Products. Such reports shall show for such fiscal quarter sales by Agilent, its Affiliates and sublicensees, if any, of Collaboration Products, details of the quantities of each Collaboration Product sold (including type and quantity of each category of Array), Net Revenues from sales of Collaboration Products on a product-by-product basis, trade discounts allowed and taken, and the revenue sharing and royalty amounts due to Rosetta thereon pursuant hereto. In the event Agilent shall be required under the AFM or GAAP to write off amounts owed, or refund amounts previously paid, to it as a result of performance issues related to Resolver, Agilent may during the period wherein Resolver Net Revenues are less than [* * *] deduct Rosetta's proportionate share of such amounts from payments required to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "produced" shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related partyRosetta pursuant to the first sentence of this Section 7.7, PROVIDED, HOWEVER, the report accompanying such payment shall set out describe in reasonable detail the details reasons for such deduction and the customer to which such deduction relates. In the event Rosetta shall have sold any Collaboration Product or received any revenue in connection with a sale of a Collaboration Product (other than pursuant to the immediately preceding sentence), Rosetta shall likewise deliver to Agilent a written report (consistent with GAAP) within thirty days (30) days after the close of each Rosetta fiscal quarter during which any such Collaboration Product was sold or revenue received by Rosetta and pay over to Agilent, concurrent with the delivery of such affiliation report, any amounts received by Rosetta in connection with such sale or relationship. In additionwhich were otherwise received, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records net of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not revenue sharing amounts otherwise due or are taken Rosetta in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthconnection therewith."

Payments and Reports. Unless the COMMISSIONER elects to take the royalties stipulated in this lease in kind, all royalties not taken in kind are to be received by the COMMISSIONER, at Austin, on or before the last day of each calendar month for the leased minerals produced during the preceding calendar month. For the purposes of the prior sentence only, "“produced" ” shall be defined in the applicable administrative rule effective when the leased minerals on which royalty is owed were physically extracted from the leased premises. The royalty payment shall be accompanied by an affidavit of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's ’s samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submitted. If any materials and/or minerals produced from the leased premises have been sold during the preceding calendar month, then the report shall also set out the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value of the same (including the method and figures used to calculate this value as shown by any relevant documents, records, reports or schedules), and to whom sales were made. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, and other pertinent returns or documents which shall substantiate the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form form, and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar month.

Payments and Reports. Unless In consideration of the COMMISSIONER elects rights granted by Licensors to take the royalties stipulated in Licensee under this lease in kindAgreement, all royalties not taken in kind are Licensee agrees to be received by the COMMISSIONER, at Austinpay Licensors [DESCRIBE PAYMENTS; MAY INCLUDE A LUMP SUM PAYABLE UPON EXECUTION OF AGREEMENT THAT COULD REIMBURSE FOR PATENT COSTS. MAY ALSO INCLUDE A DOLLAR AMOUNT FOR EACH UNIT SOLD; THIS MAY ALSO BE A GRADUATED AMOUNT ON NUMBERS SOLD. STATED AS LICENSED UNITS SOLD AND SUBSEQUENT UNITS SOLD] In lieu of license milestones, on or before each anniversary of the last day Effective Date, irrespective of whether or not there has been any Licensed Product Sold, Licensee shall deliver to Licensors a written Progress Report detailing its best efforts during the preceding report period to diligently commercialize the Licensed Subject Matter, as well as setting forth its plan of action for the next report period. Within thirty days of the end of each calendar month for year, beginning in the leased minerals produced calendar year immediately after the Effective Date, Licensee shall deliver to Licensors a true and accurate, written Royalty Report giving the particulars of the business conducted by Licensee, during the preceding calendar monthyear. For The Royalty Report shall include at least: (a) the purposes quantities of Licensed Subject Matter it has produced (or had produced for it); (b) the prior sentence only, "produced" total unit sales; (c) the calculation of royalties thereon; and (d) the total royalty amount due to Licensors. A Royalty Report shall be defined in the applicable administrative rule effective when the leased minerals on which submitted even if there is no royalty is owed were physically extracted from the leased premises. The royalty payment amount due, and all Royalty Reports shall be accompanied certified as true and correct by an affidavit Officer of the LESSEE or his authorized representative completed in the following form and manner: The report shall be based on LESSEE's samples, assays, analyses, measurements and records and shall set forth, using the appropriate measurements, the type and exact amount of all materials and/or minerals produced from the leased premises during the preceding calendar month and the amount of royalty being submittedLicensee. If any materials and/or minerals produced from royalty amounts are due, they shall be remitted simultaneously with delivery of the leased premises Royalty Report. As set forth in Article 5.3 above, and for one year thereafter, Licensee agrees to keep complete and accurate records in sufficient detail to enable royalties payable hereunder to be calculated. Licensee agrees to permit Licensors, or their designee, to periodically examine its books and records to the extent necessary to verify royalties. Such audit shall be conducted during regular business hours only, and shall be at Licensors’ expense; provided, however, that if the audit shows royalties have been sold during underreported and underpaid, Licensee shall pay the preceding calendar month, then shortage (with interest at the report highest rate permitted by law) and shall also set out reimburse Licensors for the type and exact amount of each material and/or mineral sold during the preceding calendar month, the gross amount received for and the market value cost of the same (including the method and figures used to calculate this value as shown by audit. All amounts payable hereunder must be paid in United States funds without deductions for taxes, assessments, fees or charges of any relevant documents, records, reports or schedules), and to whom sales were madekind. If these sales were made to an affiliated or related party, the report shall set out the details of such affiliation or relationship. In addition, the report Checks shall be accompanied by production records, ore records, sales receipts, invoices, weight receipts, records of mill, mint, refinery or smelter settlements, payable to “Tennessee Technological University” and other pertinent returns or documents which shall substantiate sent to the selling price of the materials and/or minerals and the compliance of LESSEE with the royalty or other provisions of this lease and any other report, record, or document the COMMISSIONER may require to verify such compliance. If any materials and/or minerals produced from the leased premises have been used by LESSEE during the preceding calendar month, then the report must also indicate the type and exact amount of each material and/or mineral so used and the method and figures used by LESSEE to calculate the value of each material and/or mineral so used as shown by any relevant documents, records, reports or schedules. Each royalty payment shall be accompanied by a check stub, schedule, summary or other remittance advice showing, by the assigned General Land Office lease number, the amount of royalty being paid on each lease. Even if royalty payments are not due or are taken address listed in kind, an affidavit of the LESSEE or his authorized representative, completed in the same form and manner as described in this paragraph, shall be filed with the General Land Office on or before the last day of each calendar monthArticle 12 below.