Common use of Payments and Reports Clause in Contracts

Payments and Reports. 5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following: (a) [*] of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.

Payments and Reports. 5.1 6.1 In consideration of rights granted by BOARD Board to LICENSEE Licensee under this AGREEMENTAgreement, LICENSEE Licensee agrees to pay MDA Board the following: (a) [Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent *] ***Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of NET SALES attributed such Section 5.a, would have given rise to SALES such accrual) it shall not give rise to the accrual of LICENSED PRODUCTS a running royalty under this 6.1(a). It is understood and agreed by LICENSEEthe parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, AFFILIATES a Subsidiary or a Sublicensee, and SUBLICENSEES; andthat subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) For any advance payment of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by LICENSEE Licensee from a third party Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be research grants; (ii) royalty payments received by LICENSEE:[*] Licensee calculated on the basis of said advance paymentNet Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) LICENSEE will A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not be obligated applicable to pay MDA any portion the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored researchdelivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and particularly where LICENSEE receives R&D money in lieu other modifications or improvements of or in addition TP508 Technology. Fees paid to royalty revenues Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDASection 6.1(a). (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.

Payments and Reports. 5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following: (a) [*] of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. [*] 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. (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTERMATTER [*] 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. in various parts of the LICENSED TERRITORY and its commercialization plans for the upcoming year. 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.

Payments and Reports. 5.1 In consideration of rights granted by BOARD LICENSOR to LICENSEE under this AGREEMENT, LICENSEE agrees will pay or deliver to LICENSOR the consideration provided for in this Article 5. [****] LICENSEE shall pay MDA to LICENSOR a royalty equal [****] for all LICENSED PRODUCTS (the following:“ROYALTY”). 5.2 All SUBLICENSE REVENUES shall be reported and SUBLICENSE PAYMENTS (adefined below) paid to LICENSOR by LICENSEE within [****] of NET SALES attributed LICENSEE’s receipt of such SUBLICENSE REVENUES. LICENSEE’s reports to SALES LICENSOR regarding SUBLICENSE REVENUES shall contain an explanation and calculation of LICENSED PRODUCTS by LICENSEEthe amount of SUBLICENSE PAYMENTS due to LICENSOR. LICENSEE shall pay LICENSOR a non-creditable, AFFILIATES and SUBLICENSEES; and non-refundable percentage of SUBLICENSE REVENUES (b“SUBLICENSE PAYMENTS”) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:follows: [****] of said advance payment. (c) SUBLICENSE REVENUES received within [****] from the EFFECTIVE DATE; [****] of SUBLICENSE REVENUES received after [****] from the EFFECTIVE DATE and before [****] from the EFFECTIVE DATE; and [****] of SUBLICENSE REVENUES received after [****] from the EFFECTIVE DATE. For clarity, LICENSEE will shall not be obligated to pay MDA any portion of any advanced payment received by LICENSEE sublicensing fees or payments it receives from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant which are attributable to a sublicensesublicense or grant of rights to LICENSEE technology which does not constitute part of the PATENT RIGHTS. For further clarity, LICENSOR acknowledges that LICENSEE intends to assign its rights under this AGREEMENT to Xenetic Biosciences, Inc., a Nevada corporation (“XBIO”) (the “XBIO ASSIGNMENT”) in exchange for 2,625,000 shares of XBIO common stock (the “LICENSEE XBIO SHARES”). The XBIO ASSIGNMENT will be considered a sublicense or assignment for purposes of this AGREEMENT. At the closing of the XBIO ASSIGNMENT, LICENSEE shall give good faith consideration direct that 656,250 of the LICENSEE XBIO SHARES (the “SHARES”) be issued to funding such proposals at MDA. LICENSOR as the sole SUBLICENSE PAYMENT for the XBIO ASSIGNMENT (a) No royalty shall be payable under Paragraph 5.1 above with LICENSEE retaining the remaining 1,968,750 LICENSEE XBIO SHARES). At the closing of the XBIO ASSIGNMENT, LICENSOR agrees to execute that certain Lock-Up Agreement, attached hereto as EXHIBIT B with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES its SHARES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold bound by the terms thereof. It is the parties’ intent that all the benefits and burdens of ownership of the SHARES will be issued to unrelated third partiesthe LICENSOR on the closing date of the XBIO ASSIGNMENT. From and after the effective date of the XBIO ASSIGNMENT and the issuance of 656,250 SHARES to LICENSOR pursuant to this provision, XBIO shall be deemed to be the LICENSEE hereunder, and OPKO Pharmaceuticals, LLC shall have no further obligations to LICENSOR under this AGREEMENT. 5.3 LICENSEE also agrees to pay and shall pay LICENSOR the following non-creditable, non-refundable milestones as follows: Milestone Payment Upon a Change of Control Event in which total consideration is less than or with respect equal to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall $[****] $ [****] Upon a royalty be payable under Paragraph 5.1 with respect to Change of Control Event in which total consideration exceeds $[****] $ [****] [****] $ [****] Upon reaching aggregate NET SALES of LICENSED PRODUCTS for use $[****] in clinical trials or as samples.any combination of markets and/or indications $ [****] Upon reaching aggregate NET SALES of $[****] in any combination of markets and/or indications $ [****] (b) 5.4 In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts late payments to LICENSOR due under this Article V shall 5, a penalty of [****] of the amount due will be as reasonably allocated by assessed monthly and due additionally from LICENSEE between for each such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonablelate payment. 5.3 5.5 During the Term term of this AGREEMENT and for [****] thereafter, LICENSEE shall agrees to keep complete and accurate records if of its SALES and its SUBLICENSEES’ NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES under the license granted in this AGREEMENT in sufficient detail to enable the royalties and milestones payable hereunder to be determined. LICENSEE LICENSOR shall permit BOARD or its representativeshave the right to request that an audit be performed on LICENSEE’s accounting records by an independent auditor reasonably acceptable to LICENSEE, at BOARD's expenseon a confidential basis, to periodically examine its books, ledgers, and records during regular business hours for the purpose of determining whether LICENSEE has complied with the payment and expenditure terms of this AGREEMENT. LICENSOR agrees such audits shall not be requested any more frequently than [*] are determined ***]. If a payment deficiency for [****], whichever is larger, then [****]. The auditor shall disclose to have been underpaid LICENSEE shall pay LICENSOR only information relating to the cost accuracy of such examination, the payments and accrued interest at the highest allowable raterequired expenditures. 5.4 5.6 Within [****] after March 31the end of [****] of the valid term of this AGREEMENT, June 30, September 30, and December 31beginning immediately after the first commercial SALE of LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall must deliver to BOARD and MDA LICENSOR a true and accurate written report, even if no payments are due LICENSOR, giving such the particulars of the business conductedconducted by LICENSEE and its SUBLICENSEE(S), if any, by LICENSEE, including all revenues received from all SUBLICENSEESany exist, during the preceding three (3) calendar months [****] under this AGREEMENT as are pertinent to an account for calculating payments hereunder. Such report shall include at least (a) reports will be on a per-country and per-product basis and presented substantially in the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARDform as shown in EXHIBIT C attached hereto. Simultaneously with the delivery of each such report, LICENSEE shall must pay to BOARD LICENSOR the amountamount due, if any, due for the period of such each report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 5.7 All amounts payable hereunder here by LICENSEE shall must be payable paid in United States fundsdollars without deductions for taxes, assessments, fees, or charges of any kind. Checks shall Royalties accruing on SALES in countries other than the United States must be made paid in United States dollars in amounts based on the rate of exchange as quoted in the Wall Street Journal (WSJ) as of the last business day of the reporting period. If the WSJ does not publish any such rate, a comparable rate publication will be agreed upon from time to time by the parties, and with respect to each country for which such rate is not published by the WSJ or in a comparable publication, the parties will use the prevailing rate for bank cable transfers for such date, as quoted by leading United States banks in New York City dealing in the foreign exchange market. 5.8 All payments must be payable to The University of Texas M.LICENSOR and sent to the address listed in Section 17.2.

Payments and Reports. 5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following: (a) [*] of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. [*] 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. (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTERMATTER [*] 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. 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.

Payments and Reports. 5.1 In Subject to the other terms of this Article V and in consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA BOARD the following: (a) [*] A running royalty as provided in paragraph 5.2 in the case of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEESLICENSEE or its SUBSIDIARIES; and (b) For any advance payment One quarter of the gross revenues or other consideration received by LICENSEE from a third party any sublicensee but in no event less than the amount due pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received Section 5.2 if the Sublicensee's SALES were deemed made by LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated 5.2 Subject to pay MDA any portion of any advanced payment received Section 5.3, royalty on NET SALES by LICENSEE from a third party [*]and any SUBSIDIARY shall be four percent (4%) of NET SALES in respect of LICENSED PRODUCTS SOLD. (d) If LICENSEE desires 5.3 In the case of COMPOSITE PRODUCTS prior to fund sponsored research, the calculation of royalty due thereon NET SALES shall be multiplied by a fraction whose numerator is the cost of active ingredients within LICENSED SUBJECT MATTER and particularly where LICENSEE receives R&D money in lieu whose denominator is the cost of or in addition to royalty revenues pursuant to a sublicenseall active ingredients within such COMPOSITE PRODUCT. The resulting number shall represent the NET SALES price basis for calculation of royalties due on COMPOSITE PRODUCTS. 5.4 Upon the request of BOARD but not more than once per calendar year, LICENSEE shall give good faith consideration deliver to funding such proposals at MDABOARD a written report as to LICENSEE'S efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER in various parts of the LICENSED TERRITORY and its commercialization plans for the upcoming year. (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 5.5 During the Term term of this AGREEMENT AGREEMENT, and for [*] thereafter, one (1) year thereafter LICENSEE shall keep complete and accurate records if of its NET SALES and (as reported to it) its sublicensee's NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES COMPOSITE PRODUCTS under the license granted in this AGREEMENT in sufficient detail to enable the royalties payable hereunder to be determined. LICENSEE shall permit an independent certified public accountant (hired by the BOARD or its representativesand reasonably acceptable to LICENSEE), at BOARD's 'S expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to the extent necessary to verify any report required under this AGREEMENT; provided such accountant is bound in confidence and may not disclose any such information except to BOARD as necessary to show underpayment. In the event that the amounts due to BOARD have been underpaid underpaid, LICENSEE shall pay the cost of such examination, the due amount, and accrued interest thereon at the highest allowable rateprevailing prime rate for commercial loans. 5.4 5.6 Within [*] forty-five (45) days after March 31, June 30, September 30, 30 and December 31, LICENSEE shall deliver to BOARD and MDA at the addresses listed in section 16.2 a true and accurate report, giving such particulars of the business conducted, if any, conducted by LICENSEE, including all revenues received from all SUBLICENSEES, LICENSEE during the preceding three (3) calendar months quarter under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities quantifies of LICENSED SUBJECT MATTER that it has producedSOLD; (b) the total SALES, ; (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, report LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon . LICENSEE shall impose on sublicensees similar reporting and payment obligations and shall provide BOARD similar reports from sublicensees as they relate to BOARD'S entitlements under section 5.1(b) to the request of BOARD extent received during such quarter or MDA but not more often than once per calendar yearthereafter up until fifteen (15) business days prior to the due date for the report on LICENSEE'S SALES. Simultaneously with its report on such sublicensee activity, LICENSEE shall deliver pay to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTERamounts due under section 5.1(b). 5.6 5.7 All amounts payable hereunder by LICENSEE shall be payable in United States fundsfunds without deductions for taxes, assessments, fees, or charges of any kind. Checks for amounts due to BOARD shall be made payable to The University of Texas M.at Dallas and mailed to: Office of Sponsored Projects, The University of Texas at Dallas, ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Payments and Reports. 5.1 In consideration A. Within thirty (30) days after the Effective Date of rights granted this Agreement LICENSEE shall pay to GI [*] U.S. dollars ([*]) which shall not be returnable in any event but shall constitute an advance payment to be applied against running fees owing to GI under paragraph B of this Article III. B. LICENSEE shall pay to GI running fees which shall not be returnable in any event at the rate of [*] of the Selling Price of all quantities of Licensed Product sold by BOARD LICENSEE and each Affiliate. C. LICENSEE shall pay to LICENSEE under this AGREEMENTGI [*] U.S. dollars ($[*]) upon the start of [*] of each Licensed Product, LICENSEE agrees to pay MDA and an additional [*] U. S dollars ([*]) upon the following: [*] (aor equivalent) [*] of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance paymenteach Licensed Product. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) D. In the event that a LICENSED PRODUCT any quantity of the Licensed Product is sold in combination as a single productby LICENSEE to an Affiliate, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V only one fee shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT paid to GI (in order that duplication of fees be avoided) and such other product or components, based upon their relative importance and proprietary protection as commercially reasonablethat fee shall only be paid when Affiliate has sold the said quantity of the Licensed Product to a third party which is not an Affiliate of the Licensee. 5.3 During E. Until such time as LICENSEE and Affiliate have sold all quantities of the Term of this AGREEMENT and for [*] thereafterLicensed Product, LICENSEE shall keep complete and accurate records if its SALES and NET SALES report in writing to GI within sixty (60) days after the end of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable each calendar quarter beginning with the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars first sale of the business conductedLicensed Product, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER Licensed Product that it has produced; (b) the total SALES, (c) were sold by LICENSEE and Affiliate during said quarter and the calculation of royalties fees thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, With said report LICENSEE shall pay to BOARD GI the amounttotal amount of the said fees that have not been paid in advance. Reports, if any, due for the period of such report. If no payments are due, it notices and other communications to LICENSEE hereunder shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar yearsent to: Legal Department Affymax Research Institute ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, LICENSEE shall deliver ▇▇ ▇▇▇▇▇ and to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 All amounts payable hereunder by LICENSEE GI shall be payable in United States fundssent to: GENETICS INSTITUTE, INC. Checks shall be made payable to The University of Texas M.▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Legal Department

Payments and Reports. 5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following: (a) [*] One and one half percent (1.5%) of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES AFFILATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] : one and one half percent (1.5%) of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]that is not creditable against future running royalties to be received by LICENSEE. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. 5.2 In the event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Article V, then only one royalty shall be paid to MDA in respect of such quantity of the LICENSED PRODUCTS and in any event no more than one royalty will be payable hereunder with respect to any particular LICENSED PRODUCT unit. In addition: (a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples. (b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] one (1) year thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's ’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] to the extent that the amounts due to BOARD are determined to have been underpaid LICENSEE shall pay the cost of such examination, . and accrued interest at the highest allowable rate. 5.4 Within [*] thirty (30) days after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's ’s efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTERMATTER in various parts of the LICENSED TERRITORY and its commercialization plans for the upcoming year. 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.M.D. ▇▇▇▇▇▇▇▇ Cancer Center. Any withholding or other tax that LICENSEE, an AFFILIATE, or a SUBLICENSEE are required by law to withhold shall be deducted from royalties owing to MDA hereunder and promptly paid to the taxing authority. If royalties paid to LICENSEE or an AFFILIATE by a SUBLICENSEE on NET SALES of LICENSED PRODUCTS are reduced for withholding or similar wees, LICENSEE may deduct a portion of such we from the royalties payable to UNIVERSITY with respect to such Net Sales; the portion to be so deducted shall equal the amount of the tax multiplied by the fraction B/A, where “A” equals the gross royalty payable to LICENSEE on such Net Sales prior to the withholding or similar tax, and “B” equals the gross royalty payable to UNIVERSITY on such Net Sales prior to the reduction under this Section 5.6. In regard to any tax so deducted, LICENSEE shall furnish UNIVERSITY with proper evidence of the taxes paid. In the event that LICENSEE realizes a reduction in its U.S. tax liability by reason of a foreign tax credit with respect to withholding taxes so deducted from royalties payable to MDA hereunder, LICENSEE shall pay to MDA the amount of such reduction in its U.S. tax liability. 5.7 LICENSEE shall reimburse MDA for all of its out-of-pocket expenses thus far incurred in filing, prosecuting, enforcing and maintaining PATENT RIGHTS exclusively licensed hereunder and which were not already reimbursed pursuant to the Option Agreement in Exhibit I hereto, and shall pay all such future expenses so long as and in such countries as its license remains exclusive. In the event that LICENSEE notifies MDA that it does not wish to reimburse further expenses of prosecuting or maintaining any application or patent within the PATENT RIGHTS in any country, LICENSEE shall not be responsible for any such expenses with respect to such application or patent after MDA’s receipt of such notice, and LICENSEE’s license under Paragraph 4.1 above shall become nonexclusive with respect to such application (and any patent issuing thereon) or patent in such country. MDA will invoice LICENSEE on a quarterly basis beginning October 1, 1994, with such invoices being due and payable within thirty (30) days thereafter. 5.8 No payments due or royalty rates under this AGREEMENT shall be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and LICENSEE. 5.9 It is understood that royalties shall be due under 5.1(a) above only on SALES of LICENSED PRODUCTS, the SALE of which would, but for the license granted herein, infringe a VALID CLAIM in the country for which such LICENSED PRODUCT is SOLD. However, if the SALE of a LICENSED PRODUCT would infringe a VALID CLAIM in the United States, Japan and at least four (4) Major Countries in Europe, LICENSEE shall pay royalties hereunder on all sales of such LICENSED PRODUCT in any country, regardless of whether the sale of such product in such country would infringe a VALID CLAIM. As used herein, “Major Countries” shall mean the United Kingdom, France, Germany, Spain, Italy, Sweden and Switzerland.

Payments and Reports. 5.1 In consideration 4.1 LICENSEE shall provide semi-annual reports to LICENSOR with supporting documentation regarding the development and progress of rights granted by BOARD the Subject Technology. LICENSEE will develop and execute marketing, communications, and promotional plans/or policies for the commercialization and sales of the Subject Technology which shall be submitted to LICENSOR for review and approval. LICENSEE will appoint a representative who reports to LICENSOR for purposes of these activities and who will be the primary point of contact in dealing with LICENSOR under this AGREEMENT, LICENSEE agrees Section and will have the authority to pay MDA the following: (a) [*] of NET SALES attributed make decisions with respect to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance paymentactions taken under this paragraph. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received 4.2 As partial consideration for the rights conveyed by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicenseLICENSOR under this Agreement, LICENSEE shall give good faith consideration to funding such proposals at MDA. pay LICENSOR a license fee of twenty-five thousand dollars (a$25,000) No royalty shall be payable under Paragraph 5.1 above with respect to due within ninety (90) days of the SALE date on which the First Notice of LICENSED PRODUCTS between Allowance issued by the United States Patent and Trademark Office or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or by a similar governmental agency of a foreign country with respect to any fees or other payments paid between or among Subject Technology is received by LICENSEE. In no event shall LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 required to pay the above license fee more than one time with respect to SALES of LICENSED PRODUCTS for use any individual Subject Technology, including but not limited to continuations, continuations in clinical trials or as samplespart, extensions, divisions, and counterpart issuances from additional jurisdictions. 4.3 In addition to the foregoing and subject to Section 4.4, LICENSEE shall pay LICENSOR an earned royalty on Gross Sales of four percent (b4%). 4.4 If LICENSEE is required to license intellectual property rights from third parties in order to practice or commercialize the Subject Technology, the royalty payments due in Section 4.3 shall be reduced by the lesser of (i) fifty percent (50%) or (ii) the royalty and licensing fees actually incurred by LICENSEE to license such third party intellectual property rights. Notwithstanding the foregoing, LICENSOR shall be entitled to receive earned royalties of at least two percent (2%) on Gross Sales following such reduction. 4.5 Payment of the royalties specified this Section shall be made semiannually by LICENSEE to LICENSOR on a calendar year basis within thirty (30) days after June 30 and December 31 of each calendar year during the term of this Agreement covering the Gross Sales of Licensed Products sold by LICENSEE during the preceding accounting period. After termination or expiration of this Agreement, a final payment shall be made by LICENSEE covering the final calendar year or portion thereof during which sales of Licensed Products took place. Each semi-annual payment shall be accompanied by a written royalty statement in a form acceptable to LICENSOR. Such royalty statement shall be certified as accurate by a duly authorized representative of LICENSEE reciting stock number, item, units sold, description, quantity shipped, gross invoice, amount billed customers less discounts, allowances, returns and reportable sales for each Licensed Product. A royalty obligation shall accrue upon the sale of the Licensed Products regardless of the time of collection by LICENSEE. A Licensed Product shall be considered “sold” when such Licensed Product is billed, invoiced, shipped, or paid for, whichever occurs first. 4.6 Should LICENSEE fail to make any payment when due and payable to LICENSOR hereunder, LICENSOR may, at its sole option, upon thirty (30) days written notice to LICENSEE of LICENSEE’s right to cure, terminate this Agreement as provided in Section 8 below. 4.7 All payments due hereunder are expressed in and shall be paid in United States of America currency, without deduction of exchange, collection or other charges, to LICENSOR, or to the account of LICENSOR at such bank or other agent as LICENSOR may from time to time designate by notice to LICENSEE. 4.8 In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be any payment due hereunder is not made when due, the payment shall bear interest beginning on the sale 10th day following the due date thereof, calculated at the annual rate of the sum of (i) two percent (2%) plus (ii) the prime interest rate quoted by The Wall Street Journal on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided, however, that in no event shall said annual interest rate exceed the maximum legal interest rate for corporations. Each such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V royalty payment when made shall be as reasonably allocated accompanied by LICENSEE between such LICENSED PRODUCT all interest so accrued. Said interest and such the payment and acceptance thereof shall not negate or waive the right of LICENSOR to seek any other product remedy, legal or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expenseequitable, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving such particulars which it may be entitled because of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities delinquency of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES, (c) the calculation of royalties thereon; and (d) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reportedany payment. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.