Common use of PROGRESS AND ROYALTY REPORTS Clause in Contracts

PROGRESS AND ROYALTY REPORTS. 9.1. Beginning May 31, 2003, and semi-annually thereafter, Licensee shall submit to Berkeley Lab a progress report covering Licensee's activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing Licensed Products. Licensee shall make these progress reports until the later of the completion of the milestones listed in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370 9.2. The progress reports Licensee submits under paragraph 9.1 must include, but not be limited to, the following topics: 9.2.1. summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. summary of work in progress; 9.2.4. current schedule of anticipated milestones; and 9.2.5. market plans for introduction of Licensed Products; and 9.2.6. number of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licensee. 9.3. Upon the earlier of five years after the Effective Date or after the first commercial sale of a Licensed Product anywhere in the world, Licensee shall make quarterly royalty reports to Berkeley Lab on or before February 28, May 31, August 31 and November 30 of each year. Each royalty report must cover the most recently completed calendar quarter and must show for all sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price of each type of Licensed Product sold by Licensee; 9.3.2. the number of each type of Licensed Product sold; 9.3.3. the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicense, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. If no sales of Licensed Products have been made during any required reporting period, Licensee shall make a statement to this effect.

PROGRESS AND ROYALTY REPORTS. 9.1. 10.1 Beginning May August 31, 2003, 2003 and semi-annually thereafter, the Licensee shall submit to Berkeley Lab The Regents a progress report covering the Licensee's ’s (and any Affiliate’s or sublicensee’s) activities related to the development and testing of all Licensed Products and/or Licensed Methods and the obtaining of the governmental approvals necessary for marketing marketing. Progress reports are required for each Licensed Products. Licensee shall make these progress reports Product and Licensed Method until the later first commercial sale of that Licensed Product or that Licensed Method occurs in the completion of the milestones listed in Exhibit C or United States and shall be again required if commercial sales of any such Licensed Product start. 8 of 25 L-03-1370or Licensed Method are suspended or discontinued. 9.2. The progress 10.2 Progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 10.1 shall include, but are not be limited to, the following topics: 9.2.1. : – summary of work completed related to the requirements of Exhibit C; 9.2.2. – key scientific discoveries; 9.2.3. discoveries – summary of work in progress; 9.2.4. progress – current schedule of anticipated milestones; and 9.2.5. events or milestones – market plans for introduction of Licensed Products; and 9.2.6. number Products and/or Licensed Methods, and – a summary of full-time equivalent employees or agents (FTEs) working on resources [*] spent in the development of Licensed Products and overall number of FTEs employed by Licenseereporting period. 9.3. Upon 10.3 The Licensee has a continuing responsibility to keep The Regents informed of the earlier large/small business entity status (as defined by the United States Patent and Trademark Office) of five years after itself and its sublicensees and Affiliates. 10.4 The Licensee shall report to The Regents the Effective Date or after date of first commercial sale of a Licensed Product and/or Licensed Method in each country in its immediately subsequent progress and royalty report. 10.5 After the first commercial sale of a Licensed Product and/or Licensed Method anywhere in the world, the Licensee shall make quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report must will cover the Licensee’s most recently completed calendar quarter and must will show for all (a) the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price of each type and Net Sales of Licensed Product Products and/or Licensed Methods sold by Licensee; 9.3.2. during the most recently completed calendar quarter; (b) the number of each type of Licensed Product and/or Licensed Method sold; 9.3.3. ; (c) the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. with respect to sales of Licensed Products and/or Licensed Methods; (d) the method used to calculate the royalty; and (e) the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicense, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Productused. 9.4. 10.6 If no sales of Licensed Products and/or Licensed Methods have been made during any required reporting period, Licensee shall make a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May 31February 28, 20031998, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a progress report covering Licensee's activities by Licensee related to the development development, including clinical trials and testing testing, of all Licensed Patent Products and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports until will be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Patent Products until their first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 6.1 will include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of Patent Products: o summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; o summary of work in progress; 9.2.4. ; o current schedule of anticipated milestonesevents or milestones specified in Paragraph 5.3 and the dates when said milestones have been met or will be met, as of the time of the report; and 9.2.5. o market plans for introduction date of Licensed Patent Products; and 9.2.6. number and o activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 Licensee will also report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after first commercial sale of a Patent Product(s) in each country where the Effective Date or after Licensee has sought marketing approval. 6.4 After the first commercial sale of a Licensed Product anywhere in the worldPatent Product, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the most recently completed calendar quarter of Licensee (October through December, January through March, April through June, and must show for all July through September) and will show: 6.4.1 the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Patent Products sold by LicenseeLicensee and reported to Licensee as sold by its sublicensees during the most recently completed calendar quarter; 9.3.2. 6.4.2 the number of each type of Licensed Product soldPatent Products sold or distributed by Licensee and reported to Licensee as sold or distributed by its sublicensees; 9.3.3. 6.4.3 the royalties, in U.S. dollars, payable under this Agreement on those sales;hereunder with respect to Net Sales; and 9.3.4. 6.4.4 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 6.5 If no sales of Licensed Patent Products have been made during any required reporting periodperiod after the first commercial sale of a Patent Product, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. Beginning May 31, 2003, and semi-annually thereafter, 6.1 Licensee shall submit to Berkeley Lab will provide The Regents with a progress report covering Licensee's activities related to every six months beginning on August 31, 2000, and continuing until the first commercial sale in the United States, Europe, and Japan for each of the following Product categories: Covered Product, Identified Product, and Services. 6.2 The progress reports submitted under Paragraph 6.1 will cover the development and testing of all Licensed Products Products, and the obtaining receipt of the all governmental approvals necessary for the marketing Licensed of these Products. Licensee shall make these In particular, the progress reports until the later of the completion of the milestones listed in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370 9.2. The progress reports Licensee submits under paragraph 9.1 must will include, but not be limited to, the following topics: 9.2.1. topics directly related to Products so that The Regents may determine Licensee's progress in developing and testing Products and whether Licensee has met its diligence obligations set forth in Article 5 (Due Diligence) above: • summary of work completed related to the requirements of Exhibit C; 9.2.2. • key scientific discoveries; 9.2.3. discoveries • summary of work in progress; 9.2.4. progress • current schedule of anticipates events or milestones • anticipated milestones; and 9.2.5. market plans date of first commercial sale, which date shall not be required to be reported earlier than 6 months prior to such date, for introduction Covered Products (if applicable), Identified Products, and Services (if applicable), in the United States, Europe and Japan • activities of Licensed Products; and 9.2.6. number of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products Affiliates, Joint Ventures and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 The Licensee will report to The Regents the earlier first date Licensee receives Profits and the date of five years after first commercial sale of each Product in the Effective Date or after United States, Europe and Japan by reporting these dates in its subsequent progress and royalty reports. 6.4 After the first commercial sale of a Licensed Product anywhere in Product, the world, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab on or before each February 28, May 31, August 31 31, and November 30 of each year. Each royalty report must will cover the most recently completed calendar quarter (October through December, January through March, April through June, and must show for all July through September) and will show: (a) the Sublicense Fees, Service Revenues, gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Products sold by Licenseethe Licensee and its Affiliates, Joint Ventures, sublicensees, and the Profits based on Service Products sold by a third party during the most recently completed calendar quarter; 9.3.2. (b) the number of each type Products; sold or distributed and the Profits received by the Licensee, its Affiliates, Joint Ventures, sublicensees, and the number of Licensed Product soldService Products; sold by a third party; 9.3.3(c) the patent applications and patents contained in Patent Rights that either claim the Products or were used to identify the Identified Products and Service Products. If neither Patent Rights claim the royaltiesProducts nor were the Patent Rights used to identify Identified Products and Service Products, in U.S. dollars, payable under this Agreement on those salesthen the Biological Materials or Non-Patent Products used to make or use the Products or identify the Identified Products and Service Products; 9.3.4. (d) the royalties and Sublicense Fees paid in United States currency; (e) the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10used, if any; and 9.3.6. for each sublicense, if any: (1f) the sublicensee; (2) method used to calculate the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Productroyalty, including all deductions taken. 9.4. 6.5 If no sales of Licensed Products have been made on Products or no Profits have been received by Licensee during any required reporting periodperiod after the first commercial sale of a Product or the first date Profit were received, Licensee shall make then a statement to this effectthat fact is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 7.1 Beginning May 31February 28, 20031995, and semi-annually thereafter[CONFIDENTIAL TREATMENT REQUESTED]thereafter, the Licensee shall submit to Berkeley Lab The Regents a progress report covering the Licensee's activities related to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports shall be made for each Licensed Product until the later first commercial sale of the completion of the milestones listed in Exhibit C or commercial sales of any that Licensed Product start. 8 of 25 L-03-1370occurs in the United States. 9.2. 7.2 The progress reports Licensee submits submitted under paragraph 9.1 must Section 7.1 should include, but not be limited to, the following topics: 9.2.1. : - summary of work completed related to the requirements of Exhibit C; 9.2.2. - key scientific discoveries; 9.2.3. discoveries - summary of work in progress; 9.2.4. progress - current nonbinding, good- faith schedule of anticipated milestones; and 9.2.5. events or milestones - market plans for introduction of Licensed Products; and 9.2.6. number , and - a summary of full-time equivalent employees or agents resources (FTEsdollar value) working on spent in connection with the development of Licensed Products and overall number of FTEs employed by LicenseeProduct during the reporting period. 9.3. Upon 7.3 The Licensee shall have a continuing responsibility to keep The Regents informed of the earlier large/small entity status (as defined by the United States Patent and Trademark Office) of five years after itself and its Sublicensees. 7.4 The Licensee also agrees to report to The Regents in its immediately subsequent progress and royalty report the Effective Date or after date of first commercial sale of a Licensed Product in each country. 7.5 After the first commercial sale of a Licensed Product anywhere in the world, the Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the Licensee's most recently completed calendar quarter and must show for all will show: (a) the gross sales and Net Sales of Licensed Products sold by the Licensee during the most recently completed calendar quarter, (or other disposition in accordance with paragraph 2.9): 9.3.1. b) the Selling Price number of each type of Licensed Product sold by Licensee; 9.3.2. the number of each type of Licensed Product sold; 9.3.3. Licensee during the most recently completed calendar quarter, (c) the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. hereunder with respect to such Net Sales of Licensed Products, (d) the method used to calculate the royalty, and (e) the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 7.6 If no sales of Licensed Products have been made during any required reporting periodperiod after the first commercial sale of Licensed Products, Licensee shall make a statement to this effecteffect shall be required.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May 31February 28, 20031996, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a progress report covering Licensee's activities by Licensee related to the development development, including clinical trials and testing testing, of all Licensed Patent Products and the obtaining of the governmental approvals necessary *** Portions of this page have been omitted pursuant to a request for marketing Licensed ProductsConfidential Treatment and filed separately with the Commission. Licensee shall make these for marketing. These progress reports until will be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Patent Products until their first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 6.1 will include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of Patent Products: o summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; o summary of work in progress; 9.2.4. ; o current schedule of anticipated milestonesevents or milestones specified in Paragraph 5.3 and the dates when said milestones have been met or will be met, as of the time of the report; and 9.2.5. o market plans for introduction date of Licensed Patent Products; and 9.2.6. number and o activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 Licensee will also report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after first commercial sale of a Patent Product(s) in each country where the Effective Date or after Licensee has sought marketing approval. 6.4 After the first commercial sale of a Licensed Product anywhere in the worldPatent Product, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the most recently completed calendar quarter of Licensee (October through December, January through March, April through June, and must show for all July through September) and will show: 6.4.1 the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Patent Products sold by LicenseeLicensee and reported to Licensee as sold by its sublicensees during the most recently completed calendar quarter; 9.3.2. 6.4.2 the number of each type of Licensed Product soldPatent Products sold or distributed by Licensee and reported to Licensee as sold or distributed by its sublicensees; 9.3.3. 6.4.3 the royalties, in U.S. dollars, payable under this Agreement on those sales;hereunder with respect to Net Sales; and 9.3.4. 6.4.4 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 6.5 If no sales of Licensed Patent Products have been made during any required reporting periodperiod after the first commercial sale of a Patent Product, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May 31February 28, 20031996, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a progress report covering Licensee's activities by Licensee related to the development development, including clinical trials and testing testing, of all Licensed Patent Products and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports until will be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Patent Products until their first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 6.1 will include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of Patent Products: o summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; o summary of work in progress; 9.2.4. ; o current schedule of anticipated milestonesevents or milestones specified in Paragraph 5.3 and the dates when said milestones have been met or will be met, as of the time of the report; and 9.2.5. o market plans for introduction date of Licensed Patent Products; and 9.2.6. number and o activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 Licensee will also report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after first commercial sale of a Patent Product(s) in each country where the Effective Date or after Licensee has sought marketing approval. 6.4 After the first commercial sale of a Licensed Product anywhere in the worldPatent Product, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the most recently completed calendar quarter of Licensee (October through December, January through March, April through June, and must show for all July through September) and will show: 6.4.1 the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Patent Products sold by LicenseeLicensee and reported to Licensee as sold by its sublicensees during the most recently completed calendar quarter; 9.3.2. 6.4.2 the number of each type of Licensed Product soldPatent Products sold or distributed by Licensee and reported to Licensee as sold or distributed by its sublicensees; 9.3.3. 6.4.3 the royalties, in U.S. dollars, payable under this Agreement on those sales;hereunder with respect to Net Sales; and 9.3.4. 6.4.4 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 6.5 If no sales of Licensed Patent Products have been made during any required reporting periodperiod after the first commercial sale of a Patent Product, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 8.1 Beginning May March 31, 20032008, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a written progress report covering Licensee's activities (and any Sublicensee's) activities, in the previous two calendar quarters, related to the development and testing of all Licensed Products Product and the obtaining of the governmental approvals necessary for marketing and selling Licensed Products, Licensed Method and Licensed Services. Licensee shall make these progress Progress reports are required for each Licensed Product, Licensed Method and Licensed Service until the later first commercial sale of that Licensed Product, Licensed Method or Licensed Service occurs in the completion of the milestones listed in Exhibit C or U.S. and will be again required if commercial sales of any such Licensed Product start. 8 Product, Licensed Method or Licensed Service are suspended or discontinued for a period of 25 L-03-1370more than six (6) months. 9.2. The progress 8.2 Progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 8.1 will include, but are not be limited to, the following topics: 9.2.1. 8.2.1 a statement specifically addressing each diligence requirement of Article 7 (Due Diligence); 8.2.2 summary of work completed related to the requirements of Exhibit Ccompleted; 9.2.2. 8.2.3 key scientific discoveries; 9.2.3. 8.2.4 summary of work in progress; 9.2.4. 8.2.5 current schedule of anticipated events or milestones; and; 9.2.5. 8.2.6 market plans for introduction of Licensed ProductsProduct, Licensed Method, and Licensed Service; 8.2.7 a summary of resources (dollar value) spent in the reporting period; and 9.2.6. number of full-time equivalent employees or agents (FTEs) working on 8.2.8 Sublicensees' activities relating to the development of Licensed Products and overall number of FTEs employed by Licenseeabove items, if there are any Sublicensees. 9.3. Upon 8.3 Licensee has a continuing responsibility to keep The Regents informed of the earlier small or large business entity status (as defined by the U.S. Patent and Trademark Office) of five years after itself and its Sublicensees. 8.4 Licensee will report to The Regents in its immediately subsequent progress and royalty report the Effective Date or after date of first commercial sale of a Licensed Product, Licensed Method and Licensed Service in each country. 8.5 After the first commercial sale of a Licensed Product Product, Licensed Method or Licensed Service anywhere in the world, Licensee shall will make quarterly royalty reports to Berkeley Lab The Regents on or before each February 2828 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year. Each royalty report must will cover the Licensee's, and all Sublicensee's, if any, most recently completed calendar quarter and must show for all sales (or other disposition in accordance with paragraph 2.9):will show: 9.3.1. 8.5.1 the Selling Price of each type gross invoice prices and Net Sales of Licensed Product sold by LicenseeProduct, Licensed Method and Licensed Service; 9.3.2. 8.5.2 the number of each type of Licensed Product soldProduct, Licensed Method or Licensed Service sold and the actual or average sales price; 9.3.3. 8.5.3 a listing of the payments for performance of Licensed Method or Licensed Service, or use of Licensed Product that contribute to Net Sales; 8.5.4 the royalties, in U.S. dollars, payable under this Agreement on those saleshereunder; 9.3.4. 8.5.5 the method used to calculate the royalty, specifying all deductions taken and the dollar amount of each such deduction and, in the case of Combination Products, the percentage of the actual sales price upon which the royalty is based; 8.5.6 Licensed Patent Rights covering each Licensed Product, Licensed Method or Licensed Service; 8.5.7 the Sublicense fees payable; 8.5.8 the amount of the cash equivalent of any non-cash consideration payable including the method used to calculate the non-cash consideration; 8.5.9 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10used; and 9.3.6. for each sublicense, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. If no sales of Licensed Products have been made during any required reporting period, Licensee shall make a statement to this effect.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May August 31, 20031997, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a progress report covering Licensee's activities by Licensee related to the development development, including clinical trials and testing testing, of all Licensed Patent Products and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports until will be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Patent Products until their first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 6.1 will include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of Patent Products: o summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; o summary of work in progress; 9.2.4. ; o current schedule of anticipated milestonesevents or milestones specified in Paragraph 5.3 and the dates when said milestones have been met or will be met, as of the time of the report; and 9.2.5. o market plans for introduction date of Licensed Patent Products; and 9.2.6. number and o activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 Licensee will also report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after first commercial sale of a Patent Product(s) in each country where the Effective Date or after Licensee has sought marketing approval. 6.4 After the first commercial sale of a Licensed Product anywhere in the worldPatent Product, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the most recently completed calendar quarter of Licensee (October through December, January through March, April through June, and must show for all July through September) and will show: 6.4.1 the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Patent Products sold by LicenseeLicensee and reported to Licensee as sold by its sublicensees during the most recently completed calendar quarter; 9.3.2. 6.4.2 the number of each type of Licensed Product soldPatent Products sold or distributed by Licensee and reported to Licensee as sold or distributed by its sublicensees; 9.3.3. 6.4.3 the royalties, in U.S. dollars, payable under this Agreement on those sales;hereunder with respect to Net Sales; and 9.3.4. 6.4.4 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 6.5 If no sales of Licensed Patent Products have been made during any required reporting periodperiod after the first commercial sale of a Patent Product, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May 31November 30, 2003, 1993 and semi-annually thereafter, Licensee the licensee shall submit to Berkeley Lab The Regents a progress report covering the Licensee's ’s activities related to the development and testing of all Licensed the Products. These progress reports shall cover the period beginning July 1 through December 31 and January 1 through June 30 respectively. These progress reports shall be made for the Technology Products and the obtaining Software Products) until the first commercial sale of such Technology Product and Software Products (or the functional equivalent of the governmental approvals necessary for marketing Licensed Software Products. Licensee shall make these ) occurs anywhere in the world, provided, however, that such progress reports until shall continue to be provided to The Regents to cover the later progress of the completion research, development and commercialization of the milestones listed Products in Exhibit C or the United States until their first commercial sales of any Licensed Product start. 8 of 25 L-03-1370sale in the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must include, Paragraph 6.1 shall include but not be limited to, the following topics: 9.2.1. topics and such other topics as may be mutually agreed upon by the parties hereto so that The Regents may be able to determine the progress of the development of the Products and may also be able to determine whether or not Licensee has met its diligence obligations set forth in Article 5 (DUE DILIGENCE) above: • summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; • summary of work in progress; 9.2.4. current schedule of anticipated milestones; and 9.2.5. , • market plans for and introduction of Licensed Products; and 9.2.6. number of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licensee. 9.36.3 The Licensee also agrees to report to The Regents in its immediately subsequent royalty report the date of first commercial sale or Distribution of each Product in the U.S. and in each other country. Upon the earlier of five years after the Effective Date or after This document has been redacted pursuant to a confidential treatment request. The * symbol denotes redacted information. 6.4 After the first commercial sale of a Licensed Technology Product anywhere in and a Software Product, the world, Licensee shall make will provide the Regents with quarterly royalty reports to Berkeley Lab on or before each February 28, May 31, August 31 and November 30 of each year. Each such royalty report must will cover the Licensee’s most recently completed calendar quarter (October through December, January through March, April through June, and must show for all sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price of each type of Licensed Product sold by Licensee; 9.3.2. the number of each type of Licensed Product sold; 9.3.3. the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicense, if anyJuly through September) and will show: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. If no sales of Licensed Products have been made during any required reporting period, Licensee shall make a statement to this effect.

PROGRESS AND ROYALTY REPORTS. 9.1. 6.1 Beginning May 31February 28, 20031996, and semi-annually thereafter, Licensee shall will submit to Berkeley Lab The Regents a progress report covering Licensee's activities by Licensee related to the development development, including clinical trials and testing testing, of all Licensed Patent Products and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports until will be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Patent Products until their first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 6.2 The progress reports Licensee submits submitted under paragraph 9.1 must Paragraph 6.1 will include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of Patent Products: • summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; • summary of work in progress; 9.2.4. ; • current schedule of anticipated milestonesevents or milestones specified in Paragraph 5.3 and the datas when said milestones have been met or will be met, as of the time of the report; and 9.2.5. • market plans for introduction date of Licensed Patent Products; and 9.2.6. number and • activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 6.3 Licensee will also report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after first commercial sale of a Patent Product(s) in each country where the Effective Date or after Licensee has sought marketing approval. 6.4 After the first commercial sale of a Licensed Product anywhere in the worldPatent Product, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 31, and November 30 of each year. Each such royalty report must will cover the most recently completed calendar quarter of Licensee (October through December, January through March, April through June, and must show for all July through September) and will show: 6.4.1 the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price and Net Sales of each type of Licensed Product Patent Products sold by LicenseeLicensee and reported to Licensee as sold by its sublicensees during the most recently completed calendar quarter; 9.3.2. 6.4.2 the number of each type of Licensed Product soldPatent Products sold or distributed by Licensee and reported to Licenses as sold or distributed by its sublicensees; 9.3.3. 6.4.3 the royalties, in U.S. dollars, payable under this Agreement on those sales;hereunder with respect to Net Sales; and 9.3.4. 6.4.4 the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicenseused, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. 6.5 If no sales of Licensed Patent Products have been made during any required reporting periodperiod after the first commercial sale of a Patent Product, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 9.1 Beginning May March 31, 2003, 2001 and semi-annually thereafter, Licensee shall submit to Berkeley Lab The Regents a written progress report covering Licensee's (and any Affiliate's or sublicensee's) activities related to the development and testing of all Licensed Products Product and the obtaining of the governmental approvals necessary for marketing marketing. Progress reports are required for each Licensed Products. Licensee shall make these progress reports Product until the later first commercial sale of that Licensed Product occurs in the completion of the milestones listed in Exhibit C or U.S. and shall be again required if commercial sales of any such Licensed Product start. 8 of 25 L-03-1370 9.2are suspended or discontinued. The Regents shall safeguard progress reports Licensee submits with the same degree of care as it exercises with its own data of a similar nature. 9.2 Progress reports submitted under paragraph Paragraph 9.1 must shall include, but are not be limited to, the following topics: 9.2.1. : - summary of work completed related to the requirements of Exhibit C; 9.2.2. key scientific discoveries; 9.2.3. completed; - summary of work in progress; 9.2.4. ; - current schedule of anticipated events or milestones; and 9.2.5. - market plans for introduction of Licensed ProductsProduct; and 9.2.6. number and - a summary of full-time equivalent employees or agents resources (FTEsdollar value) working on spent in the development of Licensed Products and overall number of FTEs employed by Licenseereporting period. 9.3. Upon 9.3 Licensee has a continuing responsibility to keep The Regents informed of the earlier large or small business entity status (as defined by the U.S. Patent and Trademark Office) of five years after itself and its sublicensees and Affiliates. 9.4 Licensee shall report to The Regents in its immediately subsequent progress and royalty report the Effective Date or after date of first commercial sale of a Licensed Product in each country. 9.5 After the first commercial sale of a Licensed Product anywhere in the world, Licensee shall make quarterly royalty reports to Berkeley Lab The Regents on or before each February 2828 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30 and November 30 (for the quarter ending September 30) of each year. Each royalty report must will cover the Licensee's most recently completed calendar quarter and must will show for all (a) the gross sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price of each type and Net Sales of Licensed Product sold by Licensee; 9.3.2. during the most recently completed calendar quarter; (b) the number of each type of Licensed Product sold; 9.3.3. ; (c) the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. with respect to sales of Licensed Product; (d) the method used to calculate the royalty; and (e) the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicense, if any: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Productused. 9.4. 9.6 If no sales of Licensed Products Product have been made during any required reporting period, Licensee shall make then a statement to this effecteffect is required.

PROGRESS AND ROYALTY REPORTS. 9.1. 8.1 Beginning May 31, 2003, one year from the effective date recited on page one of this Agreement and semi-annually thereafter, the Licensee shall submit to Berkeley Lab The Regents a progress report covering the Licensee's activities related to the development and testing of all Licensed Products each Product and the obtaining of the governmental approvals necessary for marketing Licensed Productsmarketing. Licensee shall make these These progress reports until shall be provided to The Regents to cover the later progress of the completion research and development of the milestones listed Product until its first commercial sale in Exhibit C or commercial sales of any Licensed Product start. 8 of 25 L-03-1370the United States. 9.2. 8.2 The progress reports Licensee submits submitted under paragraph 9.1 must section 8.1 shall include, but not be limited to, the following topics: 9.2.1. topics so that The Regents may be able to determine the progress of the development of each Product and may also be able to determine whether or not Licensee has met its diligence obligations set forth in Article 6 (DUE DILIGENCE) above: - summary of work completed related to the requirements of Exhibit C; 9.2.2. - key scientific discoveries; 9.2.3. discoveries - summary of work in progress; 9.2.4. progress - current schedule of anticipated milestones; and 9.2.5. events or milestones - market plans for introduction of Licensed Products; and 9.2.6. number each Product - activities of full-time equivalent employees or agents (FTEs) working on the development of Licensed Products and overall number of FTEs employed by Licenseesublicensees, if any. 9.3. Upon 8.3 The Licensee also agrees to report to The Regents in its immediately subsequent progress and royalty report the earlier date of five years after the Effective Date or after first commercial sale of a Product in each country. 8.4 After the first commercial sale of a Licensed Product anywhere in Product, the world, Licensee shall make will provide The Regents with quarterly royalty reports to Berkeley Lab The Regents on or before each February 28, May 31, August 31 and November 30 of each year. Each such royalty report must will cover the Licensee's most recently completed calendar quarter (October through December, January through March, April through June, and must show for all sales (or other disposition in accordance with paragraph 2.9): 9.3.1. the Selling Price of each type of Licensed Product sold by Licensee; 9.3.2. the number of each type of Licensed Product sold; 9.3.3. the royalties, in U.S. dollars, payable under this Agreement on those sales; 9.3.4. the exchange rates used in calculating the royalty due; 9.3.5. the royalties on government sales that otherwise would have been due under paragraph 7.10; and 9.3.6. for each sublicense, if anyJuly through September) and will show: (1) the sublicensee; (2) the information set forth in paragraphs 9.3.1 to 9.3.5 for that sublicensee's sales or other disposition of Licensed Product. 9.4. If no sales of Licensed Products have been made during any required reporting period, Licensee shall make a statement to this effect.