Common use of Records Reports and Payments Clause in Contracts

Records Reports and Payments. 8.1 The Company will keep and maintain, and will require any and all of its Affiliates and sublicensees to keep and maintain, complete, accurate, and correct records and books relating to the sale or lease of the Licensed Products for four (4) years following the end of the calendar year to which such records and books pertain. 8.2 The Company will render to WFUHS calendar quarter reports for each calendar quarter during the term hereof. Within thirty (30) days following (i) each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicable: (i) an accounting for all Licensed Products sold, distributed or used; (ii) gross receipts from the sale of Licensed Products; (iii) any applicable reductions calculated as provided in the definition of “Net Sales” hereunder; (iv) total Net Sales; (v) total of all milestone payments due and payable to WFUHS; and (vi) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then due. The Company will remit to WFUHS with each such report the amount of royalty and other payments shown thereby to be due. If no sales of Licensed Products were made during any calendar quarter, the Company will provide to WFUHS a statement to that effect. 8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable to the Company, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined owed but not paid will be paid promptly to WFUHS with interest accruing from the date finally determined at the rate of [********] per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar year. 8.4 Royalty or other payments will be paid in United States dollars to WFUHS in Winston-Salem, North Carolina, or at such other place as WFUHS may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, the conversion will be made by using the average exchange rate at a first-class foreign exchange bank for the calendar quarter period to which such royalty payments relate.

Records Reports and Payments. 8.1 The Company 9.1 Tengion will keep and maintain, maintain and will require any and all of its Affiliates Affiliates, its joint venture partners, its co-promoters and sublicensees their respective Sublicensees to keep and maintain, maintain complete, accurate, accurate and correct records and books relating to the sale sale, lease, use or lease disposition of the Licensed Products and any and all payments or consideration associated with this Agreement for four five (45) years following the end of the calendar year to which such records and books pertain. 8.2 The Company 9.2 Tengion will render provide to WFUHS calendar quarter written reports as described below for each calendar quarter as of January 1, April 1, July 1 and October 1 of each calendar year during the term hereofDuration of this Agreement. Within thirty forty-five (3045) days following (i) of the end of each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5quarter, if applicable, the Company Tengion will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicableinformation: (ia) an accounting for any and all Licensed Products sold, distributed distributed, transferred, used or usedleased during the previous quarter; (iib) gross receipts from the sale of Licensed ProductsProducts during the previous quarter; (iiic) any applicable reductions calculated deductions from gross sales as provided in Article 1.33 of this Agreement during the definition of “previous quarter; * Confidential Treatment Requested 22 (d) total Net Sales” hereunderSales during the previous quarter; (ive) names and addresses of all Sublicensees and the total Net Salescash and Equivalent Value of non-cash consideration received from Sublicensees during the previous quarter; (vf) total of all milestone payments due and payable to WFUHS; and (vi) total royalties, sublicense revenues, milestone payments royalties and any and all other payments or consideration under this Agreement then due. The Company ; and (g) material events that have occurred since the last report relating to the development of the Licensed Products. 9.2.1 Tengion will remit to WFUHS with each such report and on the date specified above the full amount of royalty any and other payments shown thereby to be all consideration due. If no sales sales, leases or transfers of the Licensed Products were made during any calendar quarter, the Company Tengion will provide to WFUHS a statement to that effect. Prior to the first sale of a Licensed Product, Tengion will annually provide WFUHS with a brief summary of progress made by Tengion, its Affiliates, its joint venture partners, its co-promoters and their respective Sublicensees towards the commercialization of Licensed Products. 8.3 9.3 Tengion will provide within one hundred fifty (150) days following the end of Tengion’s fiscal year copies of the audited consolidated financial statements of Tengion for the preceding year including statements of income and cash flows, a balance sheet, the auditor’s report thereon and any management letters that related to, or would reasonably affect the performance of Tengion under, this Agreement. Once it is subject to the public reporting requirements under the Securities Exchange Act of 1934, as amended, Tengion will provide such audited annual financial statements within ninety (90) days after the end of each fiscal year. 9.4 The books and records of account relating to sales of Licensed Products kept by the Company Tengion pursuant to Article 9.1 above shall be made available upon reasonable notice, during normal business hours once per fiscal year for examination by an auditor chosen by WFUHS and reasonably acceptable to the Company, one or more independent auditors of WFUHS’s choosing who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, Tengion to examine such books and records to verify all amounts payable to WFUHS under this Agreement and make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by Tengion. Such copies will be provided at no cost to WFUHS. Each such review shall be performed diligently and shall be completed within a reasonable time of its commencement, which in no event shall be more than thirty (30) days. WFUHS may audit only the Companyperiods for which records are required to be kept under Article 9.1 and only while Tengion is obligated under Article 9.1 to maintain such records. WFUHS may audit any given period only once. Any amount determined found to have been owed but not paid will be paid promptly to WFUHS with interest accruing from the date finally determined at the rate of [********] * per year. Any amount overpaid will be credited against future payments until the amount of the overpayment is exhausted. In the event any such audit shows that the Company Tengion has underpaid its royalty obligation hereunder by [********] * or more during any calendar quarter, the Company Tengion will reimburse WFUHS for the out-of-pocket expenses actually incurred WFUHS’s reasonable actual costs of such auditor for such audit. WFUHS may conduct no more than one (1) audit per calendar year.* Confidential Treatment Requested 23 8.4 9.5 Royalty or other payments will be paid in United States dollars U.S. Dollars to WFUHS in Winston-Salem, North Carolina, or at such other place as WFUHS may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales sales converted from foreign currency, the such conversion will be made by using the average exchange rate at a first-class foreign exchange bank prevailing on the last business day of the quarter, as published in the Wall Street Journal for the calendar quarter period to which such royalty payments relate.

Records Reports and Payments. 8.1 The 9.1 Company will keep and maintain, maintain and will require any and all of its Affiliates and sublicensees to keep and maintain, maintain complete, accurate, and correct records and books relating to the sale or lease of the Licensed Products for four (4) [**] years following the end of the calendar year to which such records and books pertain. 8.2 The 9.2 Company will render to WFUHS FHCRC calendar quarter reports for each calendar quarter during the term hereofof this Agreement. Within thirty (30) [**] days following (i) each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5quarter, if applicable, the Company will provide to WFUHS FHCRC on behalf of both FHCRC a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) [**] day period, period as applicable: (ia) an accounting for all Licensed Products sold, distributed distributed, used or usedleased; (iib) gross receipts from the sale sales of Licensed Products; (iiic) any applicable reductions calculated deductions, allowances, and charges as provided in the definition Section 1.4 of “Net Sales” hereunderthis Agreement; (ivd) total Net Sales; (ve) total of all milestone payments due and payable to WFUHSFHCRC; and (vif) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then due. The . 9.2.1 Company will remit to WFUHS FHCRC on behalf of both FHCRC with each such report the amount of royalty and other payments shown thereby to be due. If no sales or leases of the Licensed Products were made during any calendar quarter, the Company will provide to WFUHS FHCRC a statement to that effect. 8.3 The 9.3 During the term of this Agreement and for [**] years thereafter, the books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable to the Companyone or more auditors of FHCRC’ choosing, who will be permitted to enter upon the premises of the Company and, at WFUHS’s FHCRC’ expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined found to have been owed but not paid will be paid promptly to WFUHS FHCRC with interest accruing from the date finally determined at the rate of [**] percent ([******] ]%) per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by $[********] or more during any calendar quarter, the Company will reimburse WFUHS FHCRC for the out-of-pocket expenses actually incurred expense for such audit. WFUHS may FHCRC shall conduct no more than one (1) audit [**] per calendar year. 8.4 9.4 Royalty or other payments will be paid in United States dollars to WFUHS FHCRC in Winston-Salem, North CarolinaSeattle Washington, or at such other place as WFUHS FHCRC may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the which Company is required by law to withhold on remittance of the royalty royally payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS FHCRC through FHCRC with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, the such conversion will be made by using the average exchange rate at a first-class foreign exchange bank for the calendar quarter period to which such royalty payments relate.

Records Reports and Payments. 8.1 The Company 7.1 Chondrial will keep and maintain, maintain and will require any and all of its Affiliates Affiliates, and sublicensees their respective Sublicensees to keep and maintain, maintain complete, accurate, accurate and correct records and books relating to the sale sale, lease, use or lease disposition of the Licensed Products and any and all payments or consideration associated with this Agreement for four at least three (43) years following the end of the calendar year to which such records and books pertain. 8.2 The Company 7.2 Chondrial will render provide to WFUHS calendar quarter written reports annually from the Effective Date of this Agreement until the first commercial sale of a Licensed Product, and thereafter for each calendar quarter as of January 1, April 1, July 1 and October 1 of each calendar year during the term hereof. Within thirty remaining Term of this Agreement, the written reports to be provided within forty five (3045) days following (i) of the end of each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5period, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicableinformation: (ia) an Milestones achieved, Sublicenses signed, Affiliates developed; b) accounting for any and all Licensed Products sold, distributed distributed, transferred, used or usedleased; (iic) gross receipts from the sale of Licensed Products; (iiid) any applicable reductions calculated deductions, allowances and charges as provided in the definition of “Net Sales” hereunder; (ive) total Net Sales; (v) total of all milestone payments due and payable to WFUHS; and (vif) total royalties, sublicense revenues, milestone payments sharing of consideration received from Sublicensees and any and all other payments or consideration under this Agreement then due. The Company . 7.2.1 Chondrial will remit give to WFUHS with each such report and on the date specified above the full amount of royalty any and other all payments shown thereby to be due. If Following the date of first commercial sale of a Licensed Product, if no sales or leases of the Licensed Products were made during any calendar quarter, the Company Chondrial will provide to WFUHS a statement to that effect. Prior to the first commercial sale of a Licensed Product, Chondrial will annually provide WFUHS with a brief summary of progress made by Chondrial, its Affiliates and their respective Sublicensees towards the commercialization of the Licensed Products. 8.3 7.3 The books and records of account relating to sales of Licensed Products kept by the Company Chondrial pursuant to Section 7.1 above shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and one or more independent auditors of WFUHS’s choosing, reasonably acceptable to the CompanyChondrial, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, Chondrial to examine such books and records to verify all amounts payable to WFUHS under this Agreement and make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by Chondrial; provided, however, that such examination will occur no more than once per calendar year and that such auditor(s) will enter into confidentiality agreements reasonably acceptable to Chondrial. Said copies will be provided to the Companyauditor without cost to Chondrial. Any amount determined found to have been owed but not paid will be paid promptly to WFUHS with simple interest accruing from the date finally determined at the an annual rate of equal to [********] per yearabove the prime rate published in the Eastern edition of The Wall Street Journal at the beginning of the period of arrearage. Any amount found to have been paid but not owed will credited against future payments to WFUHS. In the event any such audit shows that the Company Chondrial has underpaid its royalty obligation hereunder by [********] or more more, during any calendar quarteryear, the Company Chondrial will reimburse WFUHS for the WFUHS’s reasonable out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar year. 8.4 7.4 Royalty or other payments will be paid in United States dollars U.S. Dollars to WFUHS in Winston-Salem, North Carolina, or at such other place as WFUHS may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales sales converted from foreign currency, the such conversion will be made by using the average exchange rate at a first-class foreign exchange bank for published in the U.S. edition of the Wall Street Journal on the last day of the calendar quarter period to which such royalty payments relate. 7.5 If laws or regulations require that any other taxes be withheld by Chondrial from any payments hereunder, the parties shall determine how the appropriate tax payment can be made and take appropriate steps to ensure that such payments be made, it being understood that Chondrial will use is Commercially Reasonable Efforts to cooperate with WFUHS to minimize any such amounts to be withheld.

Records Reports and Payments. 8.1 The Company will confidential portion has been omitted pursuant to a request for confidential treatment and the omitted material, consisting of approximately 4 pages has been filed separately with the Commission. 5.1. ▇▇▇▇▇▇ shall keep complete and maintain, and will require any and all of its Affiliates and sublicensees to keep and maintain, complete, accurate, and correct accurate records and books relating to the sale or lease of the account containing all particulars and reasonable supporting documentation concerning all Licensed Products made, imported, used, offered for four (4) years following sale, sold or otherwise distributed by ▇▇▇▇▇▇ or Related Companies under this Agreement, the end Gross Invoice Amount for Licensed Products and the calculation of the calendar year to which amounts payable under this Agreement. ▇▇▇▇▇▇ shall retain such records and books pertainfor at least three (3) years after ▇▇▇▇▇▇ pays Photobit the applicable royalties. ▇▇▇▇▇▇ shall require Related Companies to maintain such records and books as are necessary for ▇▇▇▇▇▇ to comply with the foregoing obligations. During such three (3) year period, within a reasonable time after receipt of notice from Photobit, ▇▇▇▇▇▇ shall allow a certified public accountant selected by Photobit and acceptable to ▇▇▇▇▇▇ to examine during business hours, no more often than annually, any such records and books. Photobit shall neither use nor disclose to any third party except Cal Tech any confidential information learned through an examination of such records and books for any purpose other than determining and enforcing Photobit's rights under this Agreement. 8.2 The Company will 5.2. On or before the last day of each February, May, August and November for so long as royalties are payable under this Agreement, ▇▇▇▇▇▇ shall render to WFUHS calendar quarter reports for each calendar quarter Photobit a report in writing, setting forth by model the number of units of Licensed Products manufactured and the number of units distributed during the term hereof. Within thirty (30) days following (i) each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicable: (i) an accounting by ▇▇▇▇▇▇ and Related Companies and the Gross Invoice Amount for all Licensed Products sold, distributed or used; (ii) gross receipts from the sale of Licensed Products;. Each such reports shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due to Photobit. (iii) 5.3. If ▇▇▇▇▇▇ fails to make any applicable reductions calculated as provided in the definition of “Net Sales” hereunder; (iv) total Net Sales; (v) total of all milestone payments due and payable to WFUHS; and (vi) total royalties, sublicense revenues, milestone payments and any and all other payments payment required under this Agreement then when due. The Company will remit to WFUHS with each , ▇▇▇▇▇▇ shall pay interest on such report the amount of royalty and other payments shown thereby to be due. If no sales of Licensed Products were made during any calendar quarter, the Company will provide to WFUHS a statement to that effect. 8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by at an auditor chosen by WFUHS and reasonably acceptable annual rate equal to the Companylowest prime or base rate as published by The Wall Street Journal on or nearest to the date on which the payment is due plus four percent (4%), who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined owed but not paid will be paid promptly to WFUHS with which interest accruing shall accrue from the date finally determined at the payment is due until the date such payment is made in full. If such rate exceeds the rate of [********] per year. In allowed by applicable law, then the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar year. 8.4 Royalty or other payments will be paid in United States dollars to WFUHS in Winston-Salem, North Carolina, or at such other place as WFUHS may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required highest rate allowed by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, the conversion will be made by using the average exchange rate at a first-class foreign exchange bank for the calendar quarter period to which such royalty payments relateshall apply.

Records Reports and Payments. 8.1 The Company will keep and maintain, and will require any and all of its Affiliates and sublicensees 4.1 Licensee agrees to keep full, true and maintain, complete, accurate, and correct accurate records and books relating of account in sufficient detail to the sale or lease permit convenient calculations of the Licensed Products payments payable hereunder by Licensee. Licensee agrees to permit its books and records to be examined during normal business hours upon reasonable notice by Licensor, or on its behalf by an auditor, accountant or other agent appointed or employed by Licensor, to verify the accuracy of the reports provided for four in this Article IV. 4.2 Licensee agrees to report to Licensor, not later than thirty (430) years calendar days following the end last day of the March, June, September and December in each calendar year to which such records and books pertain. 8.2 The Company will render to WFUHS calendar quarter reports for each calendar quarter during the term hereof. Within , providing detailed information as to the Licensed Products manufactured by Licensee during the preceding calendar quarter. 4.3 In the event of termination or expiration of this Agreement, Licensee, within thirty (30) calendar days after the date of such termination or expiration, shall furnish to Licensor a written statement setting forth detailed information as to the Licensed Products manufactured by Licensee since the end date of the most previous report submitted pursuant to Section 4.2 of this Agreement. 4.4 Each report submitted under Sections 4.2 and 4.3 of this Agreement shall be accompanied by full payment of the royalty accrued with respect to the period covered by such report. 4.5 In the event that Licensor conducts an audit or examination of Licensee's book and records to confirm the reports and royalties paid under this Agreement, the cost thereof shall be borne by Licensor unless accounting or payment errors aggregating five percent (5%) or more are found, in which case the cost of such audit shall be reimbursed to Licensor by Licensee within thirty (30) days following (i) each such calendar quarter and (ii) expiration after Licensee is notified of the sixty (60) day period error and the cost of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter audit or sixty (60) day period, as applicable: (i) an accounting for all Licensed Products sold, distributed or used; (ii) gross receipts from the sale of Licensed Products; (iii) any applicable reductions calculated as provided in the definition of “Net Sales” hereunder; (iv) total Net Sales; (v) total of all milestone payments due and payable to WFUHS; and (vi) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then due. The Company will remit to WFUHS with each such report the amount of royalty and other payments shown thereby to be due. If no sales of Licensed Products were made during any calendar quarter, the Company will provide to WFUHS a statement to that effectexamination. 8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable to the Company, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report 4.6 All payments required to be rendered by the Company. Any amount determined owed but paid hereunder, which are not paid will be paid promptly to WFUHS with when due, shall accrue interest accruing from the date finally determined thereon at the rate greater of [********] (a) twelve percent (12%) per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar year. 8.4 Royalty or other payments will be paid in United States dollars to WFUHS in Winston-Salem, North Carolinaannum, or at such other place (b) the prime rate (as WFUHS may reasonably designate consistent with from time to time in effect) plus four percent (4%), but in no event greater than the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required maximum amount permitted by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, the conversion will be made by using the average exchange rate at a first-class foreign exchange bank for the calendar quarter period to which such royalty payments relatelaw.

Records Reports and Payments. 8.1 The Company Chondrial will keep and maintain, maintain and will require any and all of its Affiliates Affiliates, and sublicensees their respective Sublicensees to keep and maintain, maintain complete, accurate, accurate and correct records and books relating to the sale sale, lease, use or lease disposition of the Licensed Products and any and all payments or consideration associated with this Agreement for four at least three (43) years following the end of the calendar year to which such records and books pertain. 8.2 The Company Chondrial will render provide to WFUHS calendar quarter IURTC written reports annually from the Effective Date of this Agreement until the first commercial sale of a Licensed Product, and thereafter for each calendar quarter as of January 1, April 1, July 1 and October 1 of each calendar year during the term hereof. Within thirty remaining Term of this Agreement, the written reports to be provided within forty-five (3045) days following (i) of the end of each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5period, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicableinformation: (ia) an Milestones achieved, Sublicenses signed, Affiliates developed; (b) accounting for any and all Licensed Products sold, distributed distributed, transferred, used or usedleased; (iic) gross receipts from the sale of Licensed Products, the serial numbers of the patent applications and patents of the Licensed Patents that may cover each Licensed Product; (iiid) any applicable reductions calculated deductions, allowances and charges as provided in the definition of “Net Sales” hereunder; (iv) total Net Sales; (ve) total of all milestone payments due and payable to WFUHSNet Sales; and (vif) total royalties, sublicense revenues, milestone payments sharing of Sublicense Consideration and any and all other payments or consideration under this Agreement then due. The Company . 8.2.1 Chondrial will remit give to WFUHS IURTC with each such report and on the date specified above the full amount of royalty any and other all payments shown thereby due, provided that if Chondrial in good faith has a bona fide dispute with respect any such payment it will be required to pay only such amount which is not in dispute and the disputed amount will be dueplaced in escrow as described below. If Following the date of first commercial sale of a Licensed Product, if no sales or leases of the Licensed Products were made during any calendar quarter, the Company Chondrial will provide to WFUHS IURTC a statement to that effect. Prior to the first commercial sale of a Licensed Product, Chondrial will annually provide IURTC with a brief summary of progress made by Chondrial, its Affiliates and their respective Sublicensees towards the commercialization of the Licensed Products. If Chondrial disputes the amount of payment, the payments payable to IURTC will be placed in an escrow account during the pendency of such action for distribution to the prevailing party. 8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall Chondrial pursuant to Section 8.1 above will be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and one or more independent auditors of IURTC’s choosing, reasonably acceptable to the CompanyChondrial, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, Chondrial to examine such books and records to verify all amounts payable to IURTC under this Agreement and make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by Chondrial; provided, however, that such examination will occur no more than once per calendar year and that such auditor(s) will enter into confidentiality agreements reasonably acceptable to Chondrial. Said copies will be provided to the Companyauditor without cost to Chondrial. Any amount determined owed but All payments not paid by Chondrial to IURTC when due will be paid promptly to WFUHS with interest accruing accrue interest, from the due date finally determined until payment is received by IURTC, at the an annual rate of equal to [********] per yearabove the prime rate published in the Eastern edition of The Wall Street Journal at the beginning of the period of arrearage (or the maximum allowed by law, if less). In the event of default in payment, collection agency’s fees of the delinquent balance and out-of-pocket attorney fees plus any applicable court costs will be added to the amount due to IURTC. Chondrial will reimburse IURTC within fifteen (15) days of each invoice for all such costs, and any interest on such costs will accrue at the rate described above with respect to late payments. Any amount found to have been paid but not owed will be credited toward future payments owed by Chondrial. In the event any such audit shows that the Company Chondrial has underpaid or overpaid its royalty obligation hereunder by [********] or more more, during any calendar quarteryear, the Company Chondrial will reimburse WFUHS IURTC for the IURTC’s reasonable out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar year. 8.4 Royalty or other payments will be paid in United States dollars U.S. Dollars to WFUHS IURTC in Winston-SalemIndianapolis, North CarolinaIndiana, or at such other place as WFUHS IURTC may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales sales converted from foreign currency, the such conversion will be made by using the average exchange rate at a first-class foreign exchange bank for published in the U.S. edition of the Wall Street Journal on the last day of the calendar quarter period to which such royalty payments relate. 8.5 If laws or regulations require that any other taxes be withheld by Chondrial from any payments hereunder, the parties will determine how the appropriate tax payment can be made and take appropriate steps to ensure that such payments be made, it being understood that Chondrial will use its Commercially Reasonable Efforts to cooperate with IURTC to minimize any such amounts to be withheld and Chondrial, upon written request from IURTC, will provide IURTC with all documents necessary for IURTC to seek any potential refunds. 8.6 Each party will keep the other parties fully informed promptly as to all issues relating to the safety, toxicity, efficacy and pharmacokinetics of all Licensed Products, and all research and development related thereto as to which such party has knowledge whether by way of its own research and development of Licensed Products, or that of its Affiliates or Sublicensees, or any other person who has had access thereto. For clarity, this provision is not to be interpreted as an obligation for IURTC to seek out issues related to safety, toxicity, efficacy, or pharmacokinetics, but only to inform Chondrial should it become aware of any such issues. Chondrial’s sole remedy, should IURTC breach this Section 8.6, is termination under Section 10.2.3.

Records Reports and Payments. 8.1 The Company 9.1.1 KCI will keep and maintain, maintain and will require any and all of its Affiliates and sublicensees to keep and maintain, complete, accurate, and correct maintain accurate records and books relating to the sale or lease of the Licensed Products or Processes for four (4) 5 years following the end of the calendar year to which such records and books they pertain. 8.2 9.1.2 The Company books and records of KCI and its sublicensees relating to this Agreement, and the associated premises, will render be open to WFUHS calendar quarter reports for each calendar quarter during inspection by Wake Forest at reasonable intervals, and Wake Forest will be entitled, at its own expense, to request a firm of certified public accountants to inspect the term hereof. Within thirty (30) days following (i) each such calendar quarter books and (ii) expiration records of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS KCI and its sublicensees and supply a written report setting forth the following information certificate with respect to the immediately preceding calendar quarter correctness of reports and payments due Wake Forest hereunder, and KCI and its sublicensees will grant such firm of certified public accountants all reasonable assistance necessary thereto. The information obtained during such inspections will be considered Confidential and Proprietary Information and will be subject to Section 8 of this Agreement whether or sixty (60) day not marked as confidential. 9.2.1 KCI will render to Wake Forest semi-annual reports for the six month periods ending the last days of June and December each year. Reports will be submitted before [***] of each year, and will show for the period, as applicable: (ia) an accounting All Licensed Products and/or Preissuance Products distributed, leased and/or sold. (b) Accounting for all the Licensed Products Processes and/or Preissuance Processes distributed, leased, used or sold, distributed or used;. (iic) gross receipts from the sale of Licensed Products; (iii) any Deductions applicable reductions calculated as provided in the definition of “Net Sales” hereunder;Section 1.9 or other credits provided in this Agreement. (ivd) total Net Sales; (v) total of all milestone payments due and payable to WFUHS; and (vi) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then Total royalties due. The Company KCI will remit to WFUHS Wake Forest with each such report the amount of royalty and other payments shown thereby to be due. If no sales or leases of the Licensed Products or Licensed Processes and/or Preissuance Products or Processes were made during any calendar quarterhalf year, the Company KCI will provide to WFUHS Wake Forest a statement to that effect. 8.3 The books and records 9.2.2 KCI will render to Wake Forest a similar report within 30 days after the termination of account relating to sales of Licensed Products kept the License under this Agreement, covering the period from the last date covered by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable last preceding report to the Company, who will be permitted to enter upon the premises date of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined owed but not paid will be paid promptly to WFUHS with interest accruing from the date finally determined at the rate of [********] per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no more than one (1) audit per calendar yeartermination. 8.4 Royalty or other payments will be paid in United States dollars to WFUHS in Winston-Salem, North Carolina, or at such other place as WFUHS may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. The Company will cooperate in all reasonable respects with WFUHS, at WFUHS’ expense, in WFUHS’ filing of documents or in pursuing other actions deemed appropriate by WFUHS to reclaim any such taxes paid to local, state, or federal governments on a country-by-country basis to which WFUHS may be entitled pursuant to the laws of that locale, state or country. The Company will furnish WFUHS with original copies of all official receipts for such taxes. If any royalties hereunder are based on Net Sales converted from foreign currency, the conversion will be made by using the average exchange rate at a first-class foreign exchange bank for the calendar quarter period to which such royalty payments relate.