Common use of Reports and Payments Clause in Contracts

Reports and Payments. a. Within [***] after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales of Products by Company, Sublicensees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises and sent to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTE. Company is required to send the Payment Report whether or not any payments are due. c. In the event that this Agreement terminates or expires, Company shall pay AzTE any and all amounts on Products manufactured on or before the date of such termination or expiration, together with a Payment Report for such payments in accordance with Section 5a hereof. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTE. Royalty statements shall show sales both in the local currency and U.S. dollars, with the exchange rate used clearly stated. f. Company shall maintain usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE may have an independent certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] before the first day of the calendar year in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any calendar year, Company shall pay, within [***] after demand by AzTE, the costs and expenses of such review (including the fees charged by AzTE’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTE’s accountant or auditor and attorney with all information reasonably requested, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, royalty reports (including those from Sublicensees), cost information, pricing policies, and agreements with and relevant financial information from other parties (including Sublicensees and their Affiliates, as well as Affiliates of Company). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***].

Reports and Payments. a. Within [***] days after the first business day of each calendar quarter [***] of each License Year of this Agreement, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter [***] (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees Sublicensees, Designees and their Affiliates during such calendar quarter[***], together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units soldsold ; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter [***] together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTEColumbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter [***] covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona The Trustees of Columbia University in the City of New York Columbia Technology Enterprises SkySong – Arizona State University ▇▇▇▇ Ventures P.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE Columbia may specify by notice hereunder, or, or if requested by AzTEColumbia, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTEColumbia. Company is required to send the Payment Report [***] royalty statement whether or not any royalty payments are due. c. In Within [***] days after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is dueaccordance with Section 4b(ii)(B). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***]] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTEColumbia. Royalty statements shall show sales both in the local currency and U.S. US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once [***] per calendar year, AzTE Columbia may have an independent national certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the calendar year [***] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any calendar year[***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], Company shall pay, within [***] days after demand by AzTEColumbia, the costs and expenses of such review (including the fees charged by AzTEColumbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s the independent accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide AzTEColumbia’s accountant or auditor and in-house attorney with all information reasonably requestedto audit and test for completeness, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports (including those from Sublicensees)reports, cost information, pricing policies, and agreements with and relevant financial information from other third parties (including Sublicensees and their AffiliatesSublicensees, as well as Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTEColumbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***]] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable law New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***]Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within No later than [***] days after the first business day of each calendar quarter [***] of each License Year of this AgreementAgreement commencing with the calendar year during which the first bona fide commercial sale of a Product to a Third Party occurs, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter [***] (the “Payment Report”) statingthat includes the following: (i) ▇. ▇▇▇▇▇ and Net Sales of Products by Company, Sublicensees Sublicensees, Designees and their Affiliates during such calendar quarter[***], together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) . Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter [***] together with the respective payment reports received by Company from any Sublicensees; and; (iii) . A calculation under Section 4 of the amounts due to AzTEColumbia, making reference to the applicable subsection thereof; and iv. The exact date of the first commercial sale of a Product in the first Payment Report for such Product. b. v. A copy of each report any Sublicensee has sent to Company that is pertinent to any royalties or other sums owing to Company for the preceding [***]; provided, however, that any portions of such reports that are not necessary for Columbia to assess the amounts payable to it hereunder may be subject to reasonable redaction as necessary for Kures (or its Sublicensees) to comply with obligations of confidentiality. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter [***] covered by the Payment Report. Payment Company shall be pay by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona The Trustees of Columbia University in the City of New York Columbia Technology Enterprises SkySong – Arizona State University Ventures ▇▇▇▇ .▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE Columbia may specify by notice hereunder, or, or if requested by AzTEColumbia, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTEColumbia. Company is required shall pay for all bank charges for the wire transfer of funds for payments to Columbia and shall not deduct bank charges from the total amount due to Columbia. Company shall send the Payment Report [***]royalty statement whether or not any royalty payments are due. c. In b. No later than [***] days after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due under this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with this Section 5a hereof5, except that such Payment Report will cover the period from the end of the last [***] before termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be is deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty c. Annual fee payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is dueaccordance with Section 4b(ii). e. d. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. Royalty For royalty payments for transactions outside the United States States, Company shall first be determined determine the royalty in the currency of the country in which they are it is earned, and then converted that currency to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***]] in which the royalties were earned. Any Company shall pay any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Companysource, and shall not be used to decrease the amount of royalties due to AzTEColumbia hereunder. Royalty statements shall will show sales both in the local currency and U.S. US dollars, with the applicable exchange rate used clearly stated. f. e. Company shall maintain usual at its principal office books of account and records showing its actions under this Agreement, and sufficient to reasonably determine the Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once [***] per calendar year, AzTE Columbia may have an independent certified public accountant or independent auditor, and an attorney auditor (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the calendar year [***] in which the review is requested. In the event that If such a review shows that the Company has underpaid royalties by [***] or more with respect to concerning any calendar year, Company shall pay, within [***] then the Company shall pay, no later than [***] days after a demand by AzTEColumbia, the costs and expenses of such review (including the fees charged by AzTEColumbia’s accountant and in house attorney involved in the review), in addition to the amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. The Company agrees to cooperate fully with AzTEColumbia’s accountant or auditor and in house attorney in connection with any such review. During the review, the Company shall provide AzTEColumbia’s accountant or auditor and attorney with all information reasonably requestedrequested to allow the accountant or auditor and in- house attorney to audit and test for completeness, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, Sublicensee royalty reports (including those from Sublicensees)reports, cost information, pricing policies, and agreements with and relevant financial information from other parties (including Sublicensees and their AffiliatesSublicensees, as well as the Designees, the Affiliates of Companythe Company and the customers). g. f. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTEColumbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) due shall bear interest, for the period for which such payment was not paid when due, at the U.S. prime rate plus [***]] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable law New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate Columbia shall be credited credit or refunded refund (at the Company’s option) to the Company the interest paid in excess of the maximum rate. All information provided under this Section 5(f) shall be considered Company’s Confidential Information hereunder, whether or not marked or otherwise designated as such. g. Company shall reimburse Columbia for any reasonable costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose. h. [***]Company shall submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales of Products by Company, Sublicensees, Designees and their Affiliates to Columbia for its internal budget purposes.

Reports and Payments. a. Within [***] forty-five (45) days or (if all or some royalties for such calendar quarter are based on sales by Sublicensees or Designees) sixty (60) days after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees Sublicensees, Designees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold, and identification whether the Product is a Patent Product or Other Product; (ii) Amounts accruing to, and amounts Sublicense Revenue received by, by Company from its Sublicensees during such calendar quarter together with the respective payment reports (which may be redacted for information not relevant to the calculation of the Sublicense Revenue payment) received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereofColumbia. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona The Trustees of Columbia University in the City of New York Columbia Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance Ventures [***] [***] or to such other address as AzTE Columbia may specify by notice hereunder, or, or if requested by AzTEColumbia, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTEColumbia. Company is required to send the Payment Report quarterly royalty statement whether or not any royalty payments are due. c. In Within thirty (30) days after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. In the event that Company sublicenses Patents to a Sublicensee that does not qualify as a United States taxpayer, and payments to Company for such sublicense will be reduced by withholding taxes, the parties intend that Columbia will share proportionally and equitably with respect to such reductions in payment to Company. In such event, the parties will discuss in good faith a reasonable and fair apportionment of such responsibility and mechanism for such apportionment. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, dollars and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTEColumbia. Company and Columbia will cooperate reasonably in completing and filing documents required under provisions of any applicable tax Laws or under any other applicable Laws in connection with the making of or exemption from any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. Royalty statements shall show sales both in the local currency and U.S. US dollars, with the exchange rate used clearly stated. f. e. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE Columbia may have an independent a certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] five (5) years before the first day of the calendar year quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by an amount exceeding the lesser of (i) [***] or more with respect to any calendar quarter or (ii) [***] for any calendar quarter or an aggregate of [***] or more for any calendar year, Company shall pay, within [***] ten days after demand by AzTEColumbia, the reasonable out-of-pocket costs and expenses of such review (including the fees charged by AzTEColumbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Columbia may not inspect any period more than once, unless such period is subject to a dispute. Company agrees to cooperate fully with AzTEColumbia’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTEColumbia’s accountant or auditor and attorney with all information reasonably requestedrequested to audit and test for completeness, including without limitation, to the extent relevant, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports (including those from Sublicensees), cost informationreports, pricing policies, and agreements with and relevant financial information from other third parties (including Sublicensees and their AffiliatesSublicensees, as well as Designees, Affiliates of Company, Sublicensees and Designees, and customers). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***].

Reports and Payments. a. Within [***] after the first business day of each calendar quarter [*] of each License Year of this Agreement, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) ▇. ▇▇▇▇▇ and Net Sales of Products by Company, Sublicensees and their Affiliates the Sellers during such calendar quarter[*], together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, price and units sold; (ii) Amounts accruing to, and amounts . Net Sublicensing Revenue received by, by Company from its Sublicensees during such calendar quarter [*] together with the respective payment reports received by Company from any Sublicensees; and (iii) . A calculation under Section 4 of the amounts due to AzTEColumbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter [*] covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona The Trustees of Columbia University in the City of New York Columbia Technology Enterprises SkySong – Arizona State University Ventures ▇▇▇▇ .▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE Columbia may specify by notice hereunder, or, or if requested by AzTEColumbia, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTEColumbia. Company is required to send the [*] Payment Report whether or not any royalty payments are due. c. In Within [*] after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with Section 5a 5(a) hereof, except that such Payment Report shall cover the period from the end of the last [*] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is dueaccordance with Section 4(b)(ii)(C). e. With respect to revenues obtained by Company in foreign countriescurrency, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***]] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTEColumbia. Royalty statements shall show sales both in the local currency and U.S. US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable noticenotice to Company, but not more than once per calendar year[*], AzTE Columbia may have an independent certified public accountant or independent auditor, and an attorney auditor (each as reasonably acceptable to whom Company has no reasonable objectionCompany) inspect and copy such books and records during business hours at Company’s principal offices for purposes of verifying the accuracy of the amounts paid under this Agreement. Prior to any such inspection, Company may require the accountant or auditor to sign Company’s form non-disclosure agreement, and the accountant or auditor will be entitled to provide only the results of the audit to Columbia with a copy to Company. The review may cover a period of not more than [***] before the first day of the calendar year [*] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any calendar year], Company shall pay, within [***] after demand by AzTEColumbia, the costs and expenses of such review (including the fees charged by AzTEColumbia’s accountant and attorney or auditor involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s the accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTE’s the accountant or auditor with accurate and attorney with all complete information reasonably requestedas necessary to conduct the inspection, including including, without limitation, such information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports (including those from Sublicensees)reports, cost information, pricing policies, and agreements with third parties (including, and relevant financial to the extent applicable, such information from other parties (including Sublicensees and their Affiliates, as well as Affiliates of Companythe Sellers). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b16(b)), and without limiting any of AzTEColumbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [**], at the rate of [*]. Any interest charged or paid in excess of the maximum rate permitted by applicable law New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***]Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11(b) of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] sixty {60) days after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales Revenue of Licensed Products by Company, Sublicensees Sublicensees, Designees, and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net SalesRevenue, including Licensed Product names, country where manufactured, country where sold, actual selling price, and units sold, and an itemization of any Offsets taken against Net Revenue; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 5 of the amounts due to AzTEColumbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter covered by the Payment ReportReport in the manner specified by Columbia. Payment shall be by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance [*] [*] [*] [*] or to such other address as AzTE Columbia may specify by notice hereunder, or, if requested by AzTEColumbia, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [*] [*] [*] [*] Routing#: [*] Swift#: [*] Swift#: [*] Columbia Account#: [*] Beneficiary: [*] Other identifying info: include invoice invoice#, contract contract# or to such other bank and account identified by notice to Company by AzTEColumbia. The Company is required to send the Payment Report quarterly royalty statement whether or not any royalty payments are due. c. In Within thirty (30) days after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with Section 5a S(b) hereof, except that such Payment Report shall cover the period from the end of the last calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of the Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] shall be paid on the first day of January (or another date as mutually agreed upon in writing by the applicable anniversary Parties) of each calendar year following the Effective Date in which the minimum royalty is duefirst commercial launch of a Licensed Product. e. With respect to revenues obtained by the Company in foreign countries, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTEColumbia. Royalty statements shall show sales both in the local currency and U.S. US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine the Company’s compliance with its obligations hereunder. Such books and records shall be maintained for seven (7) years from the end of each period when royalties are payable. Upon reasonable notice, but not more than once per calendar year, AzTE Columbia may have an independent certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of to verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] five (5) years before the first day of the calendar year quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any calendar quarter, or if such underpayment is in excess of $5,000.00 for any calendar quarter, or an aggregate of $10,000 for any calendar year, Company shall pay, within [***] ten days after demand by AzTEColumbia, the costs and expenses of such audit review (including the fees charged by AzTEColumbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. The Company agrees to cooperate fully with AzTEColumbia’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTEColumbia’s accountant or auditor and attorney with all information reasonably requested, including without limitation, information relating to salessales and licenses, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, Third-Party royalty reports (including those from Sublicensees)reports, cost information, pricing policies, and agreements with and relevant financial information from other third parties (including Sublicensees and their AffiliatesSublicensees, as well as Designees, Affiliates of Company, Sublicensees and Designees, and customers). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b16(b)), and without limiting any of AzTEColumbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]compounded monthly, at the rate of 9% per annum. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake mistake, and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***]Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 12(b) of this Agreement), including the costs of engaging any collection agency for such purpose. i. Company shall submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales and licenses of Licensed Products by Company, Sublicensees, Designees, and their Affiliates for Columbia’s internal budget purposes.

Reports and Payments. a. Within [***] after On or before the first last business day of each calendar quarter February, May, August, and November of each License Year year of this Agreement, the Company shall submit to AzTE Licensor a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales of Products made by Company, Sublicensees the Company and their Affiliates any Affiliate during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units soldquarter for Licensed Products; (ii) In the case of transfers or sales of Licensed Products by the Company to an Affiliate for sale by the Affiliate, Net Sales made by the Company from the Affiliate and by the Affiliate from its customers during such quarter; (iii) Amounts accruing to, and amounts received by, to the Company from its Sublicensees during such calendar quarter together with the respective payment reports received quarter; (iv) Net sales made by Company from any SublicenseesSublicensees during such quarter; and (iiiv) A calculation under Section 4 3 of the amounts due to AzTELicensor, making reference to the applicable subsection thereofeach subsection. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to AzTE Licensor of the amounts due for the calendar quarter covered by the Payment Report. Payment ; provided, however, that any amount due to the Licensor from the Company under this Agreement for the period beginning on July 2, 2003 and ending on December 31, 2004, and not yet paid, shall be paid by check payable to Arizona Technology Enterprises and sent the Company to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director Licensor no later than ten days after execution of Finance or to such other address as AzTE may specify this Agreement by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTE. Company is required to send the Payment Report whether or not any payments are dueLicensor. c. In Within sixty (60) days following June 30 of each year of this Agreement, the event that this Agreement terminates or expires, Company shall pay AzTE any and all amounts on Products manufactured on or before submit to the date of such termination or expiration, together Licensor a written report with a Payment Report for such payments in accordance with Section 5a hereof. Nothing in respect to the foregoing shall be deemed to satisfy any of Company’s other obligations preceding year under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of (the applicable anniversary of “Reconciliation Report”) detailing: (i) the Effective Date in which expenditures by the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on during such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTE. Royalty statements shall show sales both in the local currency and U.S. dollars, with the exchange rate used clearly stated. f. Company shall maintain usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE may have an independent certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] before the first day of the calendar year in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any calendar year, Company shall pay, within [***] after demand by AzTE, the costs and expenses of such review (including the fees charged by AzTE’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTE’s accountant or auditor development and attorney with all information reasonably requested, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, royalty reports (including those from Sublicensees), cost information, pricing policies, and agreements with and relevant financial information from other parties (including Sublicensees and their Affiliates, as well as Affiliates of Company). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]. Any interest charged or paid in excess commercialization of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded Licensed Subject Matter; (at ii) the Company’s optionactivities during such year and the progress toward commercialization of the Licensed Subject Matter and (iii) a reconciliation of the (1) revenues, (2) collaborative research and development costs and (3) ITD Costs set forth in the Payment Reports to the corresponding data set forth in the Company’s financial statements included in its reports filed with the U.S. Securities and Exchange Commission. The Company and Licensor will schedule an annual meeting to be held among them within thirty (30) days following the above-mentioned sixty (60) day period to discuss the Reconciliation Report. h. [***].

Reports and Payments. a. Within [***] after the first business day of each calendar quarter of each License Year of this Agreement, Company (a) MONSANTO shall submit to AzTE CALGENE within (10) days of each month a report which summarizes the cash payments on accounts receivable specifically identifiable as LICENSE REVENUE resulting from licenses to cotton farmers for use of LICENSED COMMERCIAL SEED. MONSANTO shall submit to CALGENE by the end of October of each year a report which summarizes any payment due for the previous twelve (12) months. With each such annual report, MONSANTO shall pay to CALGENE the applicable SEED SERVICES FEE due pursuant to Subsection 6.1(a). If no such payment is due to CALGENE for the subject reporting period, the written report with respect shall so state. (b) CALGENE shall submit to the preceding calendar quarter MONSANTO within (the “Payment Report”10) stating: days of each month a report which summarizes: (i) Net Sales the cash payments on accounts receivable specifically identifiable as NET SALES resulting from sales of Products by Company, Sublicensees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling priceLICENSED COMMERCIAL SEED, and units sold; (ii) Amounts accruing torevenue earned by CALGENE from increased gross margin for LICENSED COMMERCIAL SEED over cotton seed not resistant to LEPIDOPTERAN INSECTS. CALGENE shall submit to MONSANTO by the end of October of each year for the previous twelve (12) months, a report which summaries the NET SALES resulting from sales of LICENSED COMMERCIAL SEED, and amounts received byany revenue earned by CALGENE from increased gross margin for LICENSED COMMERCIAL SEED over cotton seed not resistant to LEPIDOPTERAN INSECTS. With each such report, Company from its Sublicensees during CALGENE shall pay to MONSANTO the payments due pursuant to Subsection 6.1(b). If no such calendar quarter together with payment is due to MONSANTO for the respective payment reports received by Company from any Sublicensees; andsubject reporting period, the written report shall so state. (iiic) A calculation under Reports and payments due pursuant to this Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE of the amounts due for the calendar quarter covered by the Payment Report. Payment 7 shall be by check payable sent to: If to Arizona Technology Enterprises and sent to the following addressCALGENE: Arizona Technology Enterprises SkySong – Arizona State University Calgene, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [***] [***] Other identifying infoAttention: include invoice #▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President If to MONSANTO: Monsanto Company ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, contract # or to such other bank and account identified by notice to Company by AzTE▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. Company is required to send the Payment Report whether or not any payments are due. c. In the event that this Agreement terminates or expires▇▇▇▇▇ ▇. Tobin Business Director, Company shall pay AzTE any and all amounts on Products manufactured on or before the date of such termination or expiration, together with a Payment Report for such payments in accordance with Section 5a hereof. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTE. Royalty statements shall show sales both in the local currency and U.S. dollars, with the exchange rate used clearly stated. f. Company shall maintain usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE may have an independent certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] before the first day of the calendar year in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any calendar year, Company shall pay, within [***] after demand by AzTE, the costs and expenses of such review (including the fees charged by AzTE’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTE’s accountant or auditor and attorney with all information reasonably requested, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, royalty reports (including those from Sublicensees), cost information, pricing policies, and agreements with and relevant financial information from other parties (including Sublicensees and their Affiliates, as well as Affiliates of Company). g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***].Cotton Ceregen SBU

Reports and Payments. a. Within [(a) Collegium, on behalf of itself and its Affiliates, shall, beginning with the initial Calendar Quarter during which the First Commercial Sale occurs, furnish to BDSI a quarterly written report (each, a “Royalty Statement”) showing in reasonably specific detail (i) Collegium’s, its Affiliates’, and Sublicensees’ inventory on hand of each stock keeping unit (“SKU”) of Licensed Products, sales of Licensed Products per SKU and Net Sales; (ii) amounts payable under this Agreement based upon such Net Sales (which shall include an accounting of all amounts and calculations required to determine Net Sales and the amounts payable under this Agreement consistent with Sections 4.01 and 4.02, including the amount of any bad debt or recovered bad debt used to calculate Net Sales pursuant to the Bad Debt Adjustment); (iii) withholding taxes, if any, required by law to be deducted with respect to any payments due BDSI under this Agreement; and (iv) the date of the First Commercial Sale of any Licensed Product in the Territory during the reporting period. Royalty Statements shall be due no later than *** following the close of each Calendar Quarter. (b) All payments due BDSI under Section 4.01 with respect to a particular Calendar Quarter shall be due no later than *** following the end of each Calendar Quarter. All payments hereunder shall be payable in United States dollars. All payments owed under this Agreement shall be made by wire transfer to one or more bank accounts (which may each be the account of such Party, any Affiliate thereof, or any Third Party), in such allocation between such accounts, as shall be designated by the Party owed payment from time-to-time upon written notice, unless otherwise specified in writing by such Party, with any such designated account(s) and/or allocation(s) to remain effective with respect to payments owed to such Party until it provides written notice to the other Party setting forth any changes to such account(s) or allocation(s) for payment (in which case any changes specified in such notice shall become effective on the date specified therein). (c) In the event that any payment due hereunder is not made when due, such payment shall accrue interest from the date due at a rate equal to the greater of (i) ***] after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales of Products by Company, Sublicensees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold; or (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises and sent to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder***, or, if requested by AzTEless, by wire transfer the maximum legally permissible interest rate, calculated based on the number of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to days such other bank and account identified by notice to Company by AzTE. Company is required to send payments are paid after the Payment Report whether or not any date such payments are due. c. In the event that this Agreement terminates or expires, Company shall pay AzTE any and all amounts on Products manufactured on or before the date . The payment of such termination or expiration, together with interest shall not limit a Payment Report for such payments in accordance with Section 5a hereof. Nothing in the foregoing shall be deemed to satisfy Party from exercising any of Company’s other obligations rights it may have under this Agreement upon termination or expirationas a consequence of the lateness of any payment. d. Minimum royalty payments are payable within [***] of (d) During the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States Dollars. Royalty payments Term and for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTE. Royalty statements shall show sales both in the local currency and U.S. dollars, with the exchange rate used clearly stated. f. Company shall maintain usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE may have an independent certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] before * thereafter, or longer if and as required in order for Collegium to comply with Applicable Law, Collegium shall keep complete and accurate records in sufficient detail to permit BDSI to confirm the first day completeness and accuracy of (i) the information presented in each Royalty Statement and all payments due hereunder and (ii) the calculation of Net Sales. BDSI and any designee thereof (including but limited to Meda) shall have the right to audit and inspect such Books and Records pursuant to the terms of Section 14.11. (e) All taxes levied on account of the calendar year payments accruing to a Party under this Agreement shall be paid by such Party for its own account, including taxes levied thereon as income to such Party. If provision is made in which applicable law or regulation for withholding, such tax shall be deducted from the review is requested. In payment made by a Party (the event that such review shows that Company has underpaid royalties “Paying Party”) to the other Party (the “Paid Party”) hereunder, shall be paid to the proper taxing authority by [***] or more with respect to any calendar yearthe Paying Party, Company shall pay, within [***] after demand by AzTE, the costs and expenses a receipt of payment of such review (including tax shall be secured and promptly delivered to the fees charged by AzTE’s accountant and attorney involved Paid Party. Each Party agrees to reasonably assist the other Party in claiming exemption from such deductions or withholdings under any double taxation or similar agreement or treaty from time to time in force or in otherwise seeking the review)return, in addition to amount refund, or credit of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTE’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTE’s accountant or auditor and attorney with all information reasonably requested, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, royalty reports (including those from Sublicensees), cost information, pricing policies, and agreements with and relevant financial information from other parties (including Sublicensees and their Affiliates, withheld amount as well as Affiliates of Company)applicable. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of AzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***].

Reports and Payments. a. Within [***] thirty (30) days after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees Sublicensees, Designees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTEColumbia, making reference to the applicable subsection thereof. b. . Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises The Trustees of Columbia University in the City of New York and sent to the following address: Arizona The Trustees of Columbia University in the City of New York Columbia Technology Enterprises SkySong – Arizona State University Ventures ▇.▇. ▇▇▇ ▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or, if requested by Columbia, by wire transfer of immediately available funds by Company to: ▇▇▇▇▇ Fargo Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇NY 10152 (This is the bank’s address not Columbia University’s. Do not use this address for correspondence to Columbia University.) Routing/Transit (ABA) #: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (use for domestic wires) Swift #: ▇▇▇▇▇▇▇▇ (use for foreign wires) CHIPS UID: 0407 Columbia Account #: 2000039431790 Beneficiary: Columbia University FBO Tech Ventures, ▇▇ ▇▇▇▇▇ [***] [***] Finance Other identifying info: include invoice #, contract # ACH Routing/Transit (ABA) #: ▇▇▇▇▇▇▇▇▇ or to such other bank and account identified by notice to Company by AzTEColumbia. Company is required to send the Payment Report quarterly royalty statement whether or not any royalty payments are due. c. In . Within thirty (30) days after the event that date of termination or expiration of this Agreement terminates or expiresAgreement, Company shall pay AzTE Columbia any and all amounts on Products manufactured on or before that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payments payment in accordance with Section 5a 4.5 hereof, except that such Payment Report shall cover the period from the end of the last calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. . With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange [***]quoted by Citibank, N.A. (or its successor) in New York, New York for the last business day of the calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to AzTEColumbia. Royalty statements shall show sales both in the local currency and U.S. US dollars, with the exchange rate used clearly stated. f. . Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than once per calendar year, AzTE Columbia may have an independent a certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] seven (7) years before the first day of the calendar year quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any calendar quarter, or if such underpayment is in excess of $5,000.00 for any calendar quarter, or an aggregate of $10,000 for any calendar year, Company shall pay, within [***] ten days after demand by AzTEColumbia, the costs and expenses of such review (including the fees charged by AzTEColumbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with AzTEColumbia’s accountant or auditor and attorney in connection with any such review. During the review, Company shall provide AzTEColumbia’s accountant or auditor and attorney with all information reasonably requested, including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports (including those from Sublicensees)reports, cost information, pricing policies, and agreements with and relevant financial information from other third parties (including Sublicensees and their AffiliatesSublicensees, as well as Designees, Affiliates of Company, Sublicensees and Designees, and customers). g. . Notwithstanding anything to the contrary in this Agreement (including Section 15b)Agreement, and without limiting any of AzTEColumbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, [***]compounded monthly, at the rate of 9% per annum. Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose. h. [***].