Common use of Reports and Payments Clause in Contracts

Reports and Payments. (a) Within sixty (60) days after the end of each quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were sold, leased or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 during such quarterly period; (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS and sublicenses; and (iv) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such credit. If no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Reports and Payments. (a) Notwithstanding anything to the contrary herein, COMPANY is not obligated to pay any royalties under this Agreement for (1) the distribution of any Final Products distributed by COMPANY prior to January 1, 2004, or (2) the distribution of the Microsoft Windows Media Video Decoder and Encoder technology portion of Final Products distributed by COMPANY prior to January 1, 2005; provided however that COMPANY shall be responsible for the payment of royalties for any other Microsoft Windows Media Technologies contained in such Final Products, provided that such distribution is otherwise in compliance with all of the terms and conditions of this Agreement. Windows Media Format Components Distribution License, #5131760124-8, dated June 1, 2004, between MICROSOFT CORPORATION and A-MAX TECHNOLOGY CO. LTD. (b) Within sixty thirty (6030) days after the end of each quarterly period ending on March 31calendar year (including after a partial initial calendar year and including after calendar year 2003, June 30thif applicable), September 30th and thirty (30) days after the cancellation or December 31stexpiration date of this Agreement for the final full or partial calendar year, commencing COMPANY shall complete and electronically submit a royalty report of any distribution of Licensed Technology Binaries, Interim Products and Final Products, in accordance with the quarterly period during which this Agreement becomes effectivethen current Royalty Reporting Guidelines. Notwithstanding the foregoing, GCAST shall furnish COMPANY has no obligation to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official report distributions of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were sold, leased “PC Software” versions of Final Products designed to run solely on a version of Microsoft’s Windows operating systems; or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant “Embedded” Final Products designed to Section 2.03 during such quarterly period; (iii) the FAIR MARKET VALUES operate on an embedded version of Microsoft’s Windows operating systems. COMPANY understands and agrees that MS may corroborate COMPANY’s entering of such LICENSED PRODUCTS and sublicenses; and (iv) the amount of royalty payable thereon without regard product distribution with reports received from applicable Interim Product Providers or Authorized OEMs. MS may provide to any credit available pursuant to Section 3.01 and the net amount payable after application of such credit. If no LICENSED PRODUCT has been so soldapplicable Interim Product Providers or Authorized OEMs such information from, leased or otherwise disposed reasonably redacted copies of, COMPANY’s royalty reports as may be necessary to confirm the payment obligations of COMPANY and/or such Interim Product Providers or no sublicense has been granted the statement shall show that fact LUCENT agrees Authorized OEMs; provided such Interim Product Providers or Authorized OEMs agree to maintain the confidentiality of the reports provided information contained in COMPANY’s royalty reports. Additionally, COMPANY acknowledges and agrees that applicable Interim Product Providers or Authorized OEMs may provide MS corroborating information relating to it under this Section 3.04(a)COMPANY’s use of Licensed Technology Binaries and Interim Products. However, LUCENT will be entitled COMPANY shall provide reasonable assistance to share MS with respect to such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products corroboration efforts and software shall not object to the list reasonable transfer of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange marketinformation described above. (c) Overdue If COMPANY distributes Final Products, COMPANY agrees to remit payment(s) to MS for each calendar year within ninety (90) days after the end of such calendar year, as specified in the Payment and Reporting section of the Addresses Schedule. COMPANY shall elect, in its sole discretion, upon execution of this Agreement to make such payments hereunder to MS equal to: (i) the actual cumulative royalties applicable for each Licensed Technology Product Number, pursuant to the Product and Royalty Schedule of this Agreement (“Per Unit Royalties”). Per Unit Royalties shall be subject payable within ninety (90) days after the end of each calendar year (including after a partial initial calendar year and including after calendar year 2003, if applicable), and ninety (90) days after the cancellation or expiration date of this Agreement for the final full or partial calendar year at the applicable royalty rates set forth in the Product and Royalty Schedule(s) for each unit of Licensed Technology Binaries distributed by COMPANY either directly to end users or to Channel Entities during the applicable calendar year. No royalty shall accrue to MS for Final Products shipped to replace defective units, provided that COMPANY distributes such replacement Final Products directly to authorized users at no charge, except for COMPANY’s reasonable cost of materials and shipping and handling costs. Also no royalty shall accrue to MS for the first fifty thousand (50,000) units of Final Products distributed by COMPANY and COMPANY Subsidiaries combined per calendar year that contain Windows Media Video decoder component of Licensed Technology (whether the “Embedded” version or the “PC Software” version), provided that COMPANY reports such distributions as otherwise required hereunder, or (ii) a late single upfront lump sum payment charge calculated at an annual rate for each calendar year, which enables COMPANY to ship unlimited quantities of three percentage points a Licensed Technology component during the applicable calendar year (3%) over “Annual Fee”). The Annual Fee shall apply to distributions of Final Product in the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge calendar year following its payment and shall be reduced to such maximumdue and payable upon COMPANY’s election of the Annual Fee.

Reports and Payments. Following the Effective Date, on a quarterly basis based on the financial reporting quarter of each of ASML and Nikon during the Term and continuing thereafter as long as royalties pursuant to Section 5.2 are owed, each Payor will supply to the Payee’s Designee (a) Within within five (5) days after the closing of each reporting quarter the number of units of Immersion Lithography Systems Sold during the applicable reporting period (the “Preliminary Report”), and (b) within thirty (30) days after the closing of each reporting quarter, a written report setting forth in reasonably specific detail: (i) its Sales of Immersion Lithography Systems during the applicable reporting period on a per unit basis, including the customer and the date of the Sale, (ii) the gross revenues received by the Payor or its Affiliates for such Immersion Lithography System in the aggregate and on a per unit basis, (iii) the Net Sales Price for the applicable reporting period in the aggregate and on a per unit basis, and the calculation thereof, including an itemized account of all deductions to calculate the Net Sales Price on a per unit basis, (iv) the total royalties owed pursuant to Section 5.2 for the applicable reporting period, and (v) any Withheld Amounts (the “Quarterly Report”). Each such Preliminary Report and Quarterly Report will be signed and certified by an authorized representative of the reporting Party. Upon receipt of the Quarterly Report the Payee may issue an invoice for royalty payments owed, and the Payor shall make all royalty payments owed by it for the applicable reporting period (and any unpaid amounts for any previous reporting period) no later than sixty (60) days after following receipt of the end of each quarterly period ending on March 31invoice (“Payment Date”). The Payee’s Designee may provide to the Payee only the aggregate gross revenues, June 30ththe aggregate Net Sales Price, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were sold, leased or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 during such quarterly period; (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS and sublicenses; and (iv) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 total royalties owed and the net amount payable after application Withheld Amounts, but not the number of such credit. If no LICENSED PRODUCT has been so soldunits Sold, leased or otherwise disposed ofthe Sales price per unit, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENTcustomer information. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Reports and Payments. 4.1 During the Term of this Agreement, within thirty (a) Within sixty (6030) days after the end of each quarterly calendar quarter following the Effective Date of this Agreement, SONY shall send to 3D a written statement identifying the Licensed Products for which royalties are payable for such period ending on March 31, June 30th, September 30th or December 31st, commencing with and --------------------- **** - CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. showing the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official total number of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were such Licensed Products sold, leased or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 SONY during such quarterly period; (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS period and sublicenses; and (iv) the amount of royalty royalties due and payable thereon, including the calculations used by SONY to determine said amount. The written statements furnished to 3D by SONY shall be maintained in confidence by 3D. Within fifteen (15) days after the statement to be furnished to 3D, SONY shall pay to 3D the full amount of royalties shown thereon without regard to any credit available be due. 4.2 Royalty and other payments shall be paid in U.S. Dollars in the United States at the rate of exchange of authorized foreign exchange bankers in Japan for transfer to the United States on the date on which payments are made pursuant to Section 3.01 this Agreement, without deduction for taxes, assessments, or other charges of any kind or description, except that income taxes imposed by the Government of Japan on amounts payable to 3D hereunder may be deducted to the extent that such taxes are allowable as a direct credit to 3D against United States income taxes levied on such amounts. 4.3 Licensee shall keep full, clear and the net amount payable after application of such credit. If no LICENSED PRODUCT has been so accurate records with respect to all Licensed Products sold, leased or otherwise disposed ofof hereunder in sufficient detail to enable 3D to determine the amounts of royalties that are due and payable hereunder. 3D shall have the right, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality at its own expense, but not more than once during each year of the reports provided Term of this Agreement, and through its accredited independent representatives (who shall be certified public accountants or the foreign equivalent thereof) to it under this Section 3.04(a). However, LUCENT will examine and audit the books and records of SONY to the extent reasonably required to verify the statements to be entitled furnished to share such reports with any mutually acceptable accredited auditors acting 3D pursuant to Section 3.03(a)4. GCAST may add products and software to If any audit uncovers an error in an amount of an underpayment in excess of five percent (5%) for the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as period of the quarterly period immediately preceding audit, or that an error in underpayment was not inadvertent, then SONY shall pay all costs and expenses of such audit and interest at the rate of ten percent (10%) per annum compounded annually on any underpayment from the date it was due; but in no event shall such rate exceed the lawful applicable rate. In connection with any audit, all SONY confidential information shall be retained in confidence and 3D's independent representatives shall not disclose to 3D information regarding customer identities or other confidential information of SONY not reasonably necessary to evaluate the results of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENTaudit. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Reports and Payments. (a) Within sixty fifteen (6015) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, Indevus shall submit to Esprit a statement for the Sales Force Reimbursement and a report containing an accounting of all Details performed by the Indevus Sales Force to the Target Prescribers during such Calendar Quarter. Such accounting shall include, to the extent available from the call reporting system provided to Indevus by Esprit, a summary of actual physician data, the number of Primary Position Details made, the number of Secondary Position Details made, the date on which such Details were made and the location made. (b) Within twenty (20) days after the end of each quarterly period ending on March 31Calendar Quarter that begins or ends during the Agreement Term, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST Esprit shall furnish to LUCENT at the address specified in Section 5.05 Indevus a statement certified by a responsible official of GCAST or its SUBSIDIARIES written report showing: (i) all LICENSED PRODUCTS which were soldNet Sales during (A) such Calendar Quarter, leased or otherwise disposed including a reconciliation to Net Sales and a breakdown of by GCAST or its SUBSIDIARIESall deductions from the gross amount invoiced to arrive at Net Sales, and (B) the Calendar Year to date through the end of such Calendar Quarter; (ii) all sublicenses granted pursuant the total number of units of each Finished Product sold during that Calendar Quarter (which, with respect to Section 2.03 Trospium Once-Daily, is the total number of capsules sold during such quarterly period;Calendar Quarter) and not returned; and (iii) the FAIR MARKET VALUES a calculation of (A) Third Party Royalties payable for such LICENSED PRODUCTS Calendar Quarter, (B) Sublicensing Royalties, (C) Minimum Royalties, Pro Rated Minimum Royalties and/or Minimum Royalty Shortfall, as applicable, for such Calendar Quarter and, (D) any amounts creditable under this Agreement, including pursuant to Section 6.2(a)(ii), 6.2(b)(iv), and sublicenses; and14.8(b)(iii), and (E) any amounts payable pursuant to Section 14.13(e)(iv). (iv) if a report has not previously been provided under Section 6.5(e) of the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and Original Agreement for the net amount payable after application of such credit. If no LICENSED PRODUCT has been so soldCalendar Quarter ending September 30, leased or otherwise disposed of2007, or no sublicense has been granted any other Calendar Quarter than commences after the statement shall show that fact LUCENT agrees Execution Date but prior to maintain the confidentiality of Effective Date, the reports first report provided to it under this Section 3.04(a). However6.4(b) after the Effective Date shall also include, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to for the applicable periods referenced in this Section 3.03(a). GCAST may add products 6.4(b)(vi) and software ending on the day immediately prior to the list of LICENSED PRODUCT in Appendix B Effective Date, the information required by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as Section 6.5(e) and (f) of the quarterly period immediately preceding Original Agreement with respect to Sublicensing Royalties, Third Party Royalties and Minimum Royalties as such terms are defined in the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENTOriginal Agreement. (bv) Within Each such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars report shall be at accompanied by (A) with respect to the prevailing rate for bank cable transfers as quoted for period commencing on the last day Effective Date, payment of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If Third Party Royalties under Section 6.2(c), Sublicensing Royalties under Section 6.2(a), the amount required under Section 6.2(b) and the Minimum Royalty Shortfall required under Section 6.2(b) in respect of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.such

Reports and Payments. 5.1 Not later than the last day of each March, May, August, and November during the term of this Agreement, LICENSEE shall deliver to STC a written report stating for the quarterly period ended the last days of the preceding December, March, June, and September, respectively (each, a “reporting period”): (a) Within sixty (60) days after for Licensed Products, the end number of each quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with units sold and the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official Net Sales of GCAST or its SUBSIDIARIES showing:LICENSEE and all Licensed Affiliates; (ib) the amount, if any, taken by LICENSEE during the reporting period as a deduction for(A) write offs for bad debts with respect to Licensed Products or Licensed Services for which a royalty was paid to STC in a prior reporting period; (B) with respect to the current reporting period and with respect to Licensed Products or Licensed Services sold or otherwise disposed for which a royalty was paid to STC for any prior reporting period, price adjustments, billing errors, damaged or defective goods, recalls, returns, rebates, and chargeback rebates; (c) for Licensed Services, a description of the services provided and the Net Sales of the LICENSEE and all LICENSED PRODUCTS which were sold, leased Licensed Affiliates from Licensed Services; (d) the number of units sold or otherwise disposed of by GCAST or its SUBSIDIARIESLICENSEE and Licensed Affiliates for Compassionate Use Programs; (iie) all sublicenses granted pursuant to Section 2.03 for each Commercial Sublicense, the name and address of the Commercial Sublicensee, any reports received by LICENSEE from the Commercial Sublicensee during such quarterly the reporting period, the consideration received by LICENSEE from the Commercial Sublicensee under the Commercial Sublicense, and the amount of Sublicense Income received from the Commercial Sublicensee under the Commercial Sublicense; (iiif) the FAIR MARKET VALUES total amount due to STC from LICENSEE, with supporting calculations. [*] 5.2 With the delivery of each report required under Section 5.1, LICENSEE shall pay to STC all amounts due with respect to the preceding reporting period. In the event that the amounts due as described in Section 4.3 at the end of any calendar year do not equal or exceed the minimum royalty amount specified in Section 4.4 for such LICENSED PRODUCTS and sublicenses; and (iv) calendar year, LICENSEE shall pay to STC, on or before the last day of the following March, the amount of required to satisfy the minimum royalty payable thereon without regard to any credit available pursuant to Section 3.01 and obligation for the net amount payable after application of such creditpreceding calendar year. If no LICENSED PRODUCT has been so soldamount is accrued during any reporting period, leased or otherwise disposed of, or no sublicense has been granted the a written statement shall show to that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty effect shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request delivered to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENTSTC. (b) Within 5.3 All amounts to be paid by LICENSEE hereunder shall be paid in U.S. Dollars. To the extent that Net Sales received by LICENSEE in any reporting period are received in currencies other than U.S. Dollars, for purposes of calculating the royalties due hereunder, such sixty (60) days specified in Section 3.04(a) GCAST Net Sales shall pay in United States dollars be converted to LUCENT U.S. Dollars at the address specified in Section 5.05 exchange rate existing between the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at U.S. Dollar and the prevailing rate for bank cable transfers as quoted for relevant currency on the last day of such quarterly period reporting period, as such rate is determined by leading the Chase Manhattan Bank of New York. All payments due must be made without deduction for taxes, assessments, or other charges of any kind that may be imposed on STC by any government other than that of the United States banks in New York City dealing in the foreign exchange marketStates, or any political subdivision of such other government, with respect to any amounts payable to STC pursuant to this Agreement, and such taxes, assessments, or other charges must be assumed and paid by LICENSEE. (c) Overdue payments hereunder 5.4 Payments required under this Agreement, when overdue, shall be subject to bear interest at a late payment charge calculated at an annual rate per annum rate of three percentage points (3%) over 1.5% in excess of the prime rate or successive prime rates (as posted in New York City) during delinquencypublished by “The Wall Street Journal” at the time such payment is due and until payment is received by STC. If the amount The accrual of such charge exceeds interest shall not foreclose STC from exercising any other rights it may have resulting from the maximum permitted failure of LICENSEE to make the payment when due. 5.5 If this Agreement is terminated for any reason before all of the payments provided for have been made (including the minimum royalties for the year in which the Agreement is terminated and any legal and patent expenses incurred by lawSTC prior to the termination date), such charge shall be reduced LICENSEE must submit a terminal report and pay to such maximum.STC any remaining unpaid balance within thirty (30) days after the date of termination even though the due date as above provided has not been reached. [*]

Reports and Payments. Licensee shall, within ten (a10) Within sixty days -------------------- after the end of each calendar month during the Contract Period, furnish to Licensor certified written reports showing Net Sales by or for it and its Affiliates during such calendar month; and (60i) other than with respect to payments required to be made in accordance with the provisions of the following clause "(ii)", Licensee shall pay to Licensor, in immediately available funds, within the aforementioned 10-day period, the royalty payments required pursuant to Section 3 hereof in respect of Net Sales made during such calendar month for which payment has been received by Licensee or its Affiliates; and (ii) with respect to New Orders arising during the period commencing on the date hereof and ending on October 24, 2001 (the "Specified Period"), Licensee shall pay to Licensor, in immediately available funds, within ten (10) days after the last day of the Specified Period, the cumulative amount of Earned Royalties (without any interest thereon) which have accrued during the Specified Period and are payable to Licensor pursuant to Section 3.3 hereof. If the Contract Period ends other than on the last day of a calendar month, a certified written report with respect to the period during the Contract Period not covered as of the preceding report shall be furnished, and if the Contract Period ends other than on the last day of a calendar month, payment of outstanding royalties due hereunder for such period shall be made, within ten (10) days after the end of each quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were sold, leased or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 during such quarterly period; (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS and sublicenses; and (iv) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such creditContract Period. If no LICENSED PRODUCT has been so soldLicensee sells remaining inventory after the Contract Period is ended, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such certified written reports with any mutually acceptable accredited auditors acting pursuant respect to Section 3.03(a). GCAST may add products and software to each calendar month or portion thereof within such sell-off period (the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty "Sell- Off Period") shall be payable in accordance with this Section 3.04. GCAST may delete products furnished to Licensor, and software from if the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for Sell-Off Period ends other than on the last day of a calendar month, payment of outstanding royalties due hereunder for such quarterly period by leading United States banks in New York City dealing shall be made, within ten (10) days after the end of the Sell-Off Period. All reports shall be substantially in the foreign exchange marketform of Exhibit E hereto, with such modifications as are reasonably required by Licensor or Licensee. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Reports and Payments. (a) Within sixty fifteen (6015) days following the end of each Calendar Quarter that begins or ends during the Copromotion Period, Indevus shall submit to Esprit a statement for the Sales Force Reimbursement and a report containing an accounting of all Details performed by the Indevus Sales Force to the Target Prescribers during such Calendar Quarter. Such accounting shall include, to the extent available from the call reporting system provided to Indevus by Esprit, a summary of actual physician data, the number of Primary Position Details made, the number of Secondary Position Details made, the date on which such Details were made and the location made. (b) Within twenty (20) days after the end of each quarterly period ending on March 31Calendar Quarter that begins or ends during the Agreement Term, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST Esprit shall furnish to LUCENT at the address specified in Section 5.05 Indevus a statement certified by a responsible official of GCAST or its SUBSIDIARIES written report showing: (i) all LICENSED PRODUCTS which were soldNet Sales during (A) such Calendar Quarter, leased or otherwise disposed including a reconciliation to Net Sales and a breakdown of by GCAST or its SUBSIDIARIESall deductions from the gross amount invoiced to arrive at Net Sales, and (B) the Calendar Year to date through the end of such Calendar Quarter; (ii) all sublicenses granted pursuant the total number of units of each Finished Product sold during that Calendar Quarter (which, with respect to Section 2.03 Trospium Once-Daily, is the total number of capsules sold during such quarterly period;Calendar Quarter) and not returned; and (iii) the FAIR MARKET VALUES a calculation of (A) Third Party Royalties payable for such LICENSED PRODUCTS Calendar Quarter, (B) Sublicensing Royalties, (C) Minimum Royalties, Pro Rated Minimum Royalties and/or Minimum Royalty Shortfall, as applicable, for such Calendar Quarter and, (D) any amounts creditable under this Agreement, including pursuant to Section 6.2(a)(ii), 6.2(b)(iv), and sublicenses; and14.8(b)(iii), and (E) any amounts payable pursuant to Section 14.13(e)(iv). (iv) if a report has not previously been provided under Section 6.5(e) of the Original Agreement for the Calendar Quarter ending September 30, 2007, or any other Calendar Quarter than commences after the Execution Date but prior to the Effective Date, the first report provided under this Section 6.4(b) after the Effective Date shall also include, for the applicable periods referenced in this Section 6.4(b)(vi) and ending on the day immediately prior to the Effective Date, the information required by Section 6.5(e) and (f) of the Original Agreement with respect to Sublicensing Royalties, Third Party Royalties and Minimum Royalties as such terms are defined in the Original Agreement. (v) Each such report shall be accompanied by (A) with respect to the period commencing on the Effective Date, payment of the Third Party Royalties under Section 6.2(c), Sublicensing Royalties under Section 6.2(a), the amount required under Section 6.2(b) and the Minimum Royalty Shortfall required under Section 6.2(b) in respect of royalty payable thereon without regard such Calendar Quarter, if any, and the Sales Force Reimbursement under Section 6.3, subject to any credit available offsets due to creditable amounts, (B) with respect to the Calendar Quarter in which the true-up of the Supply Price occurs pursuant to Section 3.01 and 14.8(b)(iii), the net amount amounts payable after application of such credit. If no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.to

Reports and Payments. (a) Within sixty (60) days after the end Collegium, on behalf of each quarterly period ending on March 31itself and its Affiliates, June 30thshall, September 30th or December 31st, commencing beginning with the quarterly period initial Calendar Quarter during which this Agreement becomes effectivethe First Commercial Sale occurs, GCAST shall furnish to LUCENT at BDSI a quarterly written report (each, a “Royalty Statement”) showing *** Confidential Information has been omitted and filed separately with the address specified Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. in Section 5.05 a statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: reasonably specific detail (i) all LICENSED PRODUCTS which were soldCollegium’s, leased or otherwise disposed its Affiliates’, and Sublicensees’ inventory on hand of by GCAST or its SUBSIDIARIES; 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 sublicenses granted 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 Section 2.03 during such quarterly period; the Bad Debt Adjustment); (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS withholding taxes, if any, required by law to be deducted with respect to any payments due BDSI under this Agreement; and sublicenses; and (iv) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such credit. If no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty First Commercial Sale of any Licensed Product in the Territory during the reporting period. Royalty Statements shall be payable in accordance with this Section 3.04. GCAST may delete products and software from due no later than *** following the list close of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENTeach Calendar Quarter. (b) Within such sixty (60) days specified in All payments due BDSI under Section 3.04(a) GCAST 4.01 with respect to a particular Calendar Quarter shall pay be due no later than *** following the end of each Calendar Quarter. All payments hereunder shall be payable in United States dollars dollars. All payments owed under this Agreement shall be made by wire transfer to LUCENT at one or more bank accounts (which may each be the address 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 Section 5.05 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 royalties payable other Party setting forth any changes to such account(s) or allocation(s) for payment (in accordance with which case any changes specified in such statement. Any conversion to United States dollars notice shall be at become effective on the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange marketdate specified therein). (c) Overdue 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) ***, or (ii) ***, or, if less, the maximum legally permissible interest rate, calculated based on the number of days such payments are paid after the date such payments are due. The payment of such interest shall not limit a Party from exercising any other rights it may have under this Agreement as a consequence of the lateness of any payment. (d) During the Term and for a period of *** 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 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 payments accruing to a Party under this Agreement shall be subject paid by such Party for its own account, including taxes levied thereon as income to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquencysuch Party. If provision is made in applicable law or regulation for withholding, such tax shall be deducted from the amount payment made by a Party (the “Paying Party”) to the other Party (the “Paid Party”) hereunder, shall be paid to the proper taxing authority by the Paying Party, and a receipt of payment of such charge exceeds the maximum permitted by law, such charge tax shall be reduced secured and promptly delivered to the Paid Party. Each Party agrees to reasonably assist the other Party in claiming exemption from such maximumdeductions or withholdings under any double taxation or similar agreement or treaty from time to time in force or in otherwise seeking the return, refund, or credit of any such withheld amount as applicable.