Common use of Reports and Records Clause in Contracts

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all all. Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.110. 1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE. 10.3 LICENSOR shall promptly inform LICENSEE of all Improvements (including results of all clinical trials) made during the term of the Agreement. LICENSEE shall keep each Improvement confidential for a period of ninety (90) days following its disclosure to LICENSEE in order to provide sufficient time to file a patent application on said Improvement.

Reports and Records. 10.1 Commencing one (15.01 Licensee must keep full, true and accurate books of accounts and other records containing all particulars necessary to properly ascertain and verify the amounts payable to DUKE hereunder. These books of account must be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. These books and the supporting data must be open and available for inspection by DUKE or its designee(s) year after the first sale, the LICENSEE shall furnish to LICENSOR at all reasonable times for a report in writing specifying during the preceding calendar quarter (a) the number or amount minimum of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days 3 years following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full end of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofcalendar year to which they pertain. 10.2 For a period of three 5.02 DUKE shall, at its expense (3) years except as specified below), have the right, from the date of each report pursuant time to Paragraph 10.1time and at reasonable times during normal business hours, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and through an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per yearaccountant, to such examine the records of Licensee, including, but not limited to, sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, in order to verify such reports and paymentsthe calculation of any royalties and/or fees payable under this Agreement. Such accountant or accounting firm examination and verification shall not disclose to LICENSOR nay information other occur more than that information relating solely to the accuracy of, or necessity for, the reports once each calendar year. If any such examination and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment by Licensee to DUKE of royalty by more than ten [***] for any quarter examined, Licensee shall immediately pay DUKE the amount of such underpayment plus interest (10%in accordance with Article 3.10) percentand shall reimburse DUKE for all reasonable, documented expenses incurred in the cost examination and verification of the audit shall records by the independent certified public accountant. 5.03 By [***] of each year that this Agreement is in effect, Licensee must summarize the status of development of each Licensed Product, Licensed Process, or Licensed Service. The report must, if and as requested and specified by DUKE in advance, provide information at least sufficient to meet DUKE’s government reporting requirements and additionally must include summaries of Licensee’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each Licensed Product, Licensed Process, or Licensed Service. 5.04 After the first commercial sale of a Licensed Product, Licensed Processor Licensed Service, and in addition to the reports required under Article 5.03, Licensee must render to DUKE prior to [***] and [***] of each year a written account of the Net Sales of Licensed Products, Licensed Processes and Licensed Services made during the prior [***] period [***] and [***], respectively. Licensee must simultaneously with the submission of the reports pay to DUKE the royalties due on such Net Sales in United States dollars. Reports tendered must include the calculation of royalties by product by country in substantially the format provided in Appendix I. Minimum annual royalties, if any, which are due DUKE for any calendar year must be paid by LICENSEELicensee along with the written report due on [***] of each year.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 6.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars necessary to show the amounts payable to LICENSOR. The books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. The books and supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for inspection by LICENSOR or its agents to verify LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of discrepancy in reporting which is greater than [***] percent ([***]%) to LICENSOR's detriment, LICENSEE agrees to pay the full cost of such inspection. 6.2 LICENSEE shall provide to LICENSOR a written annual report in writing specifying on or before September 1st of each calendar year. The annual report shall include: reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding calendar twelve (12) months, and plans for the coming year. 6.3 After the FIRST SALE of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall provide quarterly reports to LICENSOR. The quarterly reports shall be delivered within thirty (30) days after March 31, June 30, September 30, and December 31 of each year. The quarterly reports shall give particulars of the business conducted by LICENSEE and its SUBLICENSEES during the preceding quarter that are pertinent to a royalty accounting, including: (a) the number or amount of Licensed Products LICENSED PRODUCTS manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, LICENSEE and all SUBLICENSEES and AFFILIATES; (b) the total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE and all Licensed Products sold, SUBLICENSEES and AFFILIATES; (c) deductions as applicable in paragraph 1.6, accounting for all LICENSED PROCESSES used or sold by LICENSEE and all SUBLICENSEES and AFFILIATES: (d) deductions applicable as provided in Paragraph 1.18; (e) royalties due on additional payments from SUBLICENSEES under Paragraph 3.1.d; (f) any minimum annual royalty payment credits applicable against running royalties; (g) total royalties due, ; and (eh) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) SUBLICENSEES. 6.4 On or before 90 days following the last day close of each calendar quarter in each LICENSEE's fiscal year, LICENSEE shall provide LICENSOR with LICENSEE's certified financial statements for the preceding fiscal year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For including, at a period of three (3) years from the date of each report pursuant to Paragraph 10.1minimum, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, a Balance Sheet and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEOperating Statement.

Reports and Records. 10.1 Commencing 5.1 Voxeljet shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Z Corp. under this Agreement. Said books of account shall be kept at Voxeljet’s principal place of business. Said books of account and the supporting data shall be open at all reasonable times for [***] following the end of the calendar year to which they pertain to the confidential inspection, upon at least one week written notice, by a designated representative of Z Corp. for the purpose of verifying Voxeljet’s royalty statement or compliance in other respects with this Agreement. Should any such inspection result in the discovery of a greater than Ten Percent (110%) year after discrepancy to Z Corp.’s detriment, as verified by a designated independent auditor of Z Corp., Voxeljet shall be required to pay the first salefull cost of such inspection. Z Corp. shall also have the right, upon at least 48 hours written notice, during normal business hours to inspect the LICENSEE operations and records of Voxeljet to ensure that it remains in compliance with the provisions of this Agreement. 5.2 Voxeljet shall furnish deliver to LICENSOR a report in writing specifying Z Corp. no later than thirty (30) days following the end of each calendar quarter during the preceding Term, commencing with the calendar quarter ending September 30, 2004, true and accurate reports showing all Net Sales that occurred during the quarter in question. The reports shall include at a minimum: (a) the number or amount of Licensed Products manufactured, leased or sold hereunder by LICENSEEVoxeljet during such quarter, and/or its Affiliates or Sublicenseesas well as the customer name, location and intended use; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products soldNet Sales, Net Royalty Sales and Cumulative Net Royalty Sales, during such quarter, noting the applicable deductions provided in Section 1.5; (c) deductions as applicable in paragraph 1.6, running royalties due under Sections 4.2 (a) and (b); and (d) total royalties duedue under this Agreement with respect to such calendar quarter. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 5.3 With each such report, (e) names Voxeljet shall pay to Z Corp. the royalties due and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of payable under this Agreement. Each such report If no royalties shall be accompanied by due, Voxeljet shall so report. Any royalty payable under Section 4.2(c) shall be payable at the time such three dimensional printer or other equipment is purchased from Z Corp. 5.4 All payments under this Agreement should be made payable to “Z Corporation” and sent to the address identified in Section 14.1. Each payment in full of should reference this Agreement and identify the amount obligation under this Agreement that the payment satisfies. All payments due LICENSOR under this Agreement shall be payable in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from dollars. Any payments by Voxeljet that are not paid on or before the date such payments are due under this Agreement shall bear interest until payment is made, to the extent permitted by law, at the rate of each report pursuant to Paragraph 10.1, LICENSEE, two percentage points above the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due. The payment of such interest shall keep records adequate to verify each such report and accompanying not prevent Z Corp. from pursuing any other remedy it may have as the result of any late payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEVoxeljet.

Reports and Records. 10.1 Commencing one 5.1 LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to M.I.T. hereunder. Said books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times and upon reasonable notice for three (13) years following the end of the calendar year to which they pertain, to the inspection of a certified public accountant designated by M.I.T. for the sole purpose of verifying LICENSEE's royalty statement or compliance in other-respects with this Agreement. 5.2 Prior to the year in which LICENSEE makes the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, LICENSEE shall deliver yearly reports to M.I.T. within sixty (60) days after the first sale, end of each year giving the particulars of the business conducted by LICENSEE shall furnish to LICENSOR a report in writing specifying and its sublicensees during the preceding year which are pertinent. After the first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE such reports shall be delivered quarterly within sixty (60) days after the end of each calendar quarter for the preceding quarter. All such reports shall give particulars of the business pertinent to a royalty accounting under this Agreement, including at a minimum: (a) the number or amount of Licensed Products LICENSED PRODUCTS and LICENSED SERVICES manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, LICENSEE and all sublicensees; (b) the total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS and LICENSED SERVICES sold by LICENSEE and all Licensed Products sold, sublicensees; (c) deductions as applicable in paragraph 1.6, revenue received from sublicensees for LICENSED PRODUCTS and LICENSED SERVICES; (d) deductions applicable as provided in Paragraph 1.6 hereof, Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. (e) total royalties due, ; and (ef) names and addresses of all Sublicensees. Such reports sublicensees of LICENSEE. 5.3 With each such report submitted, LICENSEE shall be pay to M.I.T. the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by due, LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement. 5.5 The royalty payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest until payment at a per annum rate [**] percent ([**]%) above the prime rate in full effect at the Chase Manhattan Bank (N. A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a consequence of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoflateness of any payment. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after 5.1 The Company agrees to update the first saleLicensor at least quarterly as to the Company's activities related to the Invention including, without limitation, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter following: (a) the number or amount results of Licensed Products sold hereunder any research and development of the Invention conducted by LICENSEE, and/or its Affiliates or Sublicensees, the Company and (b) the total ▇▇▇▇▇▇▇▇ Company's efforts to obtain approval from the FDA to market and sell Licensed Products. 5.2 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for all the purpose of showing the amounts payable to the Licensor by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be available to the Licensor up to twice per year upon reasonable notice to the Company, for five years following the end of the calendar year to which they pertain, for inspection by an auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** *** of royalties payable for any 12 month period, then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.5 of this Agreement. All payments required under this Article 5 shall be due within 60 days of the date the Licensor provides the Company notice of the payment due. 5.3 Within 45 days from the end of each quarter of each calendar year, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: 5.3.1 All Licensed Products and Licensed Processes used, leased or sold, (c) deductions as by or for the Company, its Affiliates or any sublicensees. 5.3.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5.3.3 Deductions applicable in paragraph computing "Net Sales" as defined in Paragraph 1.6. 5.3.4 Total royalties due based on Net Sales by or for the Company, (d) total royalties dueits Affiliates or any sublicensee, (e) names any lump sum payment due to the Licensor, pursuant to paragraphs 4.2 - 4.3. 5.3.5 Names and addresses of all Sublicenseessublicensees and Affiliates of the Company. 5.3.6 On an annual basis, the Company's year-end audited financial statements. 5.4 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. Such reports If no royalties shall be due, the Company shall not be required to make a report pursuant to this Article 5. 5.5 Amounts that are not paid when due within fortyand that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.6 The Company agrees to forward to the Licensor semi-five (45) days following annually a copy of any report, which is in substance similar to the last day report required by this Article 5, received from any sublicensee as well as any other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.7 The Licensor agrees to hold in confidence each calendar quarter in each year during report delivered by the term Company pursuant to this Article 5 until the termination of this Agreement. Each Notwithstanding the foregoing, the Licensor may disclose any such report shall information required to be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report disclosed pursuant to Paragraph 10.1any judicial, LICENSEEadministrative or governmental request, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreementsubpoena, and an independent certified public accountant requirement or accounting firm selected by LICENSOR and acceptable to LICENSEE may have accessorder, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event provided that the audit reveals an underpayment of royalty by more than ten (10%) percentLicensor takes reasonable steps to provide the Company with the opportunity to contest such request, the cost of the audit shall be paid by LICENSEEsubpoena, requirement or order.

Reports and Records. 10.1 Commencing one 5.1 LPT shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to AERES pursuant to Paragraphs 4.5, 4.6 and 4.7 above, and the accuracy of the reports made to AERES hereunder. ***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Such records shall be retained by LPT for five (15) years following the end of the calendar year to which they pertain. Upon thirty (30) days advance notice to LPT, AERES shall have the right to direct an independent, certified public accountant selected by AERES and reasonably acceptable to LPT to inspect LPT’s books of account no more frequently than once per year during LPT’s normal business hours for the sole purpose of verifying the accuracy of the reports made to AERES pursuant to Paragraph 5.2, below. AERES shall be responsible for the costs of any such inspection, except in the event that the results of the inspection reveal a discrepancy to be corrected in AERES’s favour of [*** ] or more for the period under inspection, then the entire costs of such inspection shall be paid by LPT. Any such discrepancies will be promptly corrected by a payment or refund, as appropriate. 5.2 LPT, within ninety (90) days after June 30 and December 31 of each year after Commercial Introduction, shall deliver to AERES true and accurate reports, giving such particulars of the first salebusiness conducted by LPT, the LICENSEE shall furnish to LICENSOR a report in writing specifying its Affiliates and Licensees during the preceding calendar quarter half year as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, manufactured and sold; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, sold on a country-by-country basis; (c) deductions applicable as applicable provided in paragraph 1.6Paragraph 1.15, above; (d) the total royalties due, ; (e) the names and addresses of all Sublicensees. Such reports Affiliates and Licensees of LPT under this Agreement. 5.3 With each such report submitted, LPT shall be pay to AERES the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofdue, LPT shall so report. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first salecommercial sale of a Product by LICENSEE and/or its Affiliates or sublicensees, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicenseessublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6Section 1.9, (d) total royalties due, (e) names and addresses of all Sublicenseessublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term License Term of this Agreement. Each such report shall be accompanied by payment in full of the amount amount, if any, due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph Section 10.1, LICENSEE, LICENSEE shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after 5.1 Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the first salepurpose of showing the amount payable by Licensee, the LICENSEE shall furnish Affiliates and Sublicensees to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount Licensor by way of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions royalty as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses aforesaid. Said books of all Sublicensees. Such reports account shall be due within forty-kept at Licensee's principal place of business in the United States. Said books and the supporting data shall be open upon reasonable notice to Licensee no more than twice per calendar year, for five (455) days years following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full end of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from calendar year to which they pertain, for inspection and copying by the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and Licensor's internal audit division or corporate officer and/or by an independent certified public accountant employed by Licensor for the purpose of verifying Licensee's royalty statement or accounting firm selected by LICENSOR and acceptable to LICENSEE may have accesscompliance in other respects with this Agreement. 5.2 Following the first commercial sale of Licensed Products or Licensed Processes, on reasonable notice during regular business hoursLicensee, not to exceed once per within sixty (60) days after the end of each semi-annual period of each calendar year, shall deliver to Licensor true and accurate reports, giving such records particulars of the business conducted by Licensee during the preceding half-year under this Agreement as shall be pertinent to verify such reports and payments. Such accountant or a royalty accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees These shall include at least the following: (a) All Licensed Products and expense Licensed Processes made, used, leased or sold, by or for Licensee, its Affiliates and Sublicensees. (b) Total amounts invoiced for Licensed Products and Licensed Processes made, used, leased or sold, by or for Licensee, its Affiliates or its Sublicensees. (c) Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. (e) Total royalties due based on Net Sales by or for Licensee, its Affiliates or its Sublicensees. (f) Names and addresses of all Sublicensees and Affiliates of Licensee. (h) On an annual basis, Licensee's Annual Report. 5.3 With each such report submitted, Licensee shall pay to Licensor the certified public accountant or accounting firm performing such verification royalties due and payable under this Agreement. If no royalties shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percentdue, the cost of the audit Licensee shall be paid by LICENSEEso report.

Reports and Records. 10.1 Commencing one (a) During the Term of this Agreement, JUNIPER shall furnish to FRONTIER, via electronic transfer or such other method of delivery (e.g., electronic or paper) as agreed to by the parties, said agreement not to be unreasonably withheld or delayed: (1) year after On the first sale***** of each week, JUNIPER shall report to FRONTIER all Accounts newly established, closed, or upgraded by JUNIPER during the prior week, and the EarlyReturns Program membership number associated with each such Account. (2) Within ***** following the closing of each billing cycle of each month, JUNIPER shall provide to FRONTIER a transaction file showing the total Purchase Miles, Bonus Miles, and adjustments for each Account for that cycle for the purpose of posting miles to the Member’s EarlyReturns account. The parties shall mutually agree on the format, transmission process and reconciliation of the transaction file. (3) Monthly on or about ***** of the month, JUNIPER shall issue to FRONTIER a report which shows, for each JUNIPER Product and source of Purchase Miles or Bonus Miles (i.e., purchases, Account activation, each type of Bonus Mile transaction, incentives, and adjustments): (i) the transaction or source code, (ii) the number of transactions in the previous month for that code, (iii) the Purchase Miles and Bonus Miles earned for that code, and (iv) the Purchase Mile Fees and Bonus Mile Fees earned for the transaction type during the preceding month, or a report of equivalent detail as may be agreed upon by the parties. (4) At least monthly, JUNIPER shall also provide FRONTIER with a report showing for all Accounts in the aggregate, segregated by JUNIPER Product, the LICENSEE previous month’s total interest bearing principal balances outstanding, the number of statemented accounts, open accounts, average purchase amount, and month to date and year to date amounts for net sales, newly opened Accounts, closed Accounts and a summary of customer service performance including information regarding customer complaints. (5) A monthly report showing all Fees earned, segregated by Fee type. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (6) On the ***** following the completion of each calendar quarter, a report showing actual versus target data for the Service Levels set forth on Exhibit D for the previous calendar quarter. (b) During the Term of this Agreement, FRONTIER shall furnish to LICENSOR JUNIPER, via electronic transfer, or such other method of delivery (e.g., electronic or paper) as agreed to by the parties, said agreement not to be unreasonably withheld or delayed, a report in writing specifying during within ***** of the preceding execution of this Agreement detailing the monthly FRONTIER mainline PE for calendar quarter (ayear ***** and thereafter as required under Paragraph 6(b)(iv) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇bill▇▇▇▇ for ▇▇▇ all Licensed Products sold, (c) deductions as applicable in paragraph Paragraph 1.6, (d) amount of Net Royalties collected, (e) total royalties due, and (ef) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section Paragraph 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.110.2, LICENSEE, LICENSEE shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. hereunder The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten percent (10%) percent), in which case the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one 5.1 LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to UFRFI hereunder. Said books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open to inspection on behalf of UFRFI upon reasonable notice during reasonable business hours to the extent necessary for the purpose of verifying LICENSEE's royalty statement or compliance in other respects with this Agreement. Such inspection shall be made not more than often than once each calendar year at the expense of UFRFI by a Certified Public Accountant appointed by UFRFI and to whom LICENSEE has no reasonable objection. LICENSEE shall not be required to retain such records for more than five (15) year years after the first saleclose of any calendar half-year. 5.2 LICENSEE, within forty-five (45) days after June 30 and December 31, of each year, shall deliver to UFRFI true and accurate reports, giving such particulars of the business conducted by LICENSEE shall furnish to LICENSOR a report in writing specifying and its sublicensees during the preceding calendar quarter six-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following; (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, manufactured and sold. (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, . (c) deductions as applicable in paragraph 1.6, accounting for all Licensed Processes used or sold. (d) total royalties due, deductions applicable as provided in Paragraphs 1.5 and 1.13. (e) total royalty due. (f) names and addresses of all Sublicensees. Such reports shall be due within forty-five sublicensees of LICENSEE. (45g) days following A progress report on patent filings in each country, including the last day serial number, name of patent application, name of inventors and status of each calendar quarter in patent application covering Licensed Products or Licensed Processes. 5.3 With each year during such report submitted, LICENSEE shall pay to UFRFI the term of royalties due and payable under this Agreement. Each such report If no royalties shall be accompanied by due, LICENSEE shall so report. 5.4 The royalty payments, license fees, and reimbursement for patent-related expenses set forth in this Agreement shall, if overdue, bear interest until payment in full at the monthly rate of one percent (1%). The payment of such interest shall not foreclose UFRFI from exercising any other rights it may have as a consequence of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoflateness of any payment. 10.2 For a period 5.5 On or before the sixtieth (60th) day following the close of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per 's fiscal year, to such records to verify such reports and payments. Such accountant or accounting firm LICENSEE shall not disclose to LICENSOR nay information other than that information relating solely to provide UFRFI with an audited financial statement for the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEpreceding fiscal year.

Reports and Records. 10.1 Commencing 5.1 Ixion shall keep accurate books of account for the purpose of showing the amounts payable to Licensor hereunder. Said books of account shall be kept at Ixion's principal place of business or the principal place of business of the appropriate division of Ixion to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for one (1) year following the end of the calendar year to which they pertain, to the inspection of Licensor or its agents at Licensor's expense for the purpose of verifying Ixion's royalty statements. 5.2 Ixion, within 45 days after December 31 of each year, shall deliver to Licensor accurate reports, giving such particulars of the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying business conducted by Ixion and its sublicensees during the preceding calendar quarter twelve-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, manufactured and sold; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, ; (c) deductions as applicable in paragraph 1.6, an accounting for all Licensed Processes used or sold; (d) deductions applicable to a determination of Net Sales; (e) total royalties due, ; and (ef) names and addresses of all Sublicensees. Such reports sublicensees of Ixion. 5.3 With each such report submitted, Ixion shall be pay to Licensor the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by due, Ixion shall so report. 5.4 On or before the 90th day following the close of Ixion's fiscal year, Ixion shall provide Licensor with Ixion's year-end balance sheet and an operating statement for the preceding fiscal year then ended. 5.5 The royalty payments, license fees, and reimbursement for patent- related expenses set forth in this Agreement shall, if overdue, bear interest until payment in full at the monthly rate of 1.0%. The payment of such interest shall not foreclose Licensor from exercising any other rights it may have as a consequence of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoflateness of any payment. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing 5.1 Voxeljet shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Z Corp. under this Agreement. Said books of account shall be kept at Voxeljet’s principal place of business. Said books of account and the supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain to the confidential inspection, upon at least one week written notice, by a designated representative of Z Corp. for the purpose of verifying Voxeljet’s royalty statement or compliance in other respects with this Agreement. Should any such inspection result in the discovery of a greater than Ten Percent (110%) year after discrepancy to Z Corp.’s detriment, as verified by a designated independent auditor of Z Corp., Voxeljet shall be required to pay the first salefull cost of such inspection. Z Corp. shall also have the right, upon at least 48 hours written notice, during normal business hours to inspect the LICENSEE operations and records of Voxeljet to ensure that it remains in compliance with the provisions of this Agreement. 5.2 Voxeljet shall furnish deliver to LICENSOR a report in writing specifying Z Corp. no later than thirty (30) days following the end of each calendar quarter during the preceding Term, commencing with the calendar quarter ending September 30, 2004, true and accurate reports showing all Net Sales that occurred during the quarter in question. The reports shall include at a minimum: (a) the number or amount of Licensed Products manufactured, leased or sold hereunder by LICENSEEVoxeljet during such quarter, and/or its Affiliates or Sublicenseesas well as the customer name, location and intended use; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products soldNet Sales, Net Royalty Sales and Cumulative Net Royalty Sales, during such quarter, noting the applicable deductions provided in Section 1.5; (c) deductions as applicable running royalties due under Sections 4.2 (a) and (b); and [***] Certain information in paragraph 1.6, this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) total royalties duedue under this Agreement with respect to such calendar quarter. 5.3 With each such report, (e) names Voxeljet shall pay to Z Corp. the royalties due and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of payable under this Agreement. Each such report If no royalties shall be accompanied by due, Voxeljet shall so report. Any royalty payable under Section 4.2(c) shall be payable at the time such three dimensional printer or other equipment is purchased from Z Corp. 5.4 All payments under this Agreement should be made payable to “Z Corporation” and sent to the address identified in Section 14.1. Each payment in full of should reference this Agreement and identify the amount obligation under this Agreement that the payment satisfies. All payments due LICENSOR under this Agreement shall be payable in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from dollars. Any payments by Voxeljet that are not paid on or before the date such payments are due under this Agreement shall bear interest until payment is made, to the extent permitted by law, at the rate of each report pursuant to Paragraph 10.1, LICENSEE, two percentage points above the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due. The payment of such interest shall keep records adequate to verify each such report and accompanying not prevent Z Corp. from pursuing any other remedy it may have as the result of any late payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEVoxeljet.

Reports and Records. 10.1 Commencing one (1) year 3.7.1 Licensee must deliver to Licensor within * * * after the end of each Calendar Quarter beginning after the first sale, the LICENSEE shall furnish to LICENSOR commercial sale of a Licensed Product a report in writing specifying during setting forth the preceding calendar quarter calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) the number or amount Number of Licensed Products sold hereunder included within Net Sales, listed by LICENSEE, and/or its Affiliates or Sublicensees, country; (b) the total ▇▇▇▇▇▇▇▇ Gross consideration for Net Sales of Licensed Product, including all Licensed Products soldamounts invoiced, billed, or received, listed by country; (c) deductions Qualifying costs to be excluded from the gross consideration, as applicable described in paragraph 1.6Section 1.25, listed by category of cost and by country; (d) total royalties due, Net Sales of Licensed Products listed by country; (e) names and addresses A detailed accounting of all Sublicensees. Such reports any royalty reductions applied pursuant to Section 3.5.1; (f) Royalties owed to Licensor; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall be pay the royalties due under Section 3.5 within forty-five (45) days * * * following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within * * * after the occurrence of a milestone event described in Section 3.4, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.4. 3.7.4 Within * * * after the receipt of any fees from any Third Party as described in Section 3.6, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.6. 3.7.5 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.7.6 Licensee shall maintain and require its Affiliates and all Sublicensees to maintain, complete, and accurate books and records that enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for * * * after the submission of each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with access to all of the relevant books, records, and related background information required to conduct a review or audit of the royalties, fees, and payments payable to Licensor under this Agreement to be verified. Access will be made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s business; and (c) no more than once each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For Agreement and for a period of three (3) five years from thereafter. Licensee will promptly pay to Licensor the date amount of each report pursuant any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by * * * or more, then Licensee will also promptly pay the costs and expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEELicensee.

Reports and Records. 10.1 Commencing 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of royalty and other payments as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be open up to twice per year upon reasonable notice to the Company, for two (2) years following the end of the calendar year to which they pertain, for inspection by the Licensors’ internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement and any other payment reports required under this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of $[***] or [***] percent (1[***]%) year after of royalties payable for any twelve (12) month period, then the first saleCompany shall reimburse the Licensor for the reasonable cost of the inspection at the time the Company pays the unreported royalties, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount including any late charges as required by section 5.4 of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicenseesthis Agreement. Such reports All payments required under this Article 5 shall be due within forty-five sixty (4560) days following of the last day date the Licensor provides the Company notice of the payment due. 5.2 Within sixty (60) days from the end of each quarter of each calendar quarter in each year for which royalties are due hereunder, the Company shall deliver to the Licensor complete and accurate reports, giving such particulars of the business conducted by the Company during the term of preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: 5.2.1 All Licensed Products used, leased or sold, by or for the Company or its Affiliates or sublicensees. 5.2.2 Total amounts invoiced for Licensed Products used, leased or sold, by or for the Company or its Affiliates or sublicensees. 5.2.3 Deductions applicable in computed "Net Sales" as defined in Section 1.8. 5.2.4 Total royalties due based on Net Sales by or for the Company or its Affiliates or sublicensees. 5.2.5 All other amounts due Licensor hereunder. 5.3 With each such report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. Each such report If no royalties shall be accompanied by payment in full of due, the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For Company shall not be required to make a period of three (3) years from the date of each report pursuant to Paragraph 10.1this Article 5. 5.4 Amounts which are not paid when due and which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely at a rate equal to the accuracy ofthen prevailing prime rate of Citibank, or necessity forN.A., plus [***] percent ([***]%). 5.5 The Licensor agrees to hold in confidence each report delivered by the Company pursuant to this Article 5. Notwithstanding the foregoing, the reports and payments made hereunder. The fees and expense of the certified public accountant Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or accounting firm performing such verification shall be borne by LICENSOR unless in the event governmental request, subpoena, requirement or order, provided that the audit reveals an underpayment of royalty by more than ten (10%) percentLicensor takes reasonable steps to provide the Company with the opportunity to contest such request, the cost of the audit shall be paid by LICENSEEsubpoena, requirement or order.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or SublicenseesSub-assignees or licensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all SublicenseesSub-Licensees or licensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 11.1. Commencing one (1) year after the first salecommercial sale of a Product, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products units of such Product sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ amount invoiced for all Licensed Products units of such Product sold, (c) all of the deductions as applicable in paragraph 1.6computing the amount of Net Sales with respect to such Product, (d) the total amount of royalties received by LICENSEE from Sublicensees in connection with sales of Products by such Sublicensee, (e) total royalties due, and (ef) names and addresses of all Sublicensees. Such reports shall be due within forty-five sixty (4560) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due to the LICENSOR in United States dollars calculated in accordance with Section 8.1 section 10.1 hereof. 10.2 11.2. For a period of three (3) years from the date of each report pursuant to Paragraph 10.1Section 12.1, LICENSEE, LICENSEE shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense expenses of the certified public accountant such Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR unless in the event that the any such audit reveals an underpayment of royalty by more than ten (10%) percent, in which case the cost of the such audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one 6.1. The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to ▇▇▇▇▇ hereunder. Said accurate books of account shall be kept at the Company’s principal place of business or the principal place of business of the appropriate division of the Company to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for three (13) years following the end of the calendar year to which they pertain, to the inspection of ▇▇▇▇▇ or his agents for the purpose of verifying the Company’s royalty statement or compliance in other respects with this Agreement. ▇▇▇▇▇ shall pay the cost of any such inspection, unless such inspection lead to the discovery of a greater than ten percent (10%) discrepancy in reporting, in which case the Company agrees to pay half the cost of such inspection. 6.2. Within sixty (60) days after the first saleend of each fiscal quarter of the Company, the LICENSEE Company shall furnish deliver to LICENSOR a report in writing specifying ▇▇▇▇▇ true and accurate reports certified as correct by the Company’s chief financial officer, giving such particulars of the business conducted by the Company and its Sublicensees during the preceding calendar fiscal quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) number of Products manufactured and sold by the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Company and all Sublicensees, ; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, sold by the Company and all Sublicensees; (c) deductions as applicable in paragraph 1.6, accounting for all Processes used or sold by the Company and all Sublicensees; (d) total royalties due, (e) all payments made by Sublicensees to the Company and names and addresses of all Sublicensees; (e) deductions applicable as provided in Paragraph 1.5 hereof; and (f) total royalties due. 6.3. Such reports With each such report submitted, the Company shall be pay to ▇▇▇▇▇ the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by payment in full due, the Company shall so report. 6.4. On or before the ninetieth (90) day following the close of the amount due LICENSOR in United States dollars calculated in accordance Company’s fiscal year, the Company shall provide ▇▇▇▇▇ with Section 8.1 hereofthe Company’s certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and an Operating Statement certified to by the Company’s independent certified public accountants. 10.2 For 6.5. The royalty payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest until payment at a period per annum rate two percent (2%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the due date. The payment of three such interest shall not foreclose ▇▇▇▇▇ from exercising any other rights he may have as a consequence of the lateness of any payment. 6.6. ▇▇▇▇▇ hereby confirms and agrees (3a) years from that the date of Company has paid all consulting fees owed to ▇▇▇▇▇ for any and all consulting services provided by ▇▇▇▇▇ to the Company through December 31, 2006 and (b) that the Company has paid all royalties accrued to ▇▇▇▇▇ through December 31, 2006, in each report case whether pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, the 1993 Agreement or otherwise. ▇▇▇▇▇ hereby further confirms and an independent certified public accountant or accounting firm selected agrees that (x) the License Agreement was terminated by LICENSOR the parties in October 2000 and acceptable (y) that, except for the Monthly Royalty payments and the royalties specified in Paragraph 5.1 for the period from January 1, 2007 through the date hereof, the Company has paid to LICENSEE may have access, on reasonable notice during regular business hours, not ▇▇▇▇▇ any and all financial obligations due and payable to exceed once per year, ▇▇▇▇▇ through the date hereof. The Company hereby confirms and agrees that ▇▇▇▇▇ has performed all of his obligations to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely provide consulting services to the accuracy of, or necessity for, Company through the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEdate hereof.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 6.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars necessary to LICENSOR show the amounts payable to OSU. The books of account shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. The books and supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for inspection by OSU or its agents to verify not more than once during any such calendar year LICENSEE’s royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of discrepancy in reporting which is greater than five percent (5%) to OSU’s detriment, LICENSEE agrees to pay the full reasonably and actually incurred cost of such inspection (subject to its right to contest the same). 6.2 LICENSEE shall provide to OSU a written annual report in writing specifying on or before January 31 of each calendar year. The annual report shall include: reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding calendar twelve (12) months, and plans for the coming year. 6.3 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall provide quarterly reports to OSU. The quarterly reports shall be delivered within forty-five (45) days after March 31, June 30, September 30, and December 31 of each year. The quarterly reports shall give particulars of the business conducted by LICENSEE and its sublicensees during the preceding quarter that are pertinent to a royalty accounting, including: (a) the number or amount of Licensed Products LICENSED PRODUCTS manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, LICENSEE and all sublicensees; (b) the total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE and all Licensed Products sold, sublicensees; (c) deductions as applicable in paragraph 1.6, accounting for all LICENSED PROCESSES used or sold by LICENSEE and all sublicensees: (d) deductions applicable as provided in Article 1.11; (e) payments due on SUBLICENSE REVENUE from sublicensees under Article 3.1(d); (f) any minimum annual royalty payment credits applicable against running royalties; (g) total royalties due, ; and (eh) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofsublicensees. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent[*****], the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one 3.4.1 COMPANY shall deliver to PENN within forty-five (145) year days after the end of each CALENDAR QUARTER following the first saleSALE, a written report, certified by the LICENSEE chief financial officer or treasurer of COMPANY (or an officer of COMPANY charged with the duties typically entrusted to the chief financial officer or treasurer of a Delaware corporation), setting forth the calculation of the royalties due to PENN under Section 3.1.3 hereof for such CALENDAR QUARTER, including, without limitation: 3.4.1.1 Gross consideration for SALES of PENN LICENSED PRODUCTS, including all amounts invoiced, billed or received; 3.4.1.2 NET SALES of PENN LICENSED PRODUCTS listed by country; 3.4.1.3 Monies spent directly for development of PENN LICENSED PRODUCTS by COMPANY, its subsidiaries, sublicensees, business partners and independent contractors in any given year to be applied as a credit against the due diligence fees in Section 3.2.4; 3.4.1.4 Royalties owed to PENN, listed by category, including, without limitation, earned, sublicensee-derived, and minimum royalty categories; and 3.4.1.5 Minimum royalty amounts credited against earned royalty payments. 3.4.2 COMPANY shall furnish to LICENSOR a report in writing specifying during pay the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due under Section 3.1.3 within forty-five (45) days following the last day of each calendar quarter CALENDAR QUARTER in which the royalties accrue. With royalties, COMPANY shall send the report described in Section 3.4.1. 3.4.3 COMPANY shall maintain, and cause its sublicensees to maintain, complete and accurate books and records which enable the royalties payable under this AGREEMENT to be verified. The records for each year CALENDAR QUARTER shall be maintained for three years after the submission of the report covering such period, under Section 3.4. Upon reasonable prior notice to COMPANY, COMPANY shall provide PENN (or an independent, certified public accounting firm selected by PENN and reasonably acceptable to COMPANY) with access, during normal business hours, to all books and records relating to the SALES of PENN LICENSED PRODUCTS by COMPANY and its sublicensees to conduct a review or audit of those books and records solely for purposes of verifying royalties paid or due under this AGREEMENT. Access to COMPANY’s and sublicensee’s books and records for the applicable period(s) shall be available at least once each CALENDAR YEAR, during normal business hours, during the term of this AgreementAGREEMENT and for three years after the expiration or termination of this AGREEMENT. Each such report shall be accompanied If the audit is performed by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1an independent, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR PENN and reasonably acceptable to LICENSEE may have accessCOMPANY and such auditor determines that COMPANY has underpaid royalties by five percent (5%) or more, on reasonable notice during regular business hoursthen COMPANY shall pay the costs and expenses of PENN and its accountants in connection with their review or audit, not to exceed once per year, in addition to such records underpayment. 3.4.4 PENN is entitled to verify only one copy of any reports under this Section 3.4, and shall distribute such reports and payments. Such accountant or accounting firm shall not disclose audit results only to LICENSOR nay information other than that information relating solely such persons as may reasonably require such reports or audit results in order for PENN to the accuracy offulfill its obligations, or necessity forenforce its rights, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEunder this AGREEMENT.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 6.1. LICENSEE shall furnish keep full, true and accurate books of account containing all particulars necessary to show the amounts payable to LICENSOR. The books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. The books and supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for inspection by LICENSOR or its agents to verify LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of discrepancy in reporting which is greater than [***] percent ([***]%) to LICENSOR's detriment, LICENSEE agrees to pay the full cost of such inspection. 6.2. LICENSEE shall provide to LICENSOR a an annual written report in writing specifying within 30 days of December 31st of each calendar year. The annual report shall include reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding calendar 12 months, and plans for the coming year. LICENSEE shall also provide LICENSOR with such additional details of development, marketing and financial expenditures directly relating to the DRUG PRODUCT and LICENSED PRODUCT as the LICENSOR may from time to time reasonably request. 6.3. After the FIRST SALE of a DRUG PRODUCT, LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall provide quarterly reports to LICENSOR. The quarterly reports shall be delivered contemporaneously with the payment of EARNED ROYALTIES pursuant to Section 3.13. Such reports shall give particulars of the business conducted by LICENSEE and its SUBLICENSEES during the preceding quarter that are pertinent to a royalty accounting, including: (a) the number or amount of Licensed Products DRUG PRODUCTS and LICENSED PRODUCTS manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, LICENSEE and all SUBLICENSEES and AFFILIATES; (b) the total ▇b▇▇▇▇▇▇▇ for DRUG PRODUCTS and LICENSED PRODUCTS sold by LICENSEE and all Licensed Products sold, SUBLICENSEES and AFFILIATES; (c) deductions as applicable in paragraph 1.6, accounting for all LICENSED PROCESSES used or sold by LICENSEE and all SUBLICENSEES and AFFILIATES: (d) deductions applicable as provided in Section 1.26; (e) total royalties due, ; and (ef) names and addresses of all SublicenseesSUBLICENSEES. Such reports shall be due within forty-five (45) INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 6.4. On or before 90 days following the last day close of each calendar quarter in each LICENSEE's fiscal year, LICENSEE shall provide LICENSOR with LICENSEE's certified financial statements for the preceding fiscal year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For including, at a period of three (3) years from the date of each report pursuant to Paragraph 10.1minimum, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, a Balance Sheet and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEOperating Statement.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 5.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR a report UFRFI hereunder. Said books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, to the inspection of UFRFI or its agents for the purpose of verifying LICENSEE's royalty statement or compliance in writing specifying other respects with this Agreement. 5.2 LICENSEE shall deliver to UFRFI true and accurate reports, giving such particulars of the business conducted by LICENSEE and its Co-Developer during the preceding calendar quarter three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following; (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, manufactured and sold. (b) the total ▇▇▇▇bill▇▇▇▇ ▇▇▇ Licensed Products sold. (c) accounting for all Licensed Products Processes used or sold, (c) deductions as applicable in paragraph 1.6, . (d) total royalties due, deductions applicable as provided in Paragraph 1.5. (e) total royalty due. (f) names and addresses of all Sublicenseesthe Co-Developer of LICENSEE. Such The reports required by this Section 5.2 shall be due made within forty-five (45) days following after December 31 each year until the last day first NDA or PLA or similar governmental regulatory marketing approval is obtained. Beginning with the calendar quarter during which said first approval occurs LICENSEE shall, within forty-five (45) days after March 31, June 30, September 30 and December 31, of each calendar quarter in year, deliver to UFRFI the reports required by this Section 5.2 5.3 With each year during such report submitted, LICENSEE shall pay to UFRFI the term of royalties due and payable under this Agreement. Each such report If no royalties shall be accompanied by due, LICENSEE shall so report. 5.4 The license and royalty payments set forth in this Agreement shall, if overdue, bear interest until payment in full at the monthly rate of one percent (1%). The payment of such interest shall not foreclose UFRFI from exercising any other rights it may have as a consequence of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoflateness of any payment. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 5.1 LICENSEE shall furnish keep, and shall require its Affiliates and subLICENSEEs to LICENSOR keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to SKI hereunder. Said books and records shall be maintained for a report period of no less than five (5) years following the period to which they pertain. SKI shall have the right to cause an independent, certified public accountant reasonably acceptable to Company to audit such records to confirm payments due hereunder for a period covering not more than the preceding four (4) years. Such audits may be exercised no more than once per year during normal business hours upon reasonable prior written notice to Company. No accounting period of Company shall be subject to audit more than one time for the same purpose. SKI shall bear the full cost of such audit unless such audit discloses an underpayment by Company of more than ten percent (10%) or $50,000, for any twelve (12) month period, in writing specifying which case, Company shall bear the full cost of such audit and shall promptly remit to SKI the amount of any underpayment, plus interest as stipulated in Section 4.4. 5.2 LICENSEE, prior to or on January 1 of each year, shall deliver to SKI reports relaying update and status information on LICENSEE’s business, research and development progress relating to the Biological Material Derived Antibodies, including projections of activity or milestones anticipated for the next reporting year. 5.3 LICENSEE, prior to or on January 1 of each year, beginning in the year following receipt of any Net Sales Revenues or milestone or royalty payments, shall deliver to SKI true and accurate reports, giving such particulars of the business conducted by LICENSEE and its subLICENSEEs during the preceding calendar quarter twelve-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following, to be itemized per Licensed Product and Licensed Process: (a) the number or amount Number of Licensed Products sold hereunder by LICENSEEand Licensed Processes commercially used, and/or its Affiliates manufactured and sold, rented or Sublicensees, leased. (b) the total Total ▇▇▇▇▇▇▇▇ for all Licensed Products and Licensed Processes commercially used, sold, rented or leased. (c) deductions Deductions applicable as applicable provided in paragraph 1.6, Section 1.10. (d) total Total royalties due, . (e) names Names and addresses of all Sublicensees. Such reports subLICENSEEs of LICENSEE. (f) Total royalty income from all revenues subject to subLICENSEEs’ royalties. (g) Total sublicensing fee income. 5.4 With each such report submitted, LICENSEE shall be pay to SKI the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofdue, LICENSEE shall so report. 10.2 For 5.5 Milestone payments shall be reported and paid when due. 5.6 LICENSEE agrees to forward to SKI a period copy of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report any and accompanying payment made to LICENSOR under this Agreementall fully executed sublicense agreements, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable further agrees to LICENSEE may have access, on reasonable notice during regular business hours, not timely forward to exceed once per year, to such records to verify SKI a copy of such reports and payments. Such accountant or accounting firm shall not disclose received by LICENSEE from its subLICENSEEs relating to LICENSOR nay information other than that information relating solely to Licensed Products during the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEpreceding Royalty Year.

Reports and Records. 10.1 Commencing one 4.3.1 VGXI shall deliver to INO within forty-five (145) year days after the end of each CALENDAR QUARTER following the first saleSALE of INO LICENSED PRODUCTS, a written report, certified by the LICENSEE chief financial officer or treasurer of VGXI (or an officer of VGXI charged with the duties typically entrusted to the chief financial officer or treasurer of a Delaware corporation), setting forth the calculation of the royalties due to INO under Section 4.1.2 herein for such CALENDAR QUARTER, including, without limitation: 4.3.1.1 Gross consideration for SALES of INO LICENSED PRODUCTS, including all amounts invoiced, billed or received; 4.3.1.2 NET SALES of INO LICENSED PRODUCTS listed by country; 4.3.1.3 Royalties owed to INO, listed by category, including, without limitation, earned, sublicensee-derived, and minimum royalty categories. 4.3.2 VGXI shall furnish to LICENSOR a report in writing specifying during pay the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due under Section 4.1.2 within forty-five (45) days following the last day of each calendar quarter CALENDAR QUARTER in which the royalties accrue. With royalties, VGXI shall send the report described in Section 4.3. 4.3.3 VGXI shall maintain, and cause its sublicensees to maintain, complete and accurate books and records which enable the royalties payable under this AGREEMENT to be verified. The records for each year CALENDAR QUARTER shall be maintained for three (3) years after the submission of the report covering such period. Upon reasonable prior notice to VGXI, VGXI shall provide INO (or an independent, certified public accounting firm selected by INO and reasonably acceptable to VGXI) with access, during normal business hours, to all books and records relating to the SALES of INO LICENSED PRODUCTS by VGXI and its sublicensees to conduct a review or audit of those books and records solely for purposes of verifying royalties paid or due under this AGREEMENT. Access to VGXI’s and sublicensee’s books and records for the applicable period(s) shall be available at least once each CALENDAR YEAR, during normal business hours, during the term of this AgreementAGREEMENT and for three years after the expiration or termination of this AGREEMENT. Each such report shall be accompanied If the audit is performed by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1an independent, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR INO and reasonably acceptable to LICENSEE may have accessVGXI and such auditor determines that VGXI has underpaid royalties by five percent (5%) or more, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports then VGXI shall pay the costs and payments. Such accountant expenses of INO and its accountants in connection with their review or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than plus a ten percent (10%) percentpenalty on the underpayment amount, in addition to such underpayment. 4.3.4 INO is entitled to only one copy of any reports under this Section 4.3, and shall distribute such reports or audit results only to such persons as may reasonably require such reports or audit results in order for INO to fulfill its obligations, or enforce its rights, under this AGREEMENT. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the cost of the audit shall be paid by LICENSEECommission.

Reports and Records. 10.1 Commencing one 5.1 LICENSEE shall keep full, complete, true and accurate books of account containing all particulars relating to the manufacture and sales with respect to LICENSED PRODUCTS, and any allowed credits, which may be necessary to ascertain and verify the royalties payable to ACT. Said books and accounts shall be kept at LICENSEE’s principal place of business. At the request of ACT, but not more than once in each calendar year and provided ACT provides LICENSEE with at least ten (110) year after days prior written notice, LICENSEE shall permit an independent certified public accountant, selected by ACT, to have access, during regular business hours of LICENSEE, to such records to determine, for any calendar quarter commencing not more than two years prior to the first saledate of such request, the completeness and accuracy of such books and records, and the accuracy of reports submitted to ACT and/or payments made to ACT. If any such inspection discloses an error in any royalty payment, LICENSEE shall furnish pay to LICENSOR a report in writing specifying during ACT, within thirty (30) days of the preceding calendar quarter discovery of the error, (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicenseesall deficiencies in royalty payments, (b) interest on such deficiencies from the date such royalty payment was due until the date paid at the rate equal to one and one-half percent (1½%) per month, and (c) if such error is in excess of ten percent (10%) of any royalty payment, the cost of the audit. In all other cases, the costs of the audit shall be paid for by ACT. All information disclosed pursuant to an audit shall be treated as CONFIDENTIAL INFORMATION of LICENSEE and shall not be disclosed to any third party or used for any purpose other than to determine the correctness of the payment. 5.2 After the first commercial sale of a LICENSED PRODUCT, LICENSEE, within forty-five (45) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to ACT a true and accurate report, giving such particulars of the business conducted by or on behalf of LICENSEE during the preceding three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. Without limiting the generality of the foregoing, these reports shall include at least the following: (a) number of LICENSED PRODUCTS manufactured and sold by or on behalf of LICENSEE; (b) total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, LICENSED PRODUCTS sold by or on behalf of LICENSEE; (c) deductions applicable as applicable provided in paragraph 1.6, Paragraph 1.4; and (d) total royalties due, (e) the names and addresses of all Sublicensees. Such reports parties making or selling LICENSED PRODUCTS on behalf of LICENSEE. 5.3 With each such report submitted, LICENSEE shall be pay to ACT the royalties due within forty-five (45) days following the last day of each calendar quarter in each year during the term of and payable under this Agreement. Each such report If no royalties shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofdue, LICENSEE shall so report. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 ​ 11.1 Prior to first Net Sale, LICENSEE agrees to provide UNIVERSITY with an annual written report specifying the progress of research, development, and marketing activities. Commencing one with the first (11st) year calendar quarter after the first saleNet Sale, the LICENSEE shall furnish provide to LICENSOR UNIVERSITY a written report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or LICENSEE and its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products Product(s) sold, (c) deductions as applicable in paragraph 1.6to calculate Net Sales, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five fifty (455O) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR UNIVERSITY in United States dollars calculated in accordance with Section 8.1 hereof.dollars. ​ 10.2 11.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1section 11.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR UNIVERSITY under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR UNIVERSITY and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once twice per year, to such records to verify such reports and payments. LICENSEE's acceptance of UNIVERSITY's selection of said Certified Public Accountant or Accounting firm shall not be unreasonably withheld. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay UNIVERSITY any information other than that ​ ​ ​ information relating solely to the accuracy of, or necessity for, the reports and payments made hereunderhereunder and shall sign LICENSEE'S standard confidentiality agreement prior to obtaining access to any records. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR UNIVERSITY unless in the event that the audit reveals an underpayment of royalty or sublicensing fees by more than ten five (105%) percent, in which case the cost of the audit shall be paid by LICENSEE.. ​

Reports and Records. 10.1 Commencing 6.1 Licensee shall keep, and shall cause its Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Licensor hereunder, and said books and the supporting data shall be open, to the extent allowable by applicable law, during business hours upon five (5) business days notice for three (3) years following the end of the calendar year to which they pertain, to the inspection of Licensor or its agents, no more frequently than semi-annually, for the purpose of verifying Licensee's royalty statement or compliance in other respects with this Agreement (the "Audit"). This obligation to maintain accurate books of account and the right to inspect them shall survive termination of this Agreement. Licensee may submit a new statement correcting an unintentional and newly discovered overpayment within one hundred twenty (1120) year days after the first saleclose of Licensee's corporate fiscal year in which the original payment was due. Licensee's sole remedy for overpayment is credit against future payments due to Licensor hereunder, unless such overpayment is made on the LICENSEE last payment due under this Agreement, in which case Licensor shall furnish reimburse such overpayment to LICENSOR a report in writing specifying Licensee within sixty (60) days of receipt of the new statement. 6.2 Licensee, within sixty (60) days after the end of each calendar quarter, shall deliver to Licensor true and accurate reports, giving such particulars of the business conducted by Licensee and its Sublicensces during the preceding calendar quarter three (3) month period under this Agreement as shall be pertinent to a royalty accounting hereunder, including without limitation: (a) the number or amount of Licensed Products manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, Licensee and by each Sublicensee; (b) the total billings for Licensed Products sold by Licensor and by, Sublicensee; (▇) ▇▇▇▇▇▇▇▇ counting for all Licensed Products used or sold, (c) deductions as applicable in paragraph 1.6, ; and (d) total royalties due, (e) names and addresses of all SublicenseesSublicensees of Licensee. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in In the event that the audit reveals Audit shows an underpayment, Licensee shall pay licensor the amounts underpaid. In addition, in the event the Audit shows an underpayment of royalty by or more than ten five percent (105%) percentfor any calendar quarter, Licensee shall pay Licensor, in addition to the cost amounts underpaid, costs of the audit shall be paid by LICENSEEAudit and interest on the underpayment at an annual rate of five percent (5%).

Reports and Records. 10.1 Prior to first Net Sale, LICENSEE agrees to provide UNIVERSITY with an annual written report specifying the progress of research, development, and marketing activities. Commencing one with the first (1) year calendar quarter after the first saleNet Sale, the LICENSEE shall furnish provide to LICENSOR UNIVERSITY a written report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or LICENSEE and its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products Product(s) sold, (c) deductions as applicable in paragraph 1.6to calculate Net Sales, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR UNIVERSITY in United States dollars calculated in accordance with Section 8.1 hereofdollars. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph Section 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR UNIVERSITY under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR UNIVERSITY and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once twice per year, to such records to verify such reports and payments. LICENSEE’s acceptance of UNIVERSITY’s selection of said Certified Public Accountant or Accounting firm shall not be unreasonably withheld. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay information UNIVERSITY any Information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR UNIVERSITY unless in the event that the audit reveals an underpayment of royalty by more than ten five (105%) percent, In which case the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) During the term of this Agreement and before the COMPANY launches sale of Licensed Products, COMPANY shall provide semi-annual report due June 30, and December 31 of each calendar year detailing COMPANY’s research and development activities and efforts. Further, after commencing the first sale, the LICENSEE COMPANY shall furnish to LICENSOR MIAMI reports on a report in writing quarterly specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEECOMPANY, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR MIAMI in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEECOMPANY, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR MIAMI under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR MIAMI and acceptable to LICENSEE COMPANY may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay MIAMI any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR MIAMI unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent[*****], the cost of the audit shall be paid by LICENSEECOMPANY.

Reports and Records. 10.1 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of evidencing the amounts payable to IGI by way of royalty as aforesaid. Said books of account shall be kept at the Company's principal place of business and the supporting data shall be opened up to IGI twice per year upon reasonable notice to the Company. In addition, for two (2) years following the end of the calendar year to which they pertain, said books of account shall be opened up for inspection by IGI's internal accounting staff, independent accountants, chief financial officer and/or by another qualified professional designated by IGI, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statements or compliance in other respects with this Agreement. If an inspection shows an under reporting or underpayment of royalties in excess of the greater of $50,000 or two percent (2%) of royalties payable for the preceding twelve (12) month period, then the Company shall within ten (10) days reimburse IGI for the all costs and expenses of the inspection together with payment of the full amount of the unreported royalties, including any late charges as required by paragraph 5.4 of this Agreement. 5.2 Commencing one (1) year after with the date upon which the Company or any of its Affiliates or sublicensees makes its first salecommercial sale of a Licensed Product, the LICENSEE Company shall furnish thereafter deliver to LICENSOR a report in writing specifying IGI within 60 days following each fiscal quarter ending March 31, June 30, September 30 and December 31 of each calendar year. complete and accurate reports, giving such particulars of the business conducted by the Company and its Affiliates and sublicensees during the preceding calendar quarter (a) under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the number or amount following: 5.2.1 List of all Licensed Products used, leased, sold hereunder or distributed by LICENSEE, and/or or for the Company or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ sublicensees. 5.2.2 Total gross amounts invoiced for all Licensed Products soldused, (c) leased, sold or distributed by or for the Company or its Affiliates or its sublicensees. 5.2.3 Total amount of deductions as applicable in paragraph 1.6computed "Net Sales" as defined in Paragraph 1.7 on gross amounts invoiced for Licensed Products used, (d) total disturbed, leased, or sold by or for the Company or its Affiliates or its sublicensees. 5.2.4 Total royalties due, (e) names due from Net Sales of Licensed Products by or for the Company or its Affiliates or its sublicensees. 5.2.5 Names and addresses of all Sublicenseessublicensees and Affiliates of the Company. 5.2.6 On an annual basis, the year-end financial statements for each of the Company and its Affiliates and sublicensees. 5.3 With each such quarterly report submitted, the Company shall pay to IGI the royalties due and payable under this Agreement. Such reports In the event no royalties shall be due within forty-five under the terms hereof, the Company shall inform IGI in writing. 5.4 Amounts which are not paid when due and which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (45) days following 2%). 5.5 The Company agrees to forward to IGI a copy of any and all reports, which are in substance similar to the last day reports required by this Article 5, received from any sublicensee and other documents received from any sublicensee as IGI may reasonably request, as may be pertinent to an accounting of royalties. The Company agrees that with respect to any and all Sublicense Agreements granted by the Company hereunder, the Sublicense Agreement executed by the Company and any such third party with respect thereto shall expressly include substantially similar reporting provision requirements for the sublicensee as set forth in this Article 5. 5.6 Subject to the confidentiality obligations described in Article 15, IGI agrees to hold in confidence each calendar quarter in each year during report delivered by the term Company pursuant to this Article 5 until the termination of this Agreement. Each , except for disclosure as is necessary for IGI's financial reporting and audit requirements and such report shall other disclosure by IGI as may be accompanied required by payment in full law, including without limitation any disclosure required for compliance with the laws, rules, and regulations of the amount due LICENSOR Securities and Exchange Commission ("SEC"), the American Stock Exchange ("AMEX") or any other regulatory body governing publicly traded companies to which IGI is currently or may be in United States dollars calculated in the future be subject. Notwithstanding the foregoing, IGI may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that IGI take reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order. 5.7 In accordance with Section 8.1 hereof. 10.2 For a period the terms of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, any and an independent certified public accountant or accounting firm selected by LICENSOR all quarterly royalty payments due and acceptable owing to LICENSEE may have accessIGI from the Company pursuant to Article 4 for fiscal quarters ending March 31, on reasonable notice during regular business hoursJune 30, not to exceed once per September 30 and December 31 of each of calendar year, and the corresponding royalty accounting reports pertinent thereto required under this Article 5, shall be made and delivered to by the Company to IGI within sixty (60) days after the end of each such records fiscal quarter.. However, pursuant to verify securities laws, rules, and regulations, IGI is required to file its quarterly financial reports on SEC Form 10-Q within 45 days of the end of each fiscal quarter, and, as such, cannot report therein royalty revenues earned for that quarter but for which payment thereof was not received within 45 days of the end of such reports quarter. As a result, since IGI will not receive payment for the royalties earned during each fiscal quarter until sixty (60) days after the end thereof, IGI shall be required to report the quarterly royalty payments received under this Agreement not in the quarter for which they were earned but in the subsequent quarter payment was received. In view thereof, the Parties expressly acknowledge and payments. Such accountant or accounting firm agree that each report delivered by the Company pursuant to this Article 5 shall not disclose to LICENSOR nay information other than that contain material nonpublic information relating solely to and having potential affect on the financial results to be reported by IGI for the subsequent quarter that payment was receive. The Parties further expressly acknowledge and agree that such information constitutes "inside information" subject to the accuracy ofnondisclosure requirements and other restrictions and obligations imposed under applicable securities laws, or necessity forrules and regulations. Based upon the foregoing, and subject to the confidentiality obligations described in Article 15, the reports Company agrees to hold in confidence each report and payments made hereunder. The fees any and expense of all information contained therein, in whole or part, delivered by the certified public accountant or accounting firm performing Company to IGI pursuant to this Article 5 until such verification shall be borne by LICENSOR unless in the event time that the audit reveals an underpayment such information has been reported by IGI's filing of its SEC Form 10-Q for the quarter in which the royalty payment was received by more than ten (10%) percentIGI.. Notwithstanding the foregoing, the cost of Company may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental subpoena, compulsory legal requirement or order, provided that the audit shall be paid by LICENSEECompany take reasonable steps to provide IGI with adequate time and opportunity to contest such subpoena, compulsory legal requirement or order.

Reports and Records. 10.1 Commencing one (1) year after 5.1 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the first sale, purpose of showing the LICENSEE shall furnish amounts payable to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount Licensor by way of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions royalty as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses aforesaid. Said books of all Sublicensees. Such reports account shall be due within forty-five (45) days following kept at the last day Company's principal place of each calendar quarter in each year during business and the term of this Agreement. Each such report supporting data shall be accompanied by payment in full of made available up to once per year upon reasonable notice to the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of Company, for three (3) years following the end of the calendar year to which they pertain, for inspection by the Licensor's internal audit division and/or by another designated auditor selected by the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or compliance in other respects with this Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of [*] of royalties payable for any twelve (12) month period and [*], then the Company shall reimburse the Licensor for the cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by Section 5.4 of this Agreement. All payments required under this Article 5 shall be due within fifteen (15) days of the date the Licensor provides the Company notice of the payment due. 5.2 Within thirty five (35) days from the date end of each report pursuant quarter of each calendar year, the Company shall deliver to Paragraph 10.1the Licensor complete and accurate reports, LICENSEEgiving such particulars of the business conducted by the Company during the preceding quarter under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold by or for the Company or its Affiliates; 5.2.2 Total amounts invoiced by the Company for Licensed Products and Licensed Processes used, leased or sold by or for the Company or its Affiliates; 5.2.3 Deductions applicable in computed Net Sales, if any; 5.2.4 Total royalties due based on Net Sales by or for the Company or its Affiliates or any sublicensee; and 5.2.5 Names and addresses of all sublicensees and Affiliates of the Company. In addition, within ninety (90) days of the end of each fiscal year of the Company, the Company shall keep records adequate provide the Company's year-end financial statements to verify the Licensor. 5.3 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and accompanying payment made to LICENSOR payable under this Agreement, and an independent certified public accountant or accounting firm selected subject to any applicable credits. Until such time as the first Licensed Product is approved by LICENSOR and acceptable to LICENSEE may have accessthe FDA, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm the Company shall not disclose be required to LICENSOR nay information make a report pursuant to this Article 5 (other than that information relating solely the provision of the Company's year-end financial statements). 5.4 Amounts which are not paid when due and which are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the accuracy ofthen prevailing prime rate of Citibank, or necessity forN.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agrees to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the reports and payments made hereunder. The fees and expense of the certified public accountant Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or accounting firm performing such verification shall be borne by LICENSOR unless in the event governmental request, subpoena, requirement or order, provided that the audit reveals an underpayment of royalty by more than ten (10%) percentLicensor take reasonable steps to provide the Company with the opportunity to contest such request, the cost of the audit shall be paid by LICENSEEsubpoena, requirement or order.

Reports and Records. 10.1 Commencing one the first (11st) year calendar quarter after the first sale, the LICENSEE shall furnish to LICENSOR JMHMD a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed licensed Products sold, (c) deductions as applicable in paragraph 1.6to calculate Net Sales, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR JMHMD in United States dollars calculated in accordance with Section 8.1 Paragraph 3.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1Paragraphic.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR JMHMD under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR JMHMD and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay JMHMD any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR JMHMD unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, in which case the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 11.1 Prior to first Net Sale, LICENSEE agrees to provide UNIVERSITY with an annual written report specifying the progress of research, development, and marketing activities. Commencing one with the first (11st) year calendar quarter after the first saleNet Sale, the LICENSEE shall furnish provide to LICENSOR UNIVERSITY a written report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or LICENSEE and its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products Product(s) sold, (c) deductions as applicable in paragraph 1.6to calculate Net Sales, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five fifty (455O) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR UNIVERSITY in United States dollars calculated in accordance with Section 8.1 hereofdollars. 10.2 11.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1section 11.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR UNIVERSITY under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR UNIVERSITY and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once twice per year, to such records to verify such reports and payments. LICENSEE's acceptance of UNIVERSITY's selection of said Certified Public Accountant or Accounting firm shall not be unreasonably withheld. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay UNIVERSITY any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunderhereunder and shall sign LICENSEE'S standard confidentiality agreement prior to obtaining access to any records. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR UNIVERSITY unless in the event that the audit reveals an underpayment of royalty or sublicensing fees by more than ten five (105%) percent, in which case the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 6.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount CRONKS hereunder. Said books of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for three (3) years following the end of the calendar year to which they pertain to the reasonable inspection of CRONKS or their agents, which shall in no event be more than twice in a calendar year, for the purpose of verifying LICENSEE's royalty calculations or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting of RUNNING ROYALTIES to CRONKS' detriment, LICENSEE agrees to pay the reasonable cost of the inspection which resulted in the discovery of the discrepancy, plus interest as required under Paragraph 6.4. 6.2 All royalties due within CRONKS from LICENSEE under this Agreement shall be payable on a CONTRACT QUARTERLY basis. Within forty-five (45) days following after the last day end of each calendar quarter in each year CONTRACT QUARTER during the term of this Agreement. Each such report , LICENSEE shall be accompanied by payment in full of pay CRONKS the amount royalties due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofParagraphs 5.1(c) and 5.1(d). LICENSEE shall simultaneously deliver with the payment of the royalties due to CRONKS true and accurate reports, giving such particulars to the business conducted by LICENSEE and its sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: a. number of PRODUCTS manufactured and/or sold by or for LICENSEE and all sublicensees; b. total invoiced dollar amount for PRODUCTS manufactured and/or sold by or for LICENSEE and all sublicensees; c. accounting for NET SALES, noting the deductions applicable as provided in Paragraph 1.6; d. RUNNING ROYALTIES less any applicable MINIMUM ROYALTIES previously paid, due under Paragraph 5.1(c); e. royalties due on other payments from sublicensees under Paragraph 5.1(e); f. total royalties due; and g. names and addresses of all sublicensees, if any, of LICENSEE. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, 6.3 If no RUNNING ROYALTIES shall keep records adequate to verify each such report and accompanying payment made to LICENSOR be due under this Agreement, LICENSEE shall so report. 6.4 Royalty and an independent certified public accountant or accounting firm selected by LICENSOR other payments set forth in Article 5 and acceptable to LICENSEE amounts due under Article 7 shall, if overdue, bear interest until payment at a per annum rate two percent (2%) above the prime rate as published in the Wall Street Journal on the due date. The payment of such interest shall not foreclose CRONKS from exercising any other rights they may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense as a consequence of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment lateness of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEany payment.

Reports and Records. 10.1 Commencing one 5.1 During the term and for a period of three (13) years following the end of the calendar year after to which they pertain, LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the first sale, purpose of showing the amount payable to UKRF by way of royalty as aforesaid. Said books of account shall be kept at the principal place of business of the LICENSEE or any relevant division or Affiliate of LICENSEE to which this Agreement relates. UKRF shall furnish have the right to LICENSOR a report inspect and copy such books and records of LICENSEE to the extent necessary for such purpose, provided that such activity shall be conducted during LICENSEE’s regular business hours upon at least five (5) days prior written notice and, provided further that, UKRF may not inspect more than once in writing specifying any calendar year. The cost of inspection shall be paid by UKRF. 5.2 LICENSEE, within thirty (30) days after December 31, of each year, shall deliver to UKRF true and accurate reports, giving such particulars of the business conducted by LICENSEE during the preceding calendar quarter twelve-month period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) the number or amount of All Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, manufactured and sold; (b) the total Total ▇▇▇▇▇▇▇▇ for all Licensed Products Product sold, ; (c) deductions Deductions applicable as applicable provided in paragraph 1.6, Article 4; (d) total Total royalties due (or a statement that none are due, ); (e) names Names and addresses of all Sublicenseessublicensees of LICENSEE; and (f) Annually, the LICENSEE’s certified financial statements for the preceding twelve (12) months including, at a minimum, a Balance Sheet and an Operating Statement. 5.3 LICENSEE will provide a copy within 30 days of any other form of financial report, business plan or other similar report related to the Licensed Technology that it issues to any third party or to shareholders. In addition, upon written request of UKRF, LICENSEE shall make one or more representatives available for a confidential update about the status of the company. Such reports updates shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed no more frequent than once per year, to year and UKRF will reimburse any reasonable out-of-pocket expenses incurred by LICENSEE in complying with such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEupdate requests.

Reports and Records. 10.1 Commencing one (1) year after the first sale9.1 By [*] of each year, the LICENSEE shall furnish to LICENSOR UNIVERSITY a written annual report in writing specifying during covering the preceding calendar quarter year. The report shall include information sufficient to enable UNIVERSITY to satisfy reporting requirements of the Government and for UNIVERSITY to ascertain progress by LICENSEE toward meeting the Agreement’s diligence requirements. Each report shall describe, where relevant: LICENSEE’s progress toward commercialization of Licensed Product(s) and/or Licensed Process(es), including work completed, key scientific discoveries, summary of work-in-progress, current schedule of anticipated events or milestones, market plans for introduction of the Licensed Product(s) or Licensed Process(es), and significant corporate transactions involving the Licensed Product(s) or Licensed Process(es). LICENSEE shall notify each Institution’s Office of Technology Transfer prior to commencing any clinical trials at Institution. In addition, the report shall specify (a) the number or amount of Licensed Products Product(s) and Licensed Process(es) sold hereunder by LICENSEE, LICENSEE and/or its Affiliates or Sublicensees, if any; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products Product(s) and Licensed Process(es) sold, if any; (c) deductions as applicable in paragraph 1.6, applicable; (d) total royalties due, and (e) the names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof, if any. 10.2 9.2 For a period of three (3) [*] years from the date of each report pursuant to Paragraph 10.1Section 9.1, LICENSEE, LICENSEE shall keep records adequate to verify each such report and accompanying payment made to LICENSOR the UN IVERSITY under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Finn selected by LICENSOR UNIVERSITY and acceptable to LICENSEE (the “Independent Accountant”) [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. may have access, on reasonable notice during regular business hours, not to exceed once twice per year, to such records to verify such reports and payments. LICENSEE’s acceptance of UNNERSITY’s selection of said Independent Accountant shall not be unreasonably withheld. Such accountant or accounting firm Independent Accountant shall not disclose to LICENSOR nay UNIVERSITY any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm Independent Accountant performing such verification shall be borne by LICENSOR UNIVERSITY, unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent[*], in which case the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 5.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars necessary to LICENSOR show the amounts payable to OBX. The books of account shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. The books and supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for inspection by OBX or its agents to verify LICENSEE’s royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of discrepancy in reporting which is greater than three percent (3%) to OBX’s detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 LICENSEE shall provide to OBX a written annual report on or before September 1 of each calendar year. The annual report shall include a report in writing specifying of progress on marketing and sales of LICENSED PRODUCT during the preceding calendar twelve (12) months and plans for the coming year. 5.3 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall provide quarterly reports to OBX. The quarterly reports shall be delivered within fourteen (14) days after March 31, June 30, September 30, and December 31 of each year. The quarterly reports shall give particulars of the business conducted by LICENSEE during the preceding quarter that are pertinent to a royalty accounting, including: (a) the number or amount of Licensed Products LICENSED PRODUCTS manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, ; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, LICENSED PRODUCTS sold by LICENSEE; (c) deductions as applicable in paragraph 1.6, accounting for all LICENSED PROCESSES used or sold by LICENSEE: (d) deductions applicable to NET SALES as provided in Paragraph 1.6; and (e) total royalties due, . 5.4 On or before ninety (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (4590) days following the last day close of each calendar quarter in each LICENSEE’s fiscal year, LICENSEE shall provide OBX with LICENSEE’s certified financial statements for the preceding fiscal year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For including, at a period of three (3) years from the date of each report pursuant to Paragraph 10.1minimum, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, a Balance Sheet and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEOperating Statement.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 6.1 LICENSEE shall furnish keep full, true and accurate books of account containing all particulars necessary to LICENSOR show the amounts payable to CSU. The books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. The books and supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for inspection by CSU or its agents to verify LICENSEE's royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of discrepancy in reporting which is greater than two percent (2%) to CSU's detriment, LICENSEE agrees to pay the full cost of such inspection. 6.2 LICENSEE shall provide to CSU a written annual report in writing specifying on or before September 1 of each calendar year. The annual report shall include: reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding calendar twelve (12) months, and plans for the coming year. 6.3 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall provide quarterly reports to CSU. The quarterly reports shall be delivered within fourteen (14) days after March 31, June 30, September 30, and December 31 of each year. The quarterly reports shall give particulars of the business conducted by LICENSEE and its sublicensees during the preceding quarter that are pertinent to a royalty accounting, including: (a) the number or amount of Licensed Products LICENSED PRODUCTS manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, LICENSEE and all sublicensees; (b) the total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE and all Licensed Products sold, sublicensees; (c) deductions as applicable in paragraph 1.6, accounting for all LICENSED PROCESSES used or sold by LICENSEE and all sublicensees: (d) deductions applicable as provided in Paragraph 1.6; (e) royalties due on additional payments from sublicensees under Paragraph 3.1.d; (f) any minimum annual royalty payment credits applicable against running royalties; (g) total royalties due, ; and (eh) names and addresses of all Sublicensees. Such reports shall be due within forty-five sublicensees. 6.4 [USE ONLY IF UTCC] On or before ninety (4590) days following the last day close of each calendar quarter in each LICENSEE's fiscal year, LICENSEE shall provide CSU with LICENSEE's certified financial statements for the preceding fiscal year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For including, at a period of three (3) years from the date of each report pursuant to Paragraph 10.1minimum, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, a Balance Sheet and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEOperating Statement.

Reports and Records. 10.1 Commencing one (1) year after the first saleA. Licensee shall keep, the LICENSEE and shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable Licensor to determine the royalty and other amounts payable to Licensor under this Agreement and the accuracy of the reports required under Paragraph C of this Article V. Said books of account shall be kept at Licensee's principal place of business or Sublicenseesthe principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least five (5) years following the end of the calendar year to which they pertain. B. Licensor shall have the right to audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or compliance in other respects with this Agreement. Licensor or its agents shall perform these audits at Licensor's expense during Licensee's regular business hours. If as a result of an audit it is determined that additional amounts owed to Licensor represent more than 10% of the originally reported amount, (b) Licensee shall reimburse Licensor for all reasonable costs incurred by Licensor in conducting the total ▇▇▇▇applicable audit. C. Licensee shall deliver to Licensor true and accurate reports by March 31, for the period July 1 through December 31 of the previous year, and on September 30, for the period January 1 through June 30 of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee's activities with respect to achieving the objectives of the Development Plan described in Article III above. These reports shall include at least the following: 1. Number of Marker Panel Products or Processes manufactured and sold. 2. Aggregate bill▇▇▇▇ ▇▇▇ Marker Panel Products and Processes sold. 3. Accounting for all Licensed Marker Panel Products and Processes sold. 4. Applicable deductions including an accounting of all funds that have been set aside for product development, (c) deductions as applicable in paragraph 1.6research work, (d) total clinical studies and regulatory approvals. 5. Total royalties due, (e) names . 6. Names and addresses of all Sublicensees of Licensee. 7. Payments received by Licensee from Affiliates and Sublicensees. 8. Such reports Marker Panel Products manufactured and sold to the U.S. Government. No royalty obligations shall be due within fortyarise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-five (45) days following free, nonexclusive license that may heretofore have been granted to the last day U.S. Government. 9. All consideration received from Sublicensees. D. Until the First Commercial Sale, Licensee shall provide to Licensor at least annually, on each anniversary of each calendar quarter in each year during the term Effective Date of this Agreement. Each such report shall be accompanied by payment , reasonable detail regarding the activities of Licensee and Licensee's Affiliates and Sublicensees relative to achieving the objectives set forth in full the Development Plan in a timely manner, including but not limited to, reports of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoffinancial expenditures to achieve said objectives, research and development activities, regulatory approvals, strategic alliances and manufacturing, sublicensing and marketing efforts. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify E. With each such report submitted, Licensee shall pay to Licensor the Running Royalties and accompanying payment made to LICENSOR other consideration, if any, due and payable under this Agreement. If no Running Royalties or other consideration, if any, shall be due, Licensee shall so report. F. On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide Licensor with Licensee's certified financial statements for the preceding fiscal year, including at a minimum a balance sheet and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEoperating statement.

Reports and Records. 10.1 Commencing one (1) year after 6.1 SSG shall for the first sale, the LICENSEE shall furnish to LICENSOR term of this Agreement submit a report in writing specifying during the preceding calendar quarter to INNOVET within thirty (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (4530) days after each December 31, March 31, June 30 and September 30 setting forth the royalty and fees then due and the basis for the calculation of such royalty and fees. Each such report shall include at least the following information for each shipment of Product: 1] the last day identity of the Purchaser; 2] the identity of the Product shipped; 3] the date of shipment; 4] the lot number of Product shipped; 5] the quantity of Product shipped; and 6] the price of Product. SSG shall submit a report even though no royalties or fees are due. 6.2 SSG shall within thirty (30) days after termination of this Agreement submit a report to INNOVET setting forth the royalty and fees then due and the basis for the calculation of such royalty and fees. Each such report shall include at least the following information for each calendar quarter in each year shipment of Product: 1] the identity of the Purchaser; 2] the identity of the Product shipped; 3] the date of shipment; 4] the lot number of Product shipped; 5] the quantity of Product shipped; and 6] the price of Product. SSG shall submit a report enen though no royalties or fees are due. 6.3 SSG shall keep separate, complete, accurate and current records and books of account of its sale of Product and of any other information required for the computation and verification of the amounts payable to INNOVET and shall allow inspection of such records by authorized representatives of INNOVET during reasonable hours and upon reasonable prior notice during the term of this AgreementAgreement and ninety (90) days thereafter. Each Copies of such report records shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereoffurnished to INNOVET at its business address on ten [10] days written notice to SSG. INNOVET shall pay all copying and mailing costs. 10.2 For 6.4 SSG acknowledges that INNOVET is a period of three (3) years from public company and must file reports with the date of each report Securities and Exchange Commission. Accordingly, records maintained by SSG pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification Agreement shall be borne by LICENSOR unless sufficiently detailed to satisfy INNOVET's auditors in connection with the event that the audit reveals an underpayment preparation of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEINNOVET's financial statements.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the 5.1 LICENSEE shall furnish keep and preserve, in accordance with generally accepted accounting principles and procedures, complete and accurate books, records and accounts containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSOR PSRF hereunder. Said books, records and accounts shall be kept at LICENSEE's principle place of business or the principle place of business of the appropriate division of LICENSEE to which this License Agreement relates. Said books and supporting data shall be open, upon reasonable notice at all reasonable times and places during business hours for five (5) years following the end of the calendar year to which they pertain, to the inspection of PSRF or its agents for the purpose of verifying LICENSEE's royalty statement or compliance in other respects with this License Agreement. Should such inspection lead to the discovery of a report greater than ten (10%) discrepancy in writing specifying reporting to PSRF's detriment, LICENSEE agrees to reimburse PSRF for the full cost of such inspection. 5.2 LICENSEE shall, within thirty (30) days of June 30 and December 31, of each year, deliver to PSRF true and accurate reports, giving such particulars of the business conducted by LICENSEE during the preceding calendar quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall be duly signed by an authorized signatory of LICENSEE on behalf of LICENSEE and shall include at least the following: (a) the number or amount and type of Licensed Products LICENSED PRODUCTs manufactured and sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, ; (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, LICENSED PRODUCTs sold by LICENSEE; (c) deductions listing of applicable deduction as applicable provided in paragraph 1.6, 1.6 hereinabove; and (d) total royalties due, (e) names and addresses of all Sublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify 5.3 With each such report submitted, LICENSEE shall pay to PSRF the royalties due and accompanying payment made to LICENSOR payable under this License Agreement. If no royalties shall be due, and an independent certified public accountant LICENSEE shall so report. 5.4 LICENSEE shall use the royalty reporting sheet attached hereto as Appendix A, or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per yeara substantial equivalent, to such records to verify such reports fulfill the royalty and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense reporting requirements of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.this Article V.

Reports and Records. 10.1 Commencing 5.1 The Licensee shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensors by way of Article 4 as aforesaid. Said books of account shall be kept at the Licensee’s principal place of business and up to two times per year the supporting data for the three (3) prior calendar years shall, upon reasonable notice to the Licensee, be open for inspection by an auditor selected by the Licensors, except one to whom the Licensee has reasonable objection, for the purpose of verifying the Licensee’s royalty statement or compliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of [***] dollars (1$[***]) year after or [***] percent ([***]%) of royalties payable for any twelve (12) month period, then the first saleLicensee shall reimburse the Licensors for the cost of the inspection at the time the Licensee pays the unreported royalties, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount including any late charges as required by paragraph 5.4 of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicenseesthis Agreement. Such reports All payments required under this Article 5 shall be due within forty-five sixty (4560) days following of the last day date the Licensors provide the Licensee notice of the payment due. 5.2 Within sixty (60) days from the end of each quarter of each calendar quarter in each year year, the Licensee shall deliver to the Licensors complete and accurate reports, giving such particulars of the business conducted by the Licensee during the term of preceding quarter under this Agreement. Each such report License Agreement as shall be accompanied pertinent to a royalty accounting hereunder. These shall include at least the following: 5.2.1 All Licensed Products and Licensed Processes used, leased or sold, by payment in full of or for the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereofLicensee, its Affiliates or any sublicensees. 10.2 For a period of three (3) years from 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the date of each report pursuant to Paragraph 10.1Licensee, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant its Affiliates or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEany sublicensees.

Reports and Records. 10.1 Commencing one (1) year after the first sale, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of Licensed Products sold hereunder by LICENSEE, and/or its Affiliates or Sublicenseessublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due, (e) names and addresses of all Sublicenseessublicensees. Such reports shall be due within forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For a period of three (3) years from the date of each report pursuant to Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement, and an independent certified public accountant Certified Public Accountant or accounting firm Accounting Firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant Accountant or accounting firm Accounting Firm shall not disclose to LICENSOR nay any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant Certified Public Accountant or accounting firm Accounting Firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEE.

Reports and Records. 10.1 Commencing one (1) year 3.7.1 Licensee must deliver to Licensor within [***] after the end of each Calendar Quarter after the first sale, the LICENSEE shall furnish to LICENSOR commercial sale of a Licensed Product a report in writing specifying during setting forth the preceding calendar quarter calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) the number or amount Number of Licensed Products sold hereunder included within Net Sales, listed by LICENSEE, and/or its Affiliates or Sublicensees, country; (b) the total ▇▇▇▇▇▇▇▇ Gross consideration for Net Sales of Licensed Product, including all Licensed Products soldamounts invoiced, billed, or received; (c) deductions Qualifying costs to be excluded from the gross consideration, as applicable described in paragraph 1.6Section 1.25, listed by category of cost; (d) total royalties due, Net Sales of Licensed Products listed by country; (e) names and addresses A detailed accounting of all Sublicensees. Such reports any royalty reductions applied pursuant to Section 3.5.2; (f) Royalties owed to Licensor, listed by category; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall be pay the royalties due under Section 3.5 within forty-five (45) days [***] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within [***] after the occurrence of a milestone event described in Section 3.4, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.4. 3.7.4 Within [***] after the receipt of any fees from any Third Party as described in Section 3.6, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.6. 3.7.5 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee. 3.7.6 Licensee shall maintain and require its Affiliates and all Sublicensees to maintain, complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [***] after the submission of each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the ReGenX Licensors (and their respective accountants) with access to all of the relevant books, records, and related background information required to conduct a review or audit of the royalties, fees, and payments payable to Licensor under this Agreement to be verified. Access will be made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s business; and (c) no more than once each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 10.2 For Agreement and for a period of three (3) five years from thereafter. Licensee will promptly pay to Licensor the date amount of each report pursuant to Paragraph 10.1any underpayment determined by the review or audit, LICENSEEplus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [***] or more, shall keep records adequate to verify each such report then Licensee will also promptly pay the costs and accompanying payment made to LICENSOR under this Agreement, expenses of Licensor and an independent certified public accountant the ReGenX Licensors and their respective accountants in connection with the review or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. Such accountant or accounting firm shall not disclose to LICENSOR nay information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall be paid by LICENSEEaudit.