Common use of Reports and Records Clause in Contracts

Reports and Records. 13.1 Commencing one year after the first sale, CARDIO shall furnish to PHAGE a report in writing specifying during the preceding calendar quarter: (a) the amount of Product sold hereunder by CARDIO; (b) the total ▇▇▇▇▇▇▇▇ for all Products sold; (c) the total royalties due; and (d) the names and addresses of all sublicensees. Such reports shall be due within 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 PHAGE in United States dollars. 13.2 For a period of three years from the date of each report pursuant to Section 13.1, CARDIO shall keep records adequate to verify each such report and accompanying payment made to PHAGE under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE and acceptable to CARDIO 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 PHAGE 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 PHAGE 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 CARDIO.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE and/or its Affiliate or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, Agreement and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO LICENSEE may have access, 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 PHAGE LICENSOR 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 accounting or Accounting Firm accounting firm performing such verification shall be borne by PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE any 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 certified public accountant or Accounting Firm accounting firm performing such verification shall be borne by PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicensees. Such reports shall be due within 45 sixty (60) 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE a LICENSOR report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 accompanies by payment in full of the amount due PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1paragraph 10.1, CARDIO LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO LICESEE 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE. 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. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all all. Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10. 1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE. 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. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6. (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 forty-five (45) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such WPB:404886:1 Such report shall be accompanied by payment in full of the amount due PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1, CARDIO Paragraph 10. 1. LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE. 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. 13.1 Commencing one 5.01 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) at all reasonable times for a minimum of 3 years following the end of the calendar year after to which they pertain. 5.02 DUKE shall, at its expense (except as specified below), have the first saleright, CARDIO from time to time and at reasonable times during normal business hours, through an independent certified public accountant, to 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 the calculation of any royalties and/or fees payable under this Agreement. Such examination and verification shall furnish not occur more than once each calendar year. If any such examination and verification reveals an underpayment by Licensee to PHAGE a report in writing specifying during the preceding calendar quarter: (a) DUKE of more than [***] for any quarter examined, Licensee shall immediately pay DUKE the amount of Product sold hereunder by CARDIO; such underpayment plus interest (bin accordance with Article 3.10) the total ▇▇▇▇▇▇▇▇ and shall reimburse DUKE for all Products sold;reasonable, documented expenses incurred in the examination and verification of the records by the independent certified public accountant. (c) the total royalties due; and (d) the names and addresses of all sublicensees. Such reports shall be due within 45 days following the last day 5.03 By [***] of each calendar quarter 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 term of this Agreementprior [***] period [***] and [***], respectively. Each such report shall be accompanied by payment in full Licensee must simultaneously with the submission of the amount reports pay to DUKE the royalties due PHAGE on such Net Sales in United States dollars. 13.2 For a period . Reports tendered must include the calculation of three years from royalties by product by country in substantially the date of each report pursuant to Section 13.1format provided in Appendix I. Minimum annual royalties, CARDIO shall keep records adequate to verify each such report and accompanying payment made to PHAGE under this Agreementif any, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE and acceptable to CARDIO 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 PHAGE which are due DUKE for 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 PHAGE unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, the cost of the audit shall calendar year must be paid by CARDIOLicensee along with the written report due on [***] of each year.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇bill▇▇▇▇ for ▇▇▇ all Products sold; , (c) the deductions as applicable in Paragraph 1.6, (d) amount of Net Royalties collected, (e) total royalties due; and , and (df) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Paragraph 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.2, CARDIO LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 or Accounting Firm performing such verification shall be borne by PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first salecommercial sale of a Product by LICENSEE and/or its Affiliates or sublicensees, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Products sold; , (c) the deductions as applicable in Section 1.9, (d) total royalties due; and , (de) the names and addresses of all sublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.110.1, CARDIO LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one year the first (1st) calendar quarter after the first sale, CARDIO the LICENSEE shall furnish to PHAGE JMHMD a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all licensed Products sold; , (c) the deductions as applicable to calculate Net Sales, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE JMHMD in United States dollarsdollars calculated in accordance with Paragraph 3.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraphic.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE JMHMD under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE JMHMD and acceptable to CARDIO 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 PHAGE 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 or Accounting Firm performing such verification shall be borne by PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 Commencing 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 (10) 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 date 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 pay to ACT, within thirty (30) days of the discovery of the error, (a) all 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 year after 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 salecommercial sale of a LICENSED PRODUCT, CARDIO LICENSEE, within forty-five (45) days after March 31, June 30, September 30 and December 31, of each year, shall furnish deliver to PHAGE ACT a report in writing specifying true and accurate report, giving such particulars of the business conducted by or on behalf of LICENSEE during the preceding calendar quarterthree-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) the amount number of Product LICENSED PRODUCTS manufactured and sold hereunder by CARDIOor on behalf of LICENSEE; (b) the total ▇▇▇▇▇▇▇▇ for all Products soldLICENSED PRODUCTS sold by or on behalf of LICENSEE; (c) the total royalties duedeductions applicable as provided in Paragraph 1.4; and (d) 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 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 PHAGE in United States dollarsdue, LICENSEE shall so report. 13.2 For a period of three years from the date of each report pursuant to Section 13.1, CARDIO shall keep records adequate to verify each such report and accompanying payment made to PHAGE under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE and acceptable to CARDIO 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 PHAGE 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 PHAGE 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 CARDIO.

Reports and Records. 13.1 11.1. Commencing one (1) year after the first salecommercial sale of a Product, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of units of such Product sold hereunder by CARDIO; LICENSEE, (b) the total ▇▇▇▇▇▇▇▇ amount invoiced for all Products units of such Product sold; , (c) all of the total royalties due; and deductions applicable in computing 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 (f) names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 sixty (60) 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 PHAGE to the LICENSOR in United States dollarsdollars calculated in accordance with section 10.1 hereof. 13.2 11.2. For a period of three (3) years from the date of each report pursuant to Section 13.112.1, CARDIO LICENSEE shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 such Certified Public Accountant or Accounting Firm performing such verification shall be borne by PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sub-assignees or licensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSub-Licensees or licensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 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 year with the first (1) calendar quarter after the first saleNet Sale, CARDIO the LICENSEE shall furnish provide to PHAGE UNIVERSITY a written report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE and its Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Products Product(s) sold; , (c) the deductions as applicable to calculate Net Sales, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE UNIVERSITY in United States dollars. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.110.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE UNIVERSITY under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE UNIVERSITY and acceptable to CARDIO 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 or Accounting Firm shall not disclose to PHAGE UNIVERSITY any information 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 Commencing one 10.1 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, CARDIO the COMPANY shall furnish to PHAGE MIAMI reports on a report in writing quarterly specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; COMPANY, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE MIAMI in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO COMPANY, shall keep records adequate to verify each such report and accompanying payment made to PHAGE MIAMI under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE MIAMI and acceptable to CARDIO 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 accountant or Accounting Firm accounting firm shall not disclose to PHAGE 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 certified public accountant or Accounting Firm accounting firm performing such verification shall be borne by PHAGE 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 CARDIOCOMPANY.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 10.1 Commencing one (1) year after the first sale, CARDIO the LICENSEE shall furnish to PHAGE LICENSOR a report in writing specifying during the preceding calendar quarter: quarter (a) the number or amount of Product Licensed Products sold hereunder by CARDIO; LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products sold; , (c) the deductions as applicable in paragraph 1.6, (d) total royalties due; and , (de) the names and addresses of all sublicenseesSublicensees. Such reports shall be due within 45 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 PHAGE LICENSOR in United States dollarsdollars calculated in accordance with Section 8.1 hereof. 13.2 10.2 For a period of three (3) years from the date of each report pursuant to Section 13.1Paragraph 10.1, CARDIO LICENSEE, shall keep records adequate to verify each such report and accompanying payment made to PHAGE LICENSOR under this Agreement, and an independent Certified Public Accountant certified public accountant or Accounting Firm accounting firm selected by PHAGE LICENSOR and acceptable to CARDIO 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 PHAGE LICENSOR 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 PHAGE 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 CARDIOLICENSEE.

Reports and Records. 13.1 Commencing one year Within [*] after the first saleend of each Calendar Quarter in which there are any Net Sales subject to the payment of royalties or other amounts under this Agreement (including any Lilly Sales for which payments are due under Section 7.5), CARDIO LICENSEE shall furnish to PHAGE LICENSOR a statement of Net Sales of each Product for such Calendar Quarter setting forth the gross sales and Net Sales of Products for each country in which Products were sold during such Calendar Quarter, a calculation of Net Sales (including a detailed description of deductions used to calculate Net Sales from gross sales pursuant to Section 1.58), and a calculation of royalties due pursuant to Article 7, together with a payment of royalties due for such Calendar Quarter. LICENSEE will mail and e-mail such report in writing specifying during the preceding calendar quarter: (a) the amount of Product sold hereunder by CARDIO; (b) the total to LICENSOR to ▇▇▇▇▇▇▇▇ for all Products sold; (c) the total royalties due; and (d) the names and addresses of all sublicensees. Such reports ▇▇▇▇▇▇▇▇▇, CFO, Furiex Pharmaceuticals, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, e-mail address [*] or to whom LICENSOR shall be due within 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 PHAGE in United States dollars. 13.2 For a period of three years designate from the date of each report pursuant time to Section 13.1, CARDIO shall keep records adequate to verify each such report and accompanying payment made to PHAGE under this Agreement, and an independent Certified Public Accountant or Accounting Firm selected by PHAGE and acceptable to CARDIO 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 PHAGE any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereundertime. The fees and expense of the Certified Public Accountant or Accounting Firm performing such verification shall be borne by PHAGE unless in the event that the audit reveals an underpayment amount of royalty by more than ten (10%) percent, the cost of the audit payment due to LICENSOR shall be paid by CARDIOLICENSEE concurrently with the remittance of each royalty report. Interest shall accrue on any payments due under this Agreement (including but not limited to royalties) not paid when due through and including the date upon which LICENSOR has collected the funds in accordance herewith at a rate equal to the lesser of: (a) the sum of [*] percent ([*]%) plus the LIBOR prime rate of interest quoted in the Money Rates (or equivalent) section of The Wall Street Journal (or any substitute source mutually agreed to by the Parties), calculated daily on the basis of a three hundred sixty (360) day year; or (b) the maximum interest rate allowed by Applicable Law. All royalty reports provided with respect to LICENSEE’s obligations under Section 7.5 shall contain information sufficient to enable LICENSOR to satisfy its corresponding obligations under the Lilly Agreement.