Common use of Reports and Records Clause in Contracts

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) of business for at least [***] ([***]) years following the end of the [***] to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTM.I.T. hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s ’S principal place(s) place of business for 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 least all reasonable times[***] for five ([***]5) years following the end of the [***] calendar year to which they pertain, and will to the inspection CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of a M.I.T. agent, who shall be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEEaccounting firm of national standing, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ ’S royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat the discovery of a greater than [***] discrepancy in reporting to M.I.T.’s detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 LICENSEE shall deliver to M.I.T. true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement as confidential all relevant matters but shall be free pertinent to disclose all conclusions diligence under Article 3 and royalty accounting hereunder: a. before the first commercial sale of any such inspection(sa LICENSED PRODUCT or LICENSED PROCESS, annually, on January 31 of each year; and b. after the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, quarterly, within sixty (60) to UNIVERSITY days after March 31, June 30, September 30 and support such conclusions with underlying confidential information if challenged by LICENSEEDecember 31, provided that all such disclosures of each year. These reports shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties.include at least the following: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding a. [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all ; b. [***] costs ]; c. [***]; d. [***]; e. [***]; f. [***]; and g. [***]. 5.3 With each such report submitted, LICENSEE shall pay to M.I.T. the royalties due and payable under this Agreement. If no royalties shall be 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 income statement. 5.5 The amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate [***]. The payment of such inspection interest shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY not foreclose M.I.T. from exercising any other rights it may have as a consequence of the full amount lateness of any underpaymentpayment. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawAS AMENDED.

Reports and Records. 4.1 UNIVERSITY 5.1. LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, descriptionkeep, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of shall require its Affiliates and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed ofsublicensees to keep, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTLICENSORS hereunder. Such Said books and records will shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) maintained for a period of business for at least no less than [***] years following the period to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]) years following the end of the [***] to which they pertain”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and will be open at all reasonable times for inspection by an independent certified public accountant who are reasonably acceptable to LICENSEE, AFFILIATE LICENSEE and are not paid in whole or SUBLICENSEE acting on behalf of UNIVERSITY in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s, AFFILIATES’ ’s payment obligations or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTLicense Agreement. The representative will be obliged to treat as confidential all relevant matters but Such inspections shall be free during normal working hours of LICENSEE. Any amounts shown to disclose have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection. 5.2. LICENSEE, within [***] after December 31st of each Royalty Year, shall deliver to LICENSORS true and accurate royalty reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding Royalty Year under this License 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 Service: (a) Number of Licensed Products and Licensed Services commercially used, manufactured and sold, rented or leased; (b) Total ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Services commercially used, sold, rented or leased; (c) Net Sales (including all conclusions deductions relevant to the calculation of Net Sales per its definition); (d) Total royalties due; (e) Names and addresses of all sublicensees of LICENSEE; (f) Total Non-Royalty Sublicense Income (including all deductions/exclusions relevant to the calculation of Non-Royalty Sublicense Income pursuant to Section 4.1(f)(v)); and (g) Total sublicensing fee income payable to LICENSORS. 5.3. With each such report submitted, LICENSEE shall pay to LICENSORS the Royalties and Non-Royalty Sublicense Income payments due and payable under this License Agreement consistent with the calculations included in such report. If no Royalties or Non-Royalty Sublicense Income payments shall be due, LICENSEE shall so report. 5.4. LICENSEE, within [***] after December 31st of each Royalty Year, shall deliver to LICENSORS an annual business development report, business development report. Such annual business development reports shall include business, research, development (including any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged Milestone Payment related events accomplished by LICENSEE, provided that all such disclosures shall be maintained its Affiliates or sublicensees), and regulatory approval updates for the preceding Royalty Year as confidential by such representative and UNIVERSITY with respect well as future development plans/projections for upcoming Royalty Years. LICENSORS reserve the right to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]% of ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. request reasonable revisions, clarifications, and expansions on any such business development report and LICENSEE shall consider in good faith such revisions clarifications, and expansions. Such report shall also detail the amount properly due UNIVERSITY with respect to the audited period is discovered in the course achievement of any such inspection, whereupon all [***] costs of such inspection shall be paid due diligence milestones due under Section 3.2 and/or Section 4.1(d) by LICENSEE, its Affiliates, or its sublicensees. If no due diligence milestones were achieved, LICENSEE shall so report. 5.5. LICENSEE will promptly pay agrees to UNIVERSITY the full amount timely forward to LICENSORS a copy of any underpaymentroyalty reports received by LICENSEE from its sublicensees during the preceding Royalty Year. LICENSORS shall treat all information provided by LICENSEE hereunder (including, together with interest thereon at without limitation, all royalty reports and all information provided in any business development report (either verbal or written)), as confidential to LICENSEE, which LICENSORS shall not disclose to any third party without the lower prior written consent of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawLICENSEE, nor use except to enforce LICENSEE’s obligations hereunder.

Reports and Records. 4.1 LICENSEE shall submit to UNIVERSITY a report semi-annually on or before January 15th and July 15th of each year after the EFFECTIVE DATE and such reports shall promptly notify include an updated business plan with a detailed summary describing LICENSEE’S technical and other efforts made towards commercialization of LICENSED PRODUCTS in each LICENSED FIELD under development. Representatives from LICENSEE in writing and UNIVERSITY will meet annually before January 30th of any IMPROVEMENTeach year subsequent to the year 2005 to discuss and review LICENSEE’s most recent business plan. 4.2 Following Subsequent to the FIRST COMMERCIAL SALE first commercial sale of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEPRODUCTS, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY within [***] ninety ([***]90) days following after the end first days of each [***] January, April, July, and October during the term life of this LICENSE AGREEMENTAGREEMENT and as of such dates, stating in each such report, if and as applicable, (i) report the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] preceding three calendar months and upon which royalty is payable as provided in Section Sections 3.3 and 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE receivedhereof. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, of prior to the date of such report. Until LICENSEE agrees to provide, in the FIRST COMMERCIAL SALE reports under this section a good faith estimate of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end allocation of royalties attributable to each July after patent within the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under developmentPATENT RIGHTS. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) place of business for at least [***] three ([***]3) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf a representative of UNIVERSITY solely for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesmatters. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment a variation or error in the calculation of NET SALES of LICENSED PRODUCTS or other fees, payments or royalties received by LICENSEE from sublicensees pursuant to Section 3.4.1 or 3.4.2 which form the basis for calculation of the royalties and other payments due to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect equal to the audited period or greater than one percent (1.0%) is discovered in the course of any such inspection, whereupon all [***] costs of such inspection relating thereto shall be paid by LICENSEE. . 4.5 LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower Prime Rate of (a) interest as reported in the then-current prime lending rate as published by the American East Coast Eastern edition of the The Wall Street Journal or on the date the payment is due plus two percent (b) 2%). Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the maximum rate Securities and Exchange Commission pursuant to Rule 24b-2 of interest allowed by lawthe Securities Exchange Act of 1934, as amended.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTJOHN▇ ▇▇▇K▇▇▇ ▇▇▇eunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) 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 at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY JOHN▇ ▇▇▇K▇▇▇ ▇▇ its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged Agreement. 5.2 Commencing with the first commercial sale of a Licensed Product, LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to treat as confidential all relevant matters but shall be free to disclose all conclusions JOHN▇ ▇▇▇K▇▇▇ ▇▇▇e and accurate reports, giving such particulars of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged the business conducted by LICENSEE, provided that all such disclosures its Subsidiaries and its sublicensees during the preceding three-month period under this Agreement as shall be maintained as confidential by such representative and UNIVERSITY with respect pertinent to third parties.a royalty accounting hereunder. These shall include at least the following: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or All Licensed Products manufactured and sold. (b) Total bill▇▇▇▇ ▇▇▇ Licensed Products sold. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 1.6. (e) Total royalties due. (f) Names and addresses of all sublicensees of LICENSEE. Where reasonably practical, LICENSEE shall, to the maximum best of its knowledge, subcategorize the Licensed Products sold so as to assign the royalties paid to individual patent(s) of Appendix A. Such subcategorization shall be for JOHN▇ ▇▇▇K▇▇▇ ▇▇▇inistrative purposes only and shall in no way affect any obligations of any part or the amounts of royalties to be paid under this Agreement. Until there has been a first commercial sale of a Licensed Product, the LICENSEE shall give an annual report of LICENSEE's efforts to achieve a first commercial sale. 5.3 With each such report submitted, LICENSEE shall pay to JOHN▇ ▇▇▇K▇▇▇ ▇▇▇ royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate * the prime rate in effect at Bank of America on the due date. The payment of such interest allowed by lawshall not foreclose JOHN▇ ▇▇▇K▇▇▇ ▇▇▇m exercising any other rights it may have as a consequence of the lateness of any payments.

Reports and Records. 4.1 UNIVERSITY 5.01 OREXIGEN shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and recordsother records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DANTE hereunder and shall require SUBLICENSEES, and require AFFILIATES and SUBLICENSEES as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEE’s, AFFILIATEOREXIGEN’s or SUBLICENSEE’s (and/or SUBLICENSEES’) principal place(s) place of business or the principal place of business of the appropriate division of OREXIGEN (and/or SUBLICENSEE) to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for at least [***] ([***]) years following the end of the calendar year to which they pertain, to the inspection of DANTE or its agents for the purpose of verifying the OREXIGEN’s (and/or SUBLICENSEE’s) royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in addition to any amounts due to DANTE. 5.02 OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to which they pertain, and will be open at all reasonable times for inspection DANTE by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% . Such report shall include descriptions of OREXIGEN’s (and/or SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT. *** Certain information on this page has been omitted and filed separately with the amount properly due UNIVERSITY Commission. Confidential treatment has been requested with respect to the audited period is discovered omitted portions. 5.03 After the first commercial sale of a LICENSED PRODUCT, and in addition to the course of any such inspectionreports required under Section 5.02, whereupon all OREXIGEN shall render to DANTE prior to [***] costs a written account of such inspection the NET SALES of LICENSED PRODUCTS made during the prior [***] period ending [***], respectively, and shall be paid by LICENSEE. LICENSEE will promptly simultaneously pay to UNIVERSITY DANTE the full amount royalties due on such NET SALES in United States dollars. Reports tendered shall include the calculation of any underpaymentroyalties by product by country. Further, together with interest thereon at OREXIGEN shall render to DANTE prior to [***] a written account of royalties on SUBLICENSE REVENUES due to DANTE for the lower of (a) prior [***] period ending [***], respectively, and shall simultaneously pay to DANTE the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawroyalties due on such NET SALES in United States dollars.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify provide at each anniversary of the EFFECTIVE DATE of this AGREEMENT a written progress report detailing its efforts to bring the products, methods and processes licensed under this AGREEMENT to the POINT OF PRACTICAL APPLICATION. 5.2 Concurrently, with each payment of EARNED ROYALTIES and/or MINIMUM ANNUAL ROYALTIES as required in Article IV of this AGREEMENT, or at the time such payments are due although no payments have accrued, LICENSEE shall submit a written report setting forth for the period of accrual of such EARNED ROYALTIES the amount of ROYALTY-BASED PRODUCTS made, sold or otherwise disposed of by LICENSEE or any SUBPARTNER of LICENSEE in writing the LICENSED AREA, the GROSS SALES thereof, and the amount of EARNED ROYALTIES due thereon. If no EARNED ROYALTIES are due LICENSOR for any IMPROVEMENTreport period, the report shall so state. 4.2 Following 5.3 The reports required under this Article V shall also be made within thirty (30) days of the FIRST COMMERCIAL SALE expiration or termination of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEthis AGREEMENT. 5.4 LICENSEE agrees, LICENSEE and agrees to make [***] written reports cause any SUBPARTNER, to UNIVERSITY within [***] ([***]) days following keep records showing the end sales or other disposition of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED ROYALTY-BASED PRODUCTS sold or otherwise disposed of and deductions taken during under the such [***] and upon which royalty is license granted in this AGREEMENT in sufficient detail to enable the EARNED ROYALTIES and/or MINIMUM ANNUAL ROYALTIES payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed ofhereunder by LICENSEE to be determined, and all such sublicensing revenue received, prior further agrees to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such permit its books and records will so kept to be kept examined from time to time to the extent necessary to verify the reports provided for in this Article V, such examinations to be made at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) the expense of business for at least [***] ([***]) years following the end of the [***] to which they pertain, and will LICENSOR by any auditor appointed by LICENSOR who shall be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf at the option and expense of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesa certified public accountant appointed by LICENSOR. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY 5.01 COMPANY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and records, other records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DUKE hereunder and shall require COMPANY AFFILIATES and SUBLICENSEES SUBLICENSEES, as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEECOMPANY’s, AFFILIATE’s or SUBLICENSEE’s COMPANY AFFILIATES’, and SUBLICENSEES’ (as the case may be) respective principal place(s) place of business or the principal place of business of the appropriate division of COMPANY, COMPANY AFFILIATE, and/or SUBLICENSEE (as the case may be) to which this AGREEMENT relates. Said books and the supporting data shall be open at mutually agreed upon times during regular business hours for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for inspection by an independent to the audit of DUKE or a mutually acceptable certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEECOMPANY’s, COMPANY AFFILIATES’ or ’, and/or SUBLICENSEE’s (as the case may be) royalty statements statement or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged Notwithstanding the foregoing, DUKE shall not exercise its rights to treat as confidential all relevant matters but audit such books and records more than once in any calendar year. Each such audit shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be conducted at the expense of UNIVERSITYDUKE’s expense, unless an underpayment such audit reveals that COMPANY has underpaid COMPANY RUNNING ROYALTIES and/or SUBLICENSE ROYALTIES due to UNIVERSITY exceeding [***]% DUKE by greater of (i) fifty thousand dollars (US$50,000) or more, or five percent (5%) or more, in which case COMPANY shall reimburse DUKE for the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs out-of-pocket cost of such inspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04. 5.02 COMPANY shall be paid report the status of development of each LICENSED PRODUCT and LICENSED SERVICE annually to DUKE by LICENSEEAugust 31st of each year. LICENSEE will promptly Such report shall include descriptions of COMPANY’s, COMPANY AFFILIATES’ and/or SUBLICENSEES’ (as the case may be) plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT and LICENSED SERVICE and shall provide progress reports on the actual development, evaluation, testing, and commercialization of each LICENSED PRODUCT and LICENSED SERVICE, including, but not limited to, notification of the first commercial sale of each LICENSED PRODUCT and LICENSED SERVICE. 5.03 After the first commercial sale of a LICENSED PRODUCT and/or LICENSED SERVICE, and in addition to the reports required under Section 5.02, COMPANY shall render to DUKE prior to February 28th and August 31st of each year a written account of the NET SALES of LICENSED PRODUCTS and/or LICENSED SERVICES made by COMPANY, COMPANY AFFILIATES, and/or SUBLICENSEES (as the case may be) by during the prior six-month period ending December 31315t St and June 30thi, respectively, and shall simultaneously pay to UNIVERSITY DUKE the full amount COMPANY RUNNING ROYALTIES due on such NET SALES of any underpayment, together with interest thereon at LICENSED PRODUCTS and/or LICENSED SERVICES in United States dollars Reports tendered shall include the lower calculation of (a) COMPANY RUNNING ROYALTIES by product by country in substantially the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawformat provided in APPENDIX B attached hereto.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTAUBURN hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement pertains. Said books and the supporting data shall be open at all reasonable times for at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of AUBURN or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged If any amounts due AUBURN have been underpaid, then LICENSEE shall immediately pay AUBURN the amount of such underpayment plus accrued interest due in accordance with Section 4.5. If the amount of underpayment is equal to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]or greater than 10% of the total amount properly due UNIVERSITY with respect for the records so examined, LICENSEE will pay the cost of such audit, in addition to the audited underpayment and accrued interest due. 5.2 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to AUBURN true and accurate reports, giving such particulars of the business conducted by LICENSEE and its SUBLICENSEES during the preceding three-month period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection under this Agreement as shall be paid by LICENSEEpertinent to a royalty accounting hereunder. LICENSEE will promptly pay to UNIVERSITY These shall include at least the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published number of LICENSED PRODUCTS manufactured and sold by the American East Coast edition of the Wall Street Journal or and/or for LICENSEE and all SUBLICENSEES; (b) total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by and/or for LICENSEE and all SUBLICENSEES; (c) accounting for all LICENSED PROCESSES used or sold by and/or for LICENSEE and all SUBLICENSEES: (d) deductions applicable as provided in Article 1 under definition of “NET SALES”; (e) royalties due on additional payments from SUBLICENSEES under Article 4.1(d); (f) total royalties due; and (g) names and addresses of all SUBLICENSEES of LICENSEE. 5.3 With each such report submitted, LICENSEE shall pay to AUBURN the maximum rate royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of interest allowed by lawLICENSEE's fiscal year, LICENSEE shall provide AUBURN with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement.

Reports and Records. 4.1 UNIVERSITY 5.01 OREXIGEN shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and records, other records containing all particulars which may be necessary to properly ascertain and require AFFILIATES and SUBLICENSEES to do verify the same, for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTDUKE hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEEOREXIGEN’s principal place(s) place of business or the principal place of business of the appropriate division of OREXIGEN to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for at least [***] ([***]) years following the end of the calendar year to which they pertain, to the inspection of DUKE or its agents for the purpose of verifying the OREXIGEN’s royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04. 5.02 OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to which they pertain, and will be open at all reasonable times for inspection DUKE by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% . Such report shall include descriptions of OREXIGEN’s commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sales of each LICENSED PRODUCT. 5.03 After the amount properly due UNIVERSITY with respect first commercial sale of a LICENSED PRODUCT, and in addition to the audited period is discovered in the course of any such inspectionreports required under Section 5.02, whereupon all OREXIGEN shall render to DUKE prior to [***] costs a written account of such inspection the NET SALES of LICENSED PRODUCTS made during the prior [***] period ending [***], respectively, and shall be paid by LICENSEE. LICENSEE will promptly simultaneously pay to UNIVERSITY DUKE the full amount royalties due on such NET SALES in United States dollars. Reports tendered shall include the calculation of any underpaymentroyalties by product by country. Further, together with interest thereon at OREXIGEN shall render to DUKE prior to [***] a written account of royalties on SUBLICENSE REVENUES due to DUKE for the lower of (a) prior [***] period ending [***], respectively, and shall simultaneously pay to DUKE the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawroyalties due on such NET SALES in United States dollars.

Reports and Records. 4.1 UNIVERSITY 5.1 Licensee shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable by Licensee to UNIVERSITY under this LICENSE AGREEMENTFoundation. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEELicensee’s principal place(s) 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 at least [***] three ([***]3) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant accounting firm selected by Foundation and reasonably acceptable to LICENSEELicensee, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY at Foundation’s expense, for the sole purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEELicensee’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged accounting firm shall disclose to treat as confidential all relevant matters but shall be free to disclose all conclusions Foundation whether the reports are correct or incorrect and the extent of any discrepancy. Should such inspection(sinspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting to UNIVERSITY Foundation’s detriment, Licensee agrees to pay the full cost of such inspection. Foundation may exercise its rights under this Section 5.1 only once every year per audited entity and support such conclusions only with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect reasonable prior notice to the audited entity. 5.2 Before the first commercial sale of a Licensed Product, Licensee shall submit the reports due under Section 3.4. After the first commercial sale of a Licensed Product, Licensee, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to Foundation true and accurate reports of the business conducted by Licensee and its sublicensee(s) during the preceding three-month period is discovered using a format similar to the example shown in Appendix B (“Royalty Report Form”). These shall include the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published amount of Licensed Products manufactured and sold by the American East Coast edition of the Wall Street Journal or Licensee and all sublicensees; (b) total b▇▇▇▇▇▇▇ for Licensed Products sold by Licensee and all sublicensees; (c) methods used to calculate the maximum Running Royalty; (d) the exchange rate used; (e) deductions applicable as provided in Section 1.9; (f) non-royalty sublicensing payments due under Section 4.l(e); (g) total Running Royalties due; and (h) names and addresses of interest allowed by lawall sublicensees of Licensee. With each such report submitted, Licensee shall pay to Foundation the royalties due and payable under this Agreement. Licensee shall provide such report even if no royalties shall be due.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) 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 at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of ▇▇▇▇▇ ▇▇▇▇▇▇▇ or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements statement or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged Agreement. 5.2 Commencing with the first commercial sale of a Licensed Product, LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to treat as confidential all relevant matters but shall be free to disclose all conclusions ▇▇▇▇▇ ▇▇▇▇▇▇▇ true and accurate reports, giving such particulars of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged the business conducted by LICENSEE, provided that all such disclosures its Subsidiaries and its sublicensees during the preceding three-month period under this Agreement as shall be maintained as confidential by such representative and UNIVERSITY with respect pertinent to third parties.a royalty accounting hereunder. These shall include at least the following: 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or All Licensed Products manufactured and sold. (b) Total ▇▇▇▇▇▇▇▇ for Licensed Products sold. (c) Accounting for all Licensed Processes used or sold. (d) Deductions applicable as provided in Paragraph 1.6. (e) Total royalties due. (f) Names and addresses of all sublicensees of LICENSEE. Where reasonably practical, LICENSEE shall, to the maximum best of its knowledge, subcategorize the Licensed Products sold so as to assign the royalties paid to individual patent(s) of Appendix A. Such subcategorization shall be for ▇▇▇▇▇ ▇▇▇▇▇▇▇ administrative purposes only and shall in no way affect any obligations of any part or the amounts of royalties to be paid under this Agreement. Until there has been a first commercial sale of a Licensed Product, the LICENSEE shall give an annual report of LICENSEE’s efforts to achieve a first commercial sale. 5.3 With each such report submitted, LICENSEE shall pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇ the royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate two percent (2%) above the prime rate in effect at Bank of America on the due date. The payment of such interest allowed by lawshall not foreclose ▇▇▇▇▇ ▇▇▇▇▇▇▇ from exercising any other rights it may have as a consequence of the lateness of any payments.

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUESUBLICENSING REVENUE subject to royalties under Section 3.7, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY CSMC within [***] sixty ([***]60) days following the end of each [***] calendar quarter during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, : (i) the number, description, internal product number and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and the specific itemized deductions taken during the such [***] calendar quarter and upon which royalty is payable as provided in Section 3.5 hereof and 3.3 hereof; (ii) the amount of SUBLICENSE REVENUE receivedany SUBLICENSING REVENUES listed by sublicense and received upon which royalty is payable as provided in Section 3.6 hereof; and (iii) the total number of uses (including the type of use) excluded from the calculation of NET SALES as defined in clauses (2) and (3) of Section 1.8 hereof. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue SUBLICENSING REVENUE received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 4.2 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts (i) payable to UNIVERSITY CSMC under this LICENSE AGREEMENT and (ii) spent by LICENSEE as a part of its COMMERCIALLY REASONABLE EFFORTS required under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s principal place(s) place of business for at least [***] five ([***]5) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times no more than once each calendar year for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE LICENSEE acting on behalf of UNIVERSITY CSMC for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY CSMC and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY CSMC with respect to third partiesTHIRD PARTIES. 4.4 4.3 Inspections made under Section 4.3 4.2 shall be at the expense of UNIVERSITYCSMC, unless an underpayment to UNIVERSITY CSMC exceeding [**] dollars ($[*]% of the amount properly due UNIVERSITY with respect to the audited period ) is discovered in the course of any such inspection, whereupon all [***] the actual, documented costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY CSMC the full amount of any underpayment, together with interest thereon at the lower of (a) the then[*] percent ([*]%) per month pro-current prime lending rate as published by the American East Coast edition of the Wall Street Journal rated, or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] quarterly written reports to UNIVERSITY within [***] forty-five ([***]45) days following after the end of each [***] calendar quarter during the term life of this LICENSE AGREEMENTAGREEMENT and as of such dates, stating in each such report, if and as applicable, (i) report the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken by LICENSEE during the such [***] preceding three calendar months and upon which royalty is payable as provided in Section 3.5 hereof 3.2 hereof, as well as a record of all sublicensing income receiving by LICENSEE during the preceding three calendar months received pursuant to Sections 3.8 and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report3.9 above. Until the FIRST COMMERCIAL SALE LICENSEE has achieved a first commercial sale of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July calendar quarter after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a full written report summarizing describing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development, as well as a record of all sublicensing income received pursuant to Sections 3.8 and 3.9 above. 4.3 4.2 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, records for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s ’S principal place(s) place of business for at least [***] two ([***]2) years following the end of the [***] calendar quarter to which they pertain, and will be open at all reasonable times for inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf a representative of UNIVERSITY for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s ’S royalty statements or LICENSEE’s ’S compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesmatters. 4.4 4.3 Inspections made under Section 4.3 4.2 shall be at the expense of UNIVERSITY, unless a variation or error in any amount payable to UNIVERSITY under this LICENSE AGREEMENT exceeding an underpayment to UNIVERSITY exceeding [***]% of one thousand dollars ($1,000), or the amount properly due UNIVERSITY with respect to the audited period equivalent, is discovered in the course of any such inspection, whereupon all [***] costs of such inspection relating thereto shall be paid by LICENSEE. . 4.4 LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by law.

Reports and Records. 4.1 UNIVERSITY 5.1 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUEkeep full, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENTtrue, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep complete, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENTNDSU/RF hereunder. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEE’s 's principal place(s) 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 at least [***] five ([***]5) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE of NDSU/RF or SUBLICENSEE acting on behalf of UNIVERSITY its agents for the purpose of verifying LICENSEE’s, AFFILIATES’ 's royalty statement or SUBLICENSEE’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged Should such inspection lead to treat as confidential all relevant matters but shall be free the discovery of a greater than two percent (2%) discrepancy in reporting to disclose all conclusions NDSU/RF's detriment, LICENSEE agrees to pay the full cost of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third partiesinspection. 4.4 Inspections made 5.2 Before the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall submit the reports due under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of Article 3.4 (a) on December 31, of each year. After the then-current prime lending rate as published by the American East Coast edition first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, on or before October 31, of each year, shall deliver to NDSU/RF true and accurate reports, giving such particulars of the Wall Street Journal or business conducted by LICENSEE and its sublicensees during the preceding one-year period under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include at least the following: (a) number of LICENSED PRODUCTS manufactured and sold by LICENSEE and all sublicensees; (b) total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE and all sublicensees; (c) accounting for all LICENSED PROCESSES used or sold by LICENSEE and all sublicensees; (d) deductions applicable as provided in Paragraph 1.5; (e) royalties due on additional payments from sublicensees under Paragraph 4.1(b); (f) total royalties due; and (g) names and addresses of all sublicensees of LICENSE. 5.3 With each such report submitted, LICENSEE shall pay to NDSU/RF the maximum royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 On or before the ninetieth (90) day following the close of LICENSEE's fiscal year, LICENSEE shall provide NDSU/RF 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, shall be subject to an interest charge at the applicable referenced prime rate used by the Bank of North Dakota, plus two percentage points. The payment of such interest allowed by lawshall not foreclose NDSU/RF from exercising any other rights it may have as a consequence of the lateness of any payment.

Reports and Records. 4.1 UNIVERSITY 5.01 LICENSEE shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account accounts and recordsother records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DUKE hereunder and shall require its AFFILIATES and/or SUBLICENSEES, and require AFFILIATES and SUBLICENSEES as the case may be, to do the same, for the purpose . Said books of showing the derivation of all amounts payable to UNIVERSITY under this LICENSE AGREEMENT. Such books and records will account shall be kept at LICENSEE’s, ’s (and/or AFFILIATE’s or SUBLICENSEE’s and/or SUBLICENSEES’) principal place(s) place of business for at least [***] ([***]) years following or the end principal place of business of the [***] appropriate division of LICENSEE (and/or AFFILIATE’s and/or SUBLICENSEE) to which they pertain, this AGREEMENT relates. Said books of LICENSEE and will its AFFILIATES 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 inspection by of an independent certified public accountant reasonably acceptable to LICENSEE, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY engaged by DUKE for the purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEE’s royalty statements or the LICENSEE’s and/or AFFILIATE’S royalty statement or compliance in other respects with this LICENSE AGREEMENT. The representative will be obliged to treat as confidential all relevant matters but shall be free to disclose all conclusions of any such inspection(s) to UNIVERSITY and support such conclusions with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% 5.02 LICENSEE shall report the status of the amount properly due UNIVERSITY with respect to the audited period is discovered in the course development of any such inspection, whereupon all each LICENSED PRODUCT and LICENSED PROCESS [***] costs to DUKE by [***]. Such report shall provide information at least sufficient to meet DUKE’s government reporting requirements and additionally shall include descriptions of LICENSEE’s (and/or AFFILIATE’s and/or SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT or LICENSED PROCESS. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 5.03 After the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS and in addition to the reports required, LICENSEE shall render to DUKE prior to [***] a written account of the NET SALES of LICENSED PRODUCTS and LICENSED PROCESSES, subject to royalty under this AGREEMENT and made during the prior [***] period ending [***], and shall simultaneously pay to DUKE the royalties due on such inspection NET SALES in United States dollars. Reports tendered shall include the calculation of royalties by product by country in substantially the format provided in APPENDIX D hereto. Further, LICENSEE shall render to DUKE prior to [***] a written account of the portion of SUBLICENSE REVENUES due to DUKE for the prior [***] period [***] and shall simultaneously pay to DUKE such amounts due in United States dollars. MINIMUM ROYALTIES which are due DUKE for any calendar year, shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY along with the full amount of any underpayment, together with interest thereon at the lower of (a) the then-current prime lending rate as published by the American East Coast edition of the Wall Street Journal or (b) the maximum rate of interest allowed by lawwritten report due on [***].

Reports and Records. 4.1 UNIVERSITY 5.1 Licensee shall promptly notify LICENSEE in writing of any IMPROVEMENT. 4.2 Following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or receipt of SUBLICENSE REVENUE, LICENSEE agrees to make [***] written reports to UNIVERSITY within [***] ([***]) days following the end of each [***] during the term of this LICENSE AGREEMENT, stating in each such report, if and as applicable, (i) the number, description, and aggregate selling prices of LICENSED PRODUCTS sold or otherwise disposed of and deductions taken during the such [***] and upon which royalty is payable as provided in Section 3.5 hereof and (ii) the amount of SUBLICENSE REVENUE received. The first such report shall include all such LICENSED PRODUCTS so sold or otherwise disposed of, and all such sublicensing revenue received, prior to the date of such report. Until the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, a report shall be submitted by LICENSEE at the end of each July after the EFFECTIVE DATE of this LICENSE AGREEMENT and will include a written report summarizing LICENSEE’S technical and other efforts made towards such first commercial sale for all LICENSED PRODUCTS under development. 4.3 LICENSEE will keep completefull, true and accurate books of account and records, and require AFFILIATES and SUBLICENSEES to do the same, containing all particulars that may be necessary for the purpose of showing the derivation of all amounts payable by Licensee to UNIVERSITY under this LICENSE AGREEMENTFoundation. Such Said books and records will of account shall be kept at LICENSEE’s, AFFILIATE’s or SUBLICENSEELicensee’s principal place(s) 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 at least [***] three ([***]3) years following the end of the [***] calendar year to which they pertain, and will be open at all reasonable times for to the inspection by an independent certified public accountant accounting firm selected by Foundation and reasonably acceptable to LICENSEELicensee, AFFILIATE or SUBLICENSEE acting on behalf of UNIVERSITY at Foundation’s expense, for the sole purpose of verifying LICENSEE’s, AFFILIATES’ or SUBLICENSEELicensee’s royalty statements or LICENSEE’s compliance in other respects with this LICENSE AGREEMENTAgreement. The representative will be obliged accounting firm shall disclose to treat as confidential all relevant matters but shall be free to disclose all conclusions Foundation whether the reports are correct or incorrect and the extent of any discrepancy. Should such inspection(sinspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting to UNIVERSITY Foundation’s detriment, Licensee agrees to pay the full cost of such inspection. Foundation may exercise its rights under this Section 5.1 only once every year per audited entity and support such conclusions only with underlying confidential information if challenged by LICENSEE, provided that all such disclosures shall be maintained as confidential by such representative and UNIVERSITY with respect to third parties. 4.4 Inspections made under Section 4.3 shall be at the expense of UNIVERSITY, unless an underpayment to UNIVERSITY exceeding [***]% of the amount properly due UNIVERSITY with respect reasonable prior notice to the audited entity. 5.2 Before the first commercial sale of a Licensed Product, Licensee shall submit the reports due under Section 3.4. After the first commercial sale of a Licensed Product, Licensee, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to Foundation true and accurate reports of the business conducted by Licensee and its sublicensee(s) during the preceding three-month period is discovered using a format similar to the example shown in Appendix B (“Royalty Report Form”). These shall include the course of any such inspection, whereupon all [***] costs of such inspection shall be paid by LICENSEE. LICENSEE will promptly pay to UNIVERSITY the full amount of any underpayment, together with interest thereon at the lower of following: (a) the then-current prime lending rate as published amount of Licensed Products manufactured and sold by the American East Coast edition of the Wall Street Journal or Licensee and all sublicensees; (b) total b▇▇▇▇▇▇▇ for Licensed Products sold by Licensee and all sublicensees; (c) methods used to calculate the maximum Running Royalty; (d) the exchange rate used; (e) deductions applicable as provided in Section 1.9; (f) non-royalty sublicensing payments due under Section 4.1(e); (g) total Running Royalties due; and (h) names and addresses of interest allowed by lawall sublicensees of Licensee. With each such report submitted, Licensee shall pay to Foundation the royalties due and payable under this Agreement. Licensee shall provide such report even if no royalties shall be due.