Common use of REPORTS ON PROGRESS, SALES, AND PAYMENTS Clause in Contracts

REPORTS ON PROGRESS, SALES, AND PAYMENTS. 9.1. Licensee shall provide written annual reports on its Licensed Products Development progress or efforts to Manufacture or Commercialize for the Field within sixty (60) days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and Development, status of applications for regulatory approvals, Manufacture and status of sublicensing, marketing, importing, and sales during the preceding calendar year, as well as, plans for the present calendar year. 9.2. If reported progress differs from that projected between the Parties and in Milestones, Licensee shall explain the reasons for such differences. Licensee agrees to provide any additional information reasonably required by Licensor to evaluate Licensee’s performance under this Agreement. 9.3. Licensee shall report to Licensor the dates for achieving milestones, the First Commercial Sale of each Licensed Product and the first commercial sale of each Identical Product in each country of the Territory within thirty (30) days of such occurrences. 9.4. Licensee shall submit to Licensor, within forty (40) days after each calendar half year ending June 30 and December 31, a royalty report setting forth for the preceding half year period the amount of the Licensed Products and Identical Products sold by or on behalf of Licensee in each country within the Territory, the Net Sales and net sales of Identical Products, and the amount of royalty accordingly due. 9.5. With each royalty report, Licensee shall submit payment of earned royalties due, in conformity with Section 5.3 and Section 5.5. If no earned royalties are due to Licensor for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of Licensee and shall include a detailed listing of all deductions made to determine Net Sales made under ARTICLE 5 to determine royalties due. 9.6. Licensee agrees to forward semi-annually to Licensor a copy of these reports received by Licensee from its sublicensees during the preceding half year period as shall be relevant to a royalty accounting to Licensor by Licensee for activities under the sublicense.

REPORTS ON PROGRESS, SALES, AND PAYMENTS. 9.19.01 Ninety (90) days after the Effective Date ATHENA will provide to WU a written commercialization plan ("Commercial Development Plan") under which --------------------------- ATHENA intends to bring the subject matter of the Licensed Patent Rights into commercial use. Licensee The Commercial Development Plan will be incorporated by reference into this Agreement. 9.02 Until First Commercial Sale, ATHENA shall provide written annual reports on its Licensed Products Development product development progress or efforts to Manufacture or Commercialize commercialize each diagnostic test under the Commercial Development Plan for the Field IgG, IgM and GALOP within sixty (60) days after December 31 the start of each calendar yearContract Year. These progress reports shall include, but not be limited to: progress on research and Developmentdevelopment, status of applications for regulatory approvals, Manufacture and status of manufacturing, sublicensing, marketing, importing., and sales marketing efforts during the preceding calendar year, as well as, as plans for the present calendar year. 9.2. If reported progress differs substantially from that projected between in the Parties and in MilestonesCommercial Development Plan, Licensee ATHENA shall explain the reasons for such differences. Licensee agrees ATHENA may propose amendments in any such annual report to provide any additional information reasonably required the Commercial Development Plan, acceptance of which by Licensor to evaluate Licensee’s performance under this AgreementWU may not unreasonably be denied. 9.3. Licensee 9.03 ATHENA shall report to Licensor WU the dates for achieving milestones, date of the First Commercial Sale of each Licensed Product and the first commercial sale of each Identical Product in each country of in the Territory within thirty (30) days of such occurrencesoccurrence. 9.4. Licensee 9.04 ATHENA shall submit to LicensorWU a royalty report on a semi-annual basis, within forty thirty (4030) days after the close of each calendar half year ending June 30 and December 31, a royalty six (6) month Contract Year period. This report setting shall set forth for the preceding half year period six (6) months the amount of the Licensed Products and Identical Products sold or Licensed Processes practiced by or on behalf of Licensee ATHENA in each country within the Territory, the Net Sales and net sales of Identical ProductsSales, and the amount a calculation of royalty accordingly due. 9.5royalties payable. With each such royalty report, Licensee ATHENA shall submit payment of the earned royalties due, in conformity with Section 5.3 and Section 5.5. If no earned royalties are due to Licensor WU for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of Licensee and shall include a detailed listing of all deductions made to determine Net Sales made under ARTICLE 5 to determine royalties dueATHENA. 9.6. Licensee 9.05 ATHENA agrees to forward semi-annually to Licensor WU a copy of these such reports received by Licensee ATHENA from its sublicensees during the preceding half half-year period as shall be relevant pertinent to a royalty accounting to Licensor WU by Licensee ATHENA for activities under the sublicense. 9.06 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the rate quoted in the Wall Street Journal on the day that the payment is made. WU ------------------- checks and bank drafts shall be drawn on United States banks and shall be payable to WU. Any taxes or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by ATHENA. All royalty payments due under this Agreement shall be mailed to the following address: Washington University, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 9.07 Late charges will be applied to any overdue payments at a rate of [ ]* as of the date such payment is due, plus [ ]%*, for the period that payment is due until the time payment is actually received. The payment of such late charges shall not prevent WU from exercising any other rights it may have as a consequence of the lateness of any payment. 9.08 During the term of the Agreement, and for a period of five (5) years following the expiration or earlier termination hereof, each party shall maintain in confidence all information of the other party (including royalty reports, test results and samples) disclosed by the other party (the "Confidential Information"), and shall not disclose or grant the use of the ------------------------ Confidential Information except on a need-to-know basis to those directors, officers, affiliates, employees, or representatives, to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by the Agreement, or unless expressly approved in advance by the other party. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. 9.09 The confidentiality obligations contained in Section 9.08 shall not apply to the extent that (a) any receiving party (the "Recipient") is --------- required (i) to disclose information by Law, order or regulation of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Licensed Product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to the Agreement and not under a duty of confidentiality to the other party. Except as otherwise provided immediately above, WU and ATHENA shall not disclose any terms or conditions of this Agreement to any third party without the prior consent of the other party.