Common use of Statements and accounts Clause in Contracts

Statements and accounts. 6.1 BBB shall prepare and provide royalty statements to RFUCMS throughout the term of the Agreement and any extension thereof covering the periods ending [***] respectively, within [***] from the end of the quarter to which they relate, providing such information as is reasonably required by RFUCMS to permit an accurate determination of the amount payable by BBB to RFUCMS in accordance with Section 4 of this Agreement. 6.2 The royalty statements delivered by BBB to RFUCMS shall be accompanied by payment of the royalties due for the period ending [***] of each year during the term of this Agreement and any extension thereof. Payments shall be made by a bank wire transfer of immediately available funds to an account designated by RFUCMS from time to time. Net Sales not invoiced in pounds sterling shall be converted prior to royalty calculation using the rate of exchange quoted in Wall Street Journal on the day such royalty payment is due to be made. 6.3 Where required by law, BBB shall withhold taxes required to be paid by any taxing authority on account of any payment to RFUCMS hereunder, and BBB shall obtain and furnish to RFUCMS satisfactory evidence of such withholding and payment in order for RFUCMS to obtain a tax credit or other relief as may be available under applicable law. *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 6.4 BBB shall keep full, accurate and complete records and books of account relating to the Net Sales Value of Product sold by BBB, its distributors and sub-licensees, and all royalties and similar fees received by BBB. BBB shall make such records available to RFUCMS during normal business hours, upon reasonable prior notice and permit RFUCMS and its authorised representative to inspect the records, and to take extracts from, and make copies of, the records. BBB shall afford all facilities and collaboration to RFUCMS and its authorised representatives for such inspections and furnish representatives with the information necessary to understanding the records; and keep all the records intact for a period of not less than [***]. 6.5 RFUCMS may from time to time, upon reasonable prior notice to BBB have the records and books of account kept in accordance with Article 6.4 audited or examined by a duly authorised, independent accountant to ascertain the accuracy of the payments made by BBB to RFUCMS. The auditor shall report on the following: the amount payable and whether any underpayment or overpayment has been made. Should any audit of the Records of BBB reveal an underpayment by BBB to RFUCMS, BBB shall immediately remit payment to RFUCMS in the amount of such underpayment plus interest calculated at the rate of [***] compounded monthly, which is an annual percentage of approximately [***] (or at any such other rate as is from time to time established by RFUCMS and communicated in writing to BBB calculated from the date such payment was actually due until the date when such payment is actually made). Further, in the event that such underpayment reflects a discrepancy of [***] from that which BBB ought to have paid, BBB shall reimburse RFUCMS for the costs and expenses of such audit including, but not limited to, reasonable lawyers’ fees incurred in connection therewith. Should such an audit reveal an overpayment by BBB to RFUCMS, the overpayment shall be credited against Royalties payable in the future, unless the Agreement has been terminated before the overpayment becomes known, in which case the overpayment shall be refunded to BBB.

Statements and accounts. 6.1 BBB shall prepare and provide royalty statements to RFUCMS throughout the term of the Agreement and any extension thereof covering the periods ending [***] respectively, within [***] from the end of the quarter to which they relate, providing such information as is reasonably required by RFUCMS to permit an accurate determination of the amount payable by BBB to RFUCMS in accordance with Section 4 of this Agreement. 6.2 The royalty statements delivered by BBB to RFUCMS shall be accompanied by payment of the royalties due for the period ending [***] of each year during the term of this Agreement and any extension thereof. Payments shall be made by a bank wire transfer of immediately available funds to an account designated by RFUCMS from time to time. Net Sales not invoiced in pounds sterling [***] shall be converted prior to royalty calculation using the rate of exchange quoted in Wall Street Journal on the day such royalty payment is due to be made. 6.3 Where required by law, BBB shall withhold taxes required to be paid by any taxing authority on account of any payment to RFUCMS hereunder, and BBB shall obtain and furnish to RFUCMS satisfactory evidence of such withholding and payment in order for RFUCMS to obtain a tax credit or other relief as may be available under applicable law. *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 6.4 BBB shall keep full, accurate and complete records and books of account relating to the Net Sales Value of Product sold by BBB, its distributors and sub-licensees, and all royalties and similar fees received by BBB. BBB shall make such records available to RFUCMS during normal business hours, upon reasonable prior notice and permit RFUCMS and its authorised representative to inspect the records, and to take extracts from, and make copies of, the records. BBB shall afford all facilities and collaboration to RFUCMS and its authorised representatives for such inspections and furnish representatives with the information necessary to understanding the records; and keep all the records intact for a period of not less than [***]. 6.5 RFUCMS may from time to time, upon reasonable prior notice to BBB have the records and books of account kept in accordance with Article 6.4 audited or examined by a duly authorised, independent accountant to ascertain the accuracy of the payments made by BBB to RFUCMS. The auditor shall report on the following: the amount payable and whether any underpayment or overpayment has been made. Should any audit of the Records of BBB reveal an underpayment by BBB to RFUCMS, BBB shall immediately remit payment to RFUCMS in the amount of such underpayment plus interest calculated at the rate of [***] compounded monthly, which is an annual percentage of approximately [***] (or at any such other rate as is from time to time established by RFUCMS and communicated in writing to BBB calculated from the date such payment was actually due until the date when such payment is actually made). Further, in the event that such underpayment reflects a discrepancy of [***] from that which BBB ought to have paid, BBB shall reimburse RFUCMS for the costs and expenses of such audit including, but not limited to, reasonable lawyers’ fees incurred in connection therewith. Should such an audit reveal an overpayment by BBB to RFUCMS, the overpayment shall be credited against Royalties payable in the future, unless the Agreement has been terminated before the overpayment becomes known, in which case the overpayment shall be refunded to BBB.