Common use of Transparency Reporting Clause in Contracts

Transparency Reporting. 4.3.1. With respect to any annual reporting period in which FLX is not an entity that is required to make a Transparency Report under Applicable Law, FLX will: (a) notify Merck, in writing, within [***] days after the commencement of such reporting period that FLX is not so required; and (b) during such reporting period FLX will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX represents and warrants that any data provided by FLX to Merck pursuant to Section 4.3.1(b) above will be complete and accurate to the best of FLX’s knowledge. 4.3.2. With respect to any annual reporting period in which FLX is required to make a Transparency Report under Applicable Law, FLX will provide to Merck, in writing, FLX’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.3, along with such contact’s full name, email address, and telephone number. FLX may update such contact from time to time by notifying Merck in writing pursuant to Article 22 (Notices). Where applicable, Merck will provide to such FLX contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 changes, Merck shall notify FLX of such revised value and the effective date thereof. 4.3.3. For purposes of this Section 4.3, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.14.4.1. With respect to any annual reporting period in which FLX Antigen Express is not an entity that is required to make a Transparency Report under Applicable Law, FLX Antigen Express will: (a) notify Merck, in writing, within [***] thirty (30) days after the commencement of such reporting period that FLX Antigen Express is not so required; and (b) during such reporting period FLX Antigen Express will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Antigen Express to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Antigen Express represents and warrants that any data provided by FLX Antigen Express to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLX’s Antigen Express knowledge. 4.3.24.4.2. With respect to any annual reporting period in which FLX Antigen Express is required to make a Transparency Report under Applicable Law, FLX Antigen Express will provide to Merck, in writing, FLX’s Antigen Express’ point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Antigen Express may update such contact from time to time by notifying Merck in writing pursuant to Article 22 (Notices). Where applicable, Merck will provide to such FLX Antigen Express contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Antigen Express of such revised value and the effective date thereof. 4.3.34.4.3. For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.1. With respect to any annual reporting period in which FLX Intensity is not an entity that is required to make a Transparency Report under Applicable Law, FLX Intensity will: (a) notify MerckMSD, in writing, within [***] days after the commencement of such reporting period that FLX Intensity is not so required; and (b) during such reporting period FLX Intensity will track and provide to Merck MSD data regarding “indirect” payments or other transfers of value by FLX Intensity to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck MSD pursuant to this Agreement in the format requested by Merck MSD and provided on a basis to be agreed upon by both Parties. FLX Intensity represents and warrants that any data provided by FLX Intensity to Merck MSD pursuant to Section 4.3.1(b) above will be complete and accurate to the best of FLXIntensity’s knowledge. 4.3.2. With respect to any annual reporting period in which FLX Intensity is required to make a Transparency Report under Applicable Law, FLX Intensity will provide to MerckMSD, in writing, FLXIntensity’s point of contact for purposes of receiving information from Merck MSD pursuant to this Section 4.3, along with such contact’s full name, email address, and telephone number. FLX Intensity may update such contact from time to time by notifying Merck MSD in writing pursuant to Article 22 (Notices). Where applicable, Merck MSD will provide to such FLX Intensity contact all information regarding the value of the Merck MSD Compound provided for use in the Study required for such reporting. In the event that the value of the Merck MSD Compound provided pursuant to this Section 4.3.2 changes, Merck MSD shall notify FLX Intensity of such revised value and the effective date thereof. 4.3.3. For purposes of this Section 4.3, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study Intensity Clinical Trial in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.1. 4.4.1 With respect to any annual reporting period in which FLX Rexahn is not an entity that is required to make a Transparency Report under Applicable Law, FLX Rexahn will: (a) notify Merck, in writing, within [***] days after the commencement of such reporting period that FLX Rexahn is not so required; and (b) during such reporting period FLX Rexahn will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Rexahn to such health care professionals providers and health care professionals, but only to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Rexahn represents and warrants that any data provided by FLX Rexahn to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXRexahn’s knowledge. 4.3.2. 4.4.2 With respect to any annual reporting period in which FLX Rexahn is required to make a Transparency Report under Applicable Law, FLX Rexahn will provide to Merck, in writing, FLXRexahn’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Rexahn may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX Rexahn contact all information regarding the value of the Merck Compound provided for use in the Study and any other information that may be required for Rexahn to satisfy its obligations under Applicable Law for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Rexahn of such revised value and the effective date thereof. 4.3.3. 4.4.3 For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care providers or health care professionals, including, as applicable and without limitation, Study sites, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.14.4.1. With respect to any annual reporting period in which FLX Company is not an entity that is required to make a Transparency Report under Applicable Law, FLX Company will: (a) notify Merck, in writing, within [***] thirty (30) days after the commencement of such reporting period that FLX Company is not so required; and (b) during such reporting period FLX Company will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Company to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Company represents and warrants that any data provided by FLX Company to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXCompany’s knowledge. 4.3.24.4.2. With respect to any annual reporting period in which FLX Company is required to make a Transparency Report under Applicable Law, FLX Company will provide to Merck, in writing, FLXCompany’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Company may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX Company contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Company of such revised value and the effective date thereof. 4.3.34.4.3. For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.14.4.1. With respect to any annual reporting period in which FLX Company is not an entity that is required to make a Transparency Report under Applicable Law, FLX Company will: (a) notify MerckMSD, in writing, within [***] days after the commencement of such reporting period that FLX Company is not so required; and (b) during such reporting period FLX Company will track and provide to Merck MSD data regarding “indirect” payments or other transfers of value by FLX Company to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck MSD pursuant to this Agreement in the format requested by Merck MSD and provided on a basis to be agreed upon by both Parties. FLX Company represents and warrants that any data provided by FLX Company to Merck MSD pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXCompany’s knowledge. 4.3.24.4.2. With respect to any annual reporting period in which FLX Company is required to make a Transparency Report under Applicable Law, FLX Company will provide to MerckMSD, in writing, FLXCompany’s point of contact for purposes of receiving information from Merck MSD pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Company may update such contact from time to time by notifying Merck MSD in writing pursuant to Article 22 (Notices). Where applicable, Merck MSD will provide to such FLX Company contact all information regarding the value of the Merck MSD Compound provided for use in the Study required for such reporting. In the event that the value of the Merck MSD Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck MSD shall notify FLX Company of such revised value and the effective date thereof. 4.3.34.4.3. For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.

Transparency Reporting. 4.3.1. 4.4.1 With respect to any annual reporting period in which FLX Company is not an entity that is required to make a Transparency Report under Applicable Law, FLX Company will: (a) notify Merck, in writing, within [* (***] ) days after the commencement of such reporting period that FLX Company is not so required; and (b) during such reporting period FLX Company will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Company to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Company represents and warrants that any data provided by FLX Company to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXCompany’s knowledge. 4.3.2. 4.4.2 With respect to any annual reporting period in which FLX Company is required to make a Transparency Report under Applicable Law, FLX Company will provide to Merck, in writing, FLXCompany’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Company may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX Company contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Company of such revised value and the effective date thereof. 4.3.3. 4.4.3 For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies. *Confidential material redacted and filed separately with the Commission.

Transparency Reporting. 4.3.14.4.1. With respect to any annual reporting period in which FLX Company is not an entity that is required to make a Transparency Report under Applicable Law, FLX Company will: (a) notify Merck, in writing, within [***] days * after the commencement of such reporting period that FLX Company is not so required; and (b) during such reporting period FLX Company will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Company to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Company represents and warrants that any data provided by FLX Company to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXCompany’s knowledge. 4.3.24.4.2. With respect to any annual reporting period in which FLX Company is required to make a Transparency Report under Applicable Law, FLX Company will provide to Merck, in writing, FLXCompany’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Company may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX Company contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Company of such revised value and the effective date thereof. 4.3.34.4.3. For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.”

Transparency Reporting. 4.3.1. 4.4.1 With respect to any annual reporting period in which FLX PDS is not an entity that is required to make a Transparency Report under Applicable Law, FLX PDS will: (a) notify Merck, in writing, within [***] * days after the commencement of such reporting period that FLX PDS is not so required; and (b) during such reporting period FLX PDS will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX PDS to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX PDS represents and warrants that any data provided by FLX PDS to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXPDS’s knowledge. 4.3.2. 4.4.2 With respect to any annual reporting period in which FLX PDS is required to make a Transparency Report under tinder Applicable Law, FLX PDS will provide to Merck, in writing, FLXPDS’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX PDS may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX PDS contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX PDS of such revised value and the effective date thereof. 4.3.3. 4.4.3 For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Commission.

Transparency Reporting. 4.3.14.4.1. With respect to any annual reporting period in which FLX Company is not an entity that is required to make a Transparency Report under Applicable Law, FLX Company will: (a) notify Merck, in writing, within [***] * days after the commencement of such reporting period that FLX Company is not so required; and (b) during such reporting period FLX Company will track and provide to Merck data regarding “indirect” payments or other transfers of value by FLX Company to such health care professionals to the extent such payments or other transfers of value were required, instructed, directed or otherwise caused by Merck pursuant to this Agreement in the format requested by Merck and provided on a basis to be agreed upon by both Parties. FLX Company represents and warrants that any data provided by FLX Company to Merck pursuant to Section 4.3.1(b4.4.1(b) above will be complete and accurate to the best of FLXCompany’s knowledge. 4.3.24.4.2. With respect to any annual reporting period in which FLX Company is required to make a Transparency Report under Applicable Law, FLX Company will provide to Merck, in writing, FLXCompany’s point of contact for purposes of receiving information from Merck pursuant to this Section 4.34.4, along with such contact’s full name, email address, and telephone number. FLX Company may update such contact from time to time by notifying Merck in writing pursuant to Article Section 22 (Notices). Where applicable, Merck will provide to such FLX Company contact all information regarding the value of the Merck Compound provided for use in the Study required for such reporting. In the event that the value of the Merck Compound provided pursuant to this Section 4.3.2 4.4.2 changes, Merck shall notify FLX Company of such revised value and the effective date thereof. 4.3.34.4.3. For purposes of this Section 4.34.4, “Transparency Report” means a transparency report in connection with reporting payments and other transfers of value made to health care professionals, including, without limitation, investigators, steering committee members, data monitoring committee members, and consultants in connection with the Study in accordance with reporting requirements under Applicable Law, including, without limitation, the Physician Payment Sunshine Act and state gift laws, and the European Federation of Pharmaceutical Industries and Associations Disclosure Code, or a Party’s applicable policies.