Common use of Calculation and Payment Clause in Contracts

Calculation and Payment. (i) Within forty-five (45) days after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first incurred or accrued, OPKO will provide Entera a report setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. (ii) Within forty-five (45) days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (i) Within forty-five (45) [***] days after the end of each Calendar Quarter calendar quarter beginning with the Calendar Quarter calendar quarter in which Proceeds are first incurred or accruedthe First Commercial Sale of a Product occurs in the Shared Territory, OPKO Unum will provide Entera a report setting forth to the Proceeds (including for example Sublicense Income and Manufacturing Costs for CommercializationFinance Officers its Net Sales, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of Proceeds Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such Calendar Quarter that OPKO is unable to timely include calendar quarter for each Product. Each such report will specify in such quarterly report, then such amount shall be included and reconciled reasonable detail all deductions allowed in the financial report calculation of such Net Sales and all expenses included in the following Calendar Quarter. (ii) Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within forty-five (45) days [***] Business Days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) shall Officers will confer and agree upon in writing on whether a reconciliation payment is due from one Party to consolidated financial statement setting forth the other Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party, and if so, the amount ’s share of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a)Operating Profit or Operating Loss. The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) Within [***] days after receipt of the other Party’s invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such invoiceOperating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall will be paid in accordance with the foregoing timetable and the Parties remaining, disputed portion will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved be paid within ten (10) Business Days after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days [***] days after the date on which Unum and SGI, using good faith efforts, resolve the matter is referred to them (unless a longer period is agreed to dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the Parties), then the dispute shall be resolved other Party for sharing financial information in accordance with Section 14.10order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, Proceeds shall no cost or expense will be recordedcounted more than once in calculating Development Costs and Joint Commercialization Costs, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages even if such cost or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later expense falls into more than six (6) months after the expiration one of the Termcost categories that comprise Development Costs and Joint Commercialization Costs. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (ia) Within fortyFollowing any exercise by Beam of the Beam Opt-five (45) days In Option, within [**] after the end of each Calendar Quarter beginning Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with (i) a detailed, activity-based statement of its Shared Development Costs incurred in such Calendar Quarter, including, without limitation, an itemized breakdown of the calculation of FTE Costs included in the Shared Development Costs (each, a “Development Cost Report”), (ii) a detailed, activity-based statement of its Shared Commercialization Costs (each statement, together with the corresponding Development Cost Report, the “Cost Reports”), in each case to the extent incurred in such Calendar Quarter (or a good faith estimate of any portions thereof where actuals are not known as of such time), as well as details of any adjustments to be made to the amounts submitted in the previous Calendar Quarter in which Proceeds are first incurred or accruedprevious Cost Reports, OPKO will in a format to be agreed upon by the JCC and JDC, as applicable. (b) Along with the Cost Reports, Verve shall provide Entera Beam and the JCC with a report setting forth Verve’s itemized Net Sales of each Collaboration Product in the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for Collaboration Territory during such Calendar Quarter are positive or negativeQuarter. (c) Within [**] after the end of each Calendar Quarter, each Party will provide the other Party and the JSC with a written, non-binding, preliminary report that will set forth, in a format to be mutually agreed by the Parties promptly after the Effective Date, such Party’s good faith estimate of: (i) the amounts and information that will be set forward in such Party’s Cost Reports for such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled (ii) in the financial report case of Verve, the aggregate Net Sales of Collaboration Products in the following Collaboration Territory and Collaboration Territory Revenue for such Calendar Quarter. (iid) Within forty-five (45) days after receipt of such reports, designated individuals from In addition to the preliminary reports to be provided by each Party in accordance with Section 10.5.2(c) above, within [**] after the end of each Calendar Quarter, Verve shall provide Beam and the JSC with a written report (the “Finance LeadsReconciliation Report”) shall confer and agree setting forth, in writing on whether a reconciliation format to be mutually agreed by the Parties promptly after the Effective Date, the calculations of [**]. Any net payment is due owed from one Party to the other Party, and if so, the amount Party shall be paid within [**] following receipt of such reconciliation payment(i.e. within [**] after the end of the Calendar Quarter); provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Shared Development Costs) or JCC (with respect to Shared Commercialization Costs or Net Sales), so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount dueas applicable, and the Party required to pay such reconciliation any net payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement owed with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment amounts shall be paid in accordance with the foregoing timetable within such [**] period (and the Parties will use good faith efforts disputed amount, if determined to resolve be owed, shall be paid within [**] of resolution of the dispute). Any such dispute If requested by Verve or Beam, any invoices or other supporting documentation for any payments to a Third Party that has not been resolved within ten individually exceed [**] Dollars (10$[**]) Business Days after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Termpromptly provided. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (i) Within forty-five (45) days [*] after the end of each Calendar Quarter calendar quarter beginning with the Calendar Quarter calendar quarter in which Proceeds are first incurred or accruedthe First Commercial Sale of a Product occurs in the Shared Territory, OPKO will provide Entera a AUS shall report setting forth to the Proceeds (including for example Sublicense Income and Manufacturing Costs for CommercializationFinance Officers its Net Sales, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; providedMedivation and AUS shall each report to the Finance Officers its Joint Development Costs, that if there are any components of Proceeds Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such Calendar Quarter calendar quarter for each Product. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that OPKO individually exceed [*] or with respect to which documentation is unable to timely include in such quarterly report, then such amount otherwise reasonably requested shall be included and reconciled in the financial report in the following Calendar Quarter. (ii) promptly provided. Within forty-five (45) days [*] Business Days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) Officers shall confer and agree upon in writing on whether a reconciliation payment is due from one Party to consolidated financial statement setting forth the other Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party, and if so, the amount ’s share of such reconciliation paymentOperating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that the Parties each of Medivation and AUS has been compensated for its respective share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the other Party once Net Sales invoiced by AUS and the Finance Leads have agreed on any such amount dueJoint Development Costs, Joint Medical Affairs Costs, and the Party required Joint Commercialization Costs incurred by Medivation and AUS with respect to pay such reconciliation payment shall make Product in such payment to the other Party within forty-five (45) days after receipt of such invoicecalendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the matter is referred to them (unless a longer period is agreed to dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the Parties), then the dispute shall be resolved other Party for sharing financial information in accordance with Section 14.10order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, Proceeds no cost or expense shall be recordedcounted more than once in calculating Joint Development Costs, maintainedJoint Medical Affairs Costs and Joint Commercialization Costs, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages even if such costs or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later expense falls into more than six (6) months after the expiration one of the Termcost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (i) Within forty-five (45) days [***] Business Days after the end of each Calendar Quarter, each Party shall provide to the other Party a report in reasonable detail of any Research and Development Costs incurred by such Party in such Calendar Quarter beginning with for each Joint Program, and for any Tail Period Clinical Trials. Such Research and Development Costs so reported shall be used for the calculation of the 50/50 split for the Research and Development Costs (and for clarity, any adjustments made to such reported amounts shall be taken in the Calendar Quarter in which Proceeds such adjustments are first incurred or accrued, OPKO will provide Entera a report setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarterrecorded). (ii) Within forty-five [***] Business Days following the Parties’ exchange of the Research and Development Costs reports pursuant to Section 9.10(b)(i), Gilead shall provide Arcus an R&D Payment Report (45in electronic form) days after receipt in respect of such reportsCalendar Quarter, designated individuals from combining the information reported by each Party (the “Finance Leads”pursuant to this Section 9.10(b) shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, showing its calculations of the amount of such reconciliation payment, so that the Quarterly R&D True-Up payment or any other payments to be made by the Parties share Proceeds hereunder for such Calendar Quarter as contemplated in accordance with this Section 7.3(a)9.10 and Section 9.12. (iii) Within [***] days following delivery of the R&D Payment Report, the Party that is owed the Quarterly R&D True-Up payment based on the calculations in the R&D Payment Report shall invoice the other Party for the Quarterly R&D True-Up amount as set forth in such R&D Payment Report. The Party to which a reconciliation payment is due receiving such invoice shall send an invoice to the other Party once the Finance Leads have agreed on any such amount duepay it not later than [***] days following receipt thereof; provided that, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) Business Days [***] days after the date on which Arcus and Gilead, using reasonable, good faith efforts, resolve the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Termdispute. (iiiiv) Notwithstanding The Parties will further work together and reasonably take into account the foregoing, internal and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued external reporting requirements and timelines of the other Party (e.g., A) when preparing reports pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect this ARTICLE IX to the final reconciliation paymentother Party, if Proceeds (B) when aligning the respective R&D Plan and Budget, Commercialization Plan and Budget, Global Manufacturing Plan and Budget and Medical Affairs Plan and Budget for a Calendar Quarter are less than zero dollars each Optioned Program and Third Party License Payments and ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, C) during any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or terminationother planning-related exercise.

Calculation and Payment. A deposit of Fifteen Thousand and 00/100 Dollars (i$15,000) Within forty-five toward the Administrative Charge shall be due and payable upon Lessee’s notification to County of the proposed Change of Ownership (45that is not an Excluded Transfer) or Financing Event and request for County’s approval thereof. If the transaction is approved, the balance of the Administrative Charge, if any, and the Net Proceeds Share shall be due and payable concurrently with the consummation of the transaction constituting the Change of Ownership or Financing Event giving rise to the obligation to pay such fee, regardless of whether or not money is transferred by the parties in connection with such consummation. If County disapproves the proposed transaction then, within thirty (30) days after the end notice of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first incurred or accruedits disapproval, OPKO will provide Entera County shall deliver to Lessee a report written notice setting forth the Proceeds Administrative Charge (including for example Sublicense Income and Manufacturing Costs for Commercializationdocumentation in support of the calculation of the Administrative Charge), and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; providedtogether with a refund of the amount, if any, of the deposit in excess of the Administrative Charge otherwise allowable under Section 4.6. In the event that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly reportthe Administrative Charge exceeds the deposit, then such amount Lessee shall be included and reconciled in pay County the financial report in balance of the following Calendar Quarter. Administrative Charge otherwise allowable under Section 4.6. within thirty (ii) Within forty-five (4530) days after receipt of the notice from County setting forth the Administrative Charge (including documentation in support of the calculation of the Administrative Charge) and any additional supporting documentation reasonably requested by Lessee within five (5) business days after its receipt of such reportsnotice. Together with its request for County approval of the proposed transaction, designated individuals Lessee, a Major Sublessee or the holder of a beneficial interest in this Lease or a Major Sublease, whichever is appropriate, shall present to County its calculation of the Net Proceeds Share (if any) anticipated to be derived therefrom, which shall include the adjustment to Improvement Costs, if any, which may result from each Party the payment of such Net Proceeds Share (“Calculation Notice”). Each Calculation Notice shall contain such detail as may be reasonably requested by County to verify the “Finance Leads”calculation of the Net Proceeds Share. Within thirty (30) days after the receipt of the Calculation Notice and all information or data reasonably necessary for County to verify the calculations within the Calculation Notice, County shall confer and agree in writing on whether a reconciliation payment is due from one Party notify the party giving the Calculation Notice as to the other Party, and if so, County’s agreement or disagreement with the amount of the Net Proceeds Share set forth therein or the related adjustment of Improvement Costs, if any. Failure of County to approve the Calculation Notice in writing within such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a)thirty (30) day period shall be deemed to constitute County’s disapproval thereof. The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party Failing mutual agreement within forty-five thirty (4530) days after receipt the expiration of such invoicesaid thirty (30) day period, the dispute shall be resolved by arbitration as set forth in Article 16 of this Lease in the manner prescribed herein for the resolution of disputes concerning Fair Market Rental Value. In the event County approves a Change of Ownership or Financing Event but a dispute exists as to the Net Proceeds Share in respect thereof or the related adjustment, if any, in Improvement Costs, then the transaction may be consummated after County has disapproved Lessee’s Calculation Notice; provided, however, that in (i) Lessee shall remit to County as otherwise required hereunder the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment the Net Proceeds Share and (ii) Lessee shall deposit the disputed portion of the Net Proceeds Share into an interest bearing escrow account at the closing of the transaction (or deliver to County a letter of credit or other security reasonably acceptable to County in the amount of the disputed portion), which disputed portion shall be paid distributed in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation arbitration of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following Article 16 of this Lease, in the Opt-Out Date, and except with respect to manner prescribed herein for the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application resolution of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or terminationdisputes concerning Fair Market Rental Value.

Calculation and Payment. (i) Within forty-five (45) days [***] Business Days after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first the JCC approves the Commercialization Plan and Budget with respect to a Joint Product, each Party shall provide to the finance officer designated by the other Party (each, a “Finance Officer”) in reasonable detail its Net Sales and any Allowable Expenses incurred by or on behalf of such Party; provided that Allowable Expenses incurred prior to the approval of the Commercialization Plan and Budget with respect to such Joint Product shall be deemed to have been incurred or accrued, OPKO will provide Entera a report setting forth received in the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for such same Calendar Quarter are positive or negative) for of such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable approval. Any subsequent adjustments made to timely include in such quarterly report, then such amount shall the figures reported by each Party pursuant to the foregoing sentence will be included and reconciled reflected in the financial report in the following Calendar Quarternext quarter’s profit share calculation and invoice. (ii) Within forty-five (45) days after receipt of The Finance Officers shall compare each Party’s Allowable Expenses against the budget for the applicable activities assigned to such reports, designated individuals from each Party (in the “Commercialization Plan and Budget and Medical Affairs Plan and Budget. The Finance Leads”) Officers shall confer and agree in writing on whether a reconciliation payment is due from one Party to consolidated financial statement (the other “Profit Payment Report”) setting forth the Operating Profit or Operating Loss for such Calendar Quarter for each applicable Joint Product in the Shared Territory based on the numbers reported by the Parties and calculating each Party, and if so, the amount ’s share of such reconciliation payment, so that Operating Profit or Operating Loss and the Parties share Proceeds Quarterly Profit True-Up amount in accordance with this Section 7.3(a9.11 and ARTICLE VI and any relevant terms set forth in the respective Co-Promotion Agreement(s), if any, within [***] Business Days after receipt of the reports from each Party. (iii) Within [***] days following delivery of the Profit Payment Report, the Party that is owed the Quarterly Profit True-Up payment based on the calculations in the Profit Payment Report shall invoice the other Party for the Quarterly Profit True-Up amount as set forth in such Profit Payment Report. The Party to which a reconciliation payment is due receiving such invoice shall send an invoice to pay it not later than [***] days following receipt thereof. (iv) Each Party shall consider in good faith other reasonable procedures proposed by the other Party once the Finance Leads have agreed on any such amount due, and the Party required for sharing financial information in order to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of permit each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless close its books periodically in a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10timely manner. For the avoidance of doubt, Proceeds no cost or expense shall be recordedcounted more than once in calculating the Allowable Expenses for the Shared Territory, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages even if such cost or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later expense falls into more than six (6) months after the expiration one of the Termcost categories that comprise the Allowable Expenses for the Shared Territory. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (i) Within forty-five (45) days [**] after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first the First Commercial Sale of a Licensed Product occurs in the Shared Territory, each Party shall report to a finance officer designated by Arvinas and a finance officer designated by Pfizer (the “Finance Officers”) an estimate of its Net Sales, Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs incurred or accruedby it in such Calendar Quarter for the Licensed Product in the Shared Territory. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Manufacturing Costs, OPKO will provide Entera Joint Commercialization Costs and Joint Medical Affairs Costs. Within [**] following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of its Net Sales, Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs. Within [**] of receipt of such final report, the Finance Officers shall confer and agree upon in writing a report consolidated financial statement setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds Net Profits or Losses for such Calendar Quarter are positive for such Licensed Product in the Shared Territory and calculating each Party’s share of such Net Profits or negative) Losses. Within [**] after such [**] conferral period, Arvinas or Pfizer, as applicable, shall make a reconciliation payment to Arvinas or Pfizer respectively, as applicable, so that each of Arvinas and Pfizer has been compensated for its respective share of such Net Profits or Losses incurred by each Party, and the Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs incurred by each Party with respect to such Licensed Product in such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. (ii) Within forty-five (45) days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) Business Days [**] after the date on which Arvinas and Pfizer, using good faith efforts, resolve the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Termdispute. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (i) Within forty-five (45) days after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first incurred or accrued[***], OPKO will provide Entera Novartis’ Finance Lead shall submit to Licensor’s Finance Lead a report setting forth Novartis’ Net Sales (if any) and the Proceeds (including for example Sublicense Income and Manufacturing Costs for CommercializationShared Commercialization Costs, and whether Proceeds for such Calendar Quarter are positive in each case, as reported, incurred, or negative) for such Calendar Quarteraccrued, with respect to each Licensed Product sold in the Profit-Sharing Territory during [***]; providedprovided that, that if there are any components of Proceeds Net Sales or Shared Commercialization Costs incurred or accrued in such Calendar Quarter [***] that OPKO Novartis is unable to timely include in such quarterly financial report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. (ii) [***]. Each such report shall specify in reasonable detail costs incurred and shall include reasonably detailed supporting information. Within forty-five (45) days [***] after receipt of such reports, designated individuals the Finance Leads from each Party (the “Finance Leads”) both Parties shall confer and agree in writing on whether a reconciliation payment is due from one Party Licensor to the other PartyNovartis or from Novartis to Licensor, and if so, the amount of such reconciliation payment, so that the Parties share Proceeds Net Profits or Losses in accordance with Section 7.3(a9.3(a) (Share of Net Profits or Losses). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in In the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable Section 9.3(c)(ii) (Calculation and Payment) or Section 9.3(c)(iii) (Calculation and Payment), as applicable, and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days [***] after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party the Finance Officers for resolution and the Finance Officers will attempt to attempt resolve the matter in good faith. If the Finance Officers fail to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days [***] after the date on which the matter is referred to them the Finance Officers (unless a longer period is agreed to by the Parties), then the dispute disputed amounts shall be resolved in accordance with Section 14.1016.7 (Dispute Resolution). For the avoidance of doubt, Proceeds (i) no cost or expense shall be counted more than [***] in calculating Net Profits or Losses, even if such cost or expense falls into [***] of the cost categories that comprise Net Profits or Losses, and (ii) Net Profits or Losses shall be recorded, maintained, maintained and calculated in accordance with Accounting Standards. Excluding For clarity, excluding reconciliation of any Shared Program Damages or Shared Program Recoveries[***], the final reconciliation of all Proceeds (positive any other Net Profits or negative) Losses will occur no later than six (6) months [***] after the expiration of the Profit-Sharing Term. (ii) If the Shared Commercialization Costs exceed the Net Sales in [***], then Novartis shall send an invoice to Licensor for a reconciliation payment once the Finance Leads have agreed on any such amount due, and Licensor shall make such reconciliation payment to Novartis within [***] after receipt of such invoice. (iii) Notwithstanding If the foregoingNet Sales exceed the Shared Commercialization Costs in [***], then Licensor shall send an Invoice to Novartis for a reconciliation payment once the Finance Leads have agreed on any such amount due, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no Novartis shall make such reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount Licensor within [***] after receipt of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or terminationInvoice.

Calculation and Payment. (i) Within forty-five (45) days [***] after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first the First Commercial Sale of a Licensed Product occurs in the Shared Territory, each Party shall report to a finance officer designated by BPM and a finance officer designated by Roche (the “Finance Officers”) an estimate of its BPM Net Sales, Roche Net Sales, Joint Operational Costs and Cost of Goods Sold incurred or accruedby it in such Calendar Quarter for each Licensed Product in the Shared Territory. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such BPM Net Sales, OPKO will provide Entera Roche Net Sales and all expenses included in Joint Operational Costs and Cost of Goods Sold. Within [***] after receipt of such report, each Party shall update such report to reflect the final amount of its BPM Net Sales, Roche Net Sales, Joint Operational Costs and Cost of Goods Sold. Within [***] of receipt of such final report, the Finance Officers shall confer and agree upon in writing a report consolidated financial statement setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds Gross Profit for such Calendar Quarter are positive for such Licensed Product in the Shared Territory and calculating each Party’s share of such Gross Profit. Within [***] conferral period, BPM or negative) Roche, as applicable, shall make a reconciliation payment to Roche ​ ​ ​ or BPM respectively, as applicable, so that each of BPM and Roche has been compensated for its respective share of such Gross Profit after giving effect to the BPM Net Sales invoiced by BPM or the Roche Net Sales invoiced by Roche, as applicable, the Joint Operational Costs incurred by each Party, and the Cost of Goods Sold incurred by BPM with respect to such Licensed Product in such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. (ii) Within forty-five (45) days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) Business Days [***] after the date on which BPM and Roche, using good faith efforts, resolve the matter dispute. An example of quarterly profit/loss calculation is referred to them (unless a longer period is agreed to by the Partiesattached as Appendix 8.4(b), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. A deposit of Fifteen Thousand and 00/100 Dollars (i$15,000) Within forty-five toward the Administrative Charge shall be due and payable upon Concessionaire’s notification to County of the proposed Change of Ownership or Financing Event and request for County’s approval thereof. If the transaction is approved, the balance of the Administrative Charge, if any, and the Net Proceeds Share shall be due and payable concurrently with the Change of Ownership or Financing Event giving rise to the obligation to pay such fee. If County disapproves the proposed transaction, then, within thirty (4530) days after the end notice of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first incurred or accruedits disapproval, OPKO will provide Entera County shall deliver to Concessionaire a report written notice setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for CommercializationAdministrative Charge, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; providedtogether with a refund of the amount, if any, of the deposit in excess of the Administrative Charge otherwise allowable under Section 4.7. In the event that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly reportthe Administrative Charge exceeds the deposit, then such amount Concessionaire shall be included and reconciled in pay County the financial report in balance of the following Calendar Quarter. Administrative Charge otherwise allowable under Section 4.7. within thirty (ii) Within forty-five (4530) days after receipt of the notice from County setting forth the Administrative Charge and any supporting documentation reasonably requested by Concessionaire within five (5) days after its receipt of such reportsnotice. Together with its request for County approval of the proposed transaction, designated individuals Concessionaire, a Major Sublessee or the holder of a beneficiary interest in this Contract, whichever is appropriate, shall present to County its calculation of the Net Proceeds Share (if any) to be derived therefrom, which shall include the adjustment to Improvement Costs, if any, which may result from each Party the payment of such Net Proceeds Share (“Calculation Notice”). Each Calculation Notice shall contain such detail as may be reasonably requested by County to verify the “Finance Leads”calculation of the Net Proceeds Share. Within sixty (60) days after the receipt of the Calculation Notice, County shall confer and agree in writing on whether a reconciliation payment is due from one Party notify the party giving the Calculation Notice as to the other Party, and if so, County’s agreement or disagreement with the amount of such reconciliation paymentthe Net Proceeds Share set forth therein or the related adjustment of Improvement Costs, so that if any. Failure of County to approve the Parties share Proceeds Calculation Notice in accordance with Section 7.3(a)writing within sixty (60) day period shall be deemed to constitute County’s disapproval thereof. The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party Failing mutual agreement within forty-five thirty (4530) days after receipt the expiration of such invoice; said sixty (60) day period, the dispute shall be resolved by arbitration as set forth in Section 25 of this Contract in a manner similar to that prescribed herein for the resolution of disputes concerning Fair Market Rental Value. In the event County approves a change of Ownership or Financing Event but a dispute exists as to the Net Proceeds Share in respect thereof or the related adjustment, if any, in Improvement Costs, then the transaction may be consummated, provided, however, that in (i) Concessionaire shall remit to County as otherwise required hereunder the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment the Net Proceeds Share and (ii) Concessionaire shall deposit the disputed portion of the Net Proceeds Share into an escrow at the closing of the transaction, which portion shall be paid distributed in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation arbitration of discussions regarding the disputed amounts shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date25 of this Contract, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able manner similar to recover due to that prescribed herein for the application resolution of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or terminationdisputes concerning Fair Market Value.

Calculation and Payment. (i) Within forty-five (45) days [***] Business Days after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first Gilead provides Assembly with the Commercialization portion of the Profit-Share Plan and Budget with respect to a Profit-Share Product, each Party shall provide to the finance officer designated by the other Party (each, a “Finance Officer”) in reasonable detail its Net Sales and any Allowable Expenses incurred by or accrued, OPKO will provide Entera a report setting forth the Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for on behalf of such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar QuarterParty. (ii) Within forty-five (45) days after receipt of such reports, designated individuals from The Finance Officers shall review and discuss each Party (the “Party’s Allowable Expenses. The Finance Leads”) Officers shall confer and agree in writing on whether a reconciliation payment is due from one Party to consolidated financial statement (the other “Profit Payment Report”) setting forth the Operating Profit or Operating Loss for such Calendar Quarter for each applicable Profit-Share Product in the Profit-Share Territory based on the numbers reported by the Parties and calculating each Party, and if so, the amount ’s share of such reconciliation payment, so that Operating Profit or Operating Loss and the Parties share Proceeds Quarterly Profit True-Up amount in accordance with this Section 7.3(a12.12 and any relevant terms set forth in the respective Co-Promotion Agreement(s), if any, within [***] Business Days after receipt of the reports from each Party. (iii) Within [***] days following delivery of the Profit Payment Report, the Party that is owed the Quarterly Profit True-Up payment based on the calculations in the Profit Payment Report shall invoice the other Party for the Quarterly Profit True-Up amount as set forth in such Profit Payment Report. The Party to which a reconciliation payment is due receiving such invoice shall send an invoice to pay it not later than [***] days following receipt thereof. (iv) Each Party shall consider in good faith other reasonable procedures proposed by the other Party once the Finance Leads have agreed on any such amount due, and the Party required for sharing financial information in order to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the disputed amounts shall be referred to designated financial officers of permit each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within ten (10) Business Days after the date on which the matter is referred to them (unless close its books periodically in a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10timely manner. For the avoidance of doubt, Proceeds no cost or expense shall be recordedcounted more than once in calculating the Allowable Expenses for the Profit-Share Territory, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages even if such cost or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later expense falls into more than six (6) months after the expiration one of the Termcost categories that comprise the Allowable Expenses for the Profit-Share Territory. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (ia) Within forty-five (45) [*] days after the end of each Calendar Quarter beginning with the Calendar first Quarter in which Proceeds either Development Costs or Allowable Expenses are first incurred or accruedincurred, OPKO will provide Entera a each Party shall report setting forth to the Proceeds (including for example Sublicense Income JFT its Net Sales and Manufacturing Costs for CommercializationSublicensing Revenue in the Major Markets, as well as its Allowable Expenses and Development Costs. Each such report shall, as applicable, specify in reasonable detail all deductions allowed in the calculation of such Net Sales, documentation supporting its receipts of such Sublicensing Revenue, and whether Proceeds all expenses or costs included in Allowable Expenses or Development Costs, and, if requested by Genmab or SGI, any invoices or other supporting documentation for such Calendar Quarter are positive any payments to a Third Party that constitute Allowable Expenses or negative) for such Calendar Quarter; provided, Development Costs and that if there are any components of Proceeds in such Calendar Quarter that OPKO individually exceed [*] or with respect to which documentation is unable to timely include in such quarterly report, then such amount otherwise reasonably requested shall be included promptly provided. In addition, each such report shall specify the amount of gross sales of Product for the Quarter and reconciled in the financial report in amount offset from gross sales to Net Sales by category for the following Calendar Quarter. (ii) . Within forty-five (45) days [*] Business Days after receipt of such reports, designated individuals from each Party (the “Finance Leads”) JFT shall confer and agree in writing on whether a reconciliation payment is due from one Party to consolidated financial statement setting forth the other Net Profit/Net Loss for such Quarter for the Product and calculating each Party, and if so’s share of such Net Profit/Net Loss. (b) Within [*] Business Days after the Parties (through the JFT) have reconciled the reports delivered under Section 5.1.2 (a) for each Quarter, the amount of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation who will receive payment is due shall send an invoice issue to the other Party once an invoice for the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party shall, within forty-five (45) days after receipt [*] Business Days of such invoice, make a payment to SGI or Genmab, as applicable, so that each of Genmab and SGI has been compensated for its respective share or has borne its respective share of such Net Profit/Net Loss, as applicable, after giving effect to the (i) Net Sales invoiced and Sublicensing Revenue received for the Major Markets as well as Allowable Expenses and Development Costs incurred by SGI, and (ii) Net Sales invoiced and Sublicensing Revenue received for the Major Markets, as well as Allowable Expenses and Development Costs incurred by Genmab, to effect the intent of Section 5.1.1; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) [*] Business Days after the date on which the matter is referred to them (unless a longer period is agreed to by the Parties)Genmab and SGI, then using good faith efforts, resolve the dispute shall be or such dispute is resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Termpursuant to a dispute resolution mechanism under this Agreement. (iiic) Notwithstanding the foregoingIn addition, and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g.for planning purposes, pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect each Party shall report to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to other Party and the application of the previous sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at JFT within [*] Business Days after the end of the Term, Entera will pay OPKO such balance within ninety (90) days each calendar month following the effective date first Launch of expiration or termination.the Product in its Party Major Market(s) its estimated Net Sales (including the

Calculation and Payment. (i) Within forty-five (45) days [***] Business Days after the end of each Calendar Quarter beginning with the Calendar Quarter in which Proceeds are first incurred or accruedQuarter, OPKO will Gilead shall provide Entera to Assembly a report statement setting forth good faith estimates of the Proceeds R&D Costs incurred by Gilead or its Affiliates for each Profit-Share Program, in each case, reported in Dollars as determined in accordance with Section 12.15. Within [***] Business Days after the end of each Calendar Quarter, Gilead shall provide to Assembly an R&D Payment Report (including in electronic form) in respect of such Calendar Quarter, showing the R&D Costs incurred by Gilead or its Affiliates for example Sublicense Income and Manufacturing Costs for Commercializationeach Profit-Share Program, and whether Proceeds for any then-ongoing Clinical Trials being conducted with respect to the Optioned Programs until the completion of such Clinical Trials. In such report Gilead shall show its calculations of the amount of the Quarterly R&D Payment or any other payments to be made by the Parties hereunder for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of Proceeds as contemplated in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarterthis Section 12.11. (ii) Within forty-five (45) [***] days after following delivery of the R&D Payment Report, Gilead shall invoice Assembly for the Quarterly R&D Payment amount as set forth in such R&D Payment Report. Assembly shall pay it not later than [***] days following receipt of such reportsthereof; provided that, designated individuals from each Party (the “Finance Leads”) shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such invoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the remaining, disputed amounts portion shall be referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter paid within ten (10) Business Days [***] days after the date on which Assembly and Gilead, using reasonable, good faith efforts, resolve the matter is referred to them (unless a longer period is agreed to by the Parties), then the dispute shall be resolved in accordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than six (6) months after the expiration of the Termdispute. (iii) Notwithstanding the foregoingIf Gilead elects to use or uses, in performing Research and solely in relation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. RatherDevelopment under an Optioned Program, any costs data, information or expenses incurred materials generated by or accrued on behalf of Assembly or any of its Affiliates in performing Assembly At-Risk Activities: (A) in the case of an Optioned Program that is a Calendar Quarter which OPKO is not able Profit-Share Program, the applicable R&D Payment Report and corresponding Quarterly R&D Payment amount shall be adjusted to recover due to the application account for Gilead’s [***] share of the previous sentence will be carried forward to future Calendar Quarters if not fully taken R&D Costs incurred by or on behalf of Assembly or its Affiliates in performing such Calendar Quarter until the amount Assembly At-Risk Activities, provided that Assembly provides Gilead with a report of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at R&D Costs (in electronic form) within [***] Business Days after the end of the Termapplicable Calendar Quarter in which such R&D Costs were incurred and (B) in the case of an Optioned Program that is not a Profit-Share Program, Entera will pay OPKO Gilead shall [***] for such balance R&D Costs within ninety (90) [***] days following receipt of a report of such R&D Costs (in electronic form) and an invoice therefor. (iv) The Parties will further work together and reasonably take into account the effective date internal and external reporting requirements and timelines of expiration the other Party (A) when preparing reports pursuant to this ARTICLE XI to the other Party, or termination(B) during any other planning-related exercise.