Common use of Reports and Payments Clause in Contracts

Reports and Payments. a. Within [***] days after the first business day of each [***] of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***], together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold ; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] royalty statement whether or not royalty payments are due. c. Within [***] days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] per calendar year, Columbia may have an independent national certified public accountant or auditor, (to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the [***] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], Company shall pay, within [***] days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney to audit and test for completeness, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] days after the first business day of each [***] calendar quarter of each License Year of this Agreement, Company shall submit to Columbia AzTE a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees Sublicensees and their Affiliates during such [***]calendar quarter, together with detailed information sufficient to permit Columbia AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold sold; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to ColumbiaAzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia AzTE of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York Arizona Technology Enterprises and sent to the following address: The Trustees of Columbia Arizona Technology Enterprises SkySong – Arizona State University in the City of New York Columbia Technology Ventures P.▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as Columbia AzTE may specify by notice hereunder, or or, if requested by ColumbiaAzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by ColumbiaAzTE. Company is required to send the [***] royalty statement Payment Report whether or not royalty any payments are due. c. Within [***] days after In the date of termination event that this Agreement terminates or expiration of this Agreementexpires, Company shall pay Columbia AzTE any and all amounts that are due pursuant to this Agreement as of on Products manufactured on or before the date of such termination or expiration, together with a Payment Report for such payment payments in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in accordance with Section 4b(ii)(B)which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia AzTE in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned]. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to ColumbiaAzTE. Royalty statements shall show sales both in the local currency and US U.S. dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar year, Columbia AzTE may have an independent national certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the [***] calendar year in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***]calendar year, Company shall pay, within [***] days after demand by ColumbiaAzTE, the costs and expenses of such review (including the fees charged by ColumbiaAzTE’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest (at the rate described in Section 5g below) thereon. Company agrees to cooperate fully with the independent AzTE’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide ColumbiaAzTE’s accountant or auditor and in-house attorney to audit and test for completenesswith all information reasonably requested, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reportsreports (including those from Sublicensees), cost information, pricing policies, and agreements with third and relevant financial information from other parties (including SublicenseesSublicensees and their Affiliates, Designees, as well as Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of ColumbiaAzTE’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period]. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose[***].

Reports and Payments. a. Within [***] No later than thirty (30) days after the first business day of each [***] calendar quarter of each License Year of this AgreementAgreement after the first commercial sale of a Product and/or an Other Product, as applicable, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) statingthat includes the following: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] quarter together with the respective payment reports received by Company from any Sublicensees; and; (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof; (iv) The exact date of the first commercial sale of a Product in the first Payment Report for such Product; and (v) An unredacted copy of each report any Sublicensee has sent to Company that is pertinent to any royalties or other sums owing to Company for the preceding quarter. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment Company shall be pay by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: W▇▇▇▇ Fargo 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ MAC J▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Routing #: [***] Swift #: W▇▇▇▇▇▇▇ Columbia Account #: [***] Beneficiary: Columbia University FBO Tech Ventures, Finance Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by Columbia. Company is required shall pay for all bank charges for the wire transfer of funds for payments to Columbia and shall not the deduct bank charges from the total amount due to Columbia. Company shall send the [***] quarterly royalty statement whether or not royalty payments are due. c. Within [***] No later than ninety (90) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to under this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof5, except that such Payment Report shall will cover the period from the end of the last [***] prior to calendar quarter before termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be is deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] per calendar year, Columbia may have an independent national certified public accountant or auditor, (to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the [***] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], Company shall pay, within [***] days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney to audit and test for completeness, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within No later than [***] days after the first business day of each [***] of each License Year of this AgreementAgreement commencing with the calendar year during which the first bona fide commercial sale of a Product to a Third Party occurs, Company shall submit to Columbia a written report with respect to the preceding [***] (the “Payment Report”) statingthat includes the following: (i) Gross ▇. ▇▇▇▇▇ and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***], together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) . Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] together with the respective payment reports received by Company from any Sublicensees; and; (iii) . A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof; and iv. The exact date of the first commercial sale of a Product in the first Payment Report for such Product. b. v. A copy of each report any Sublicensee has sent to Company that is pertinent to any royalties or other sums owing to Company for the preceding [***]; provided, however, that any portions of such reports that are not necessary for Columbia to assess the amounts payable to it hereunder may be subject to reasonable redaction as necessary for Kures (or its Sublicensees) to comply with obligations of confidentiality. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] covered by the Payment Report. Payment Company shall be pay by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] or to such other bank and account identified by notice to Company by Columbia. Company is required shall pay for all bank charges for the wire transfer of funds for payments to Columbia and shall not deduct bank charges from the total amount due to Columbia. Company shall send the [***] ]royalty statement whether or not royalty payments are due. c. Within b. No later than [***] days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to under this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with this Section 5a hereof5, except that such Payment Report shall will cover the period from the end of the last [***] prior to before termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be is deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty c. Annual fee payments are payable in accordance with Section 4b(ii)(B4b(ii). e. d. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty For royalty payments for transactions outside the United States States, Company shall first be determined determine the royalty in the currency of the country in which they are it is earned, and then converted that currency to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned. Any Company shall pay any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Companysource, and shall not be used to decrease the amount of royalties due to ColumbiaColumbia hereunder. Royalty statements shall will show sales both in the local currency and US dollars, with the applicable exchange rate used clearly stated. f. e. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to reasonably determine the Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] per calendar year, Columbia may have an independent national certified public accountant or auditor, auditor (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the [***] in which the review is requested. In the event that If such a review shows that the Company has underpaid royalties by [***] or more with respect to concerning any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], then the Company shall pay, within no later than [***] days after a demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and in house attorney involved in the review), in addition to the amount of any underpayment and any interest thereon. The Company agrees to cooperate fully with the independent Columbia’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, the Company shall provide Columbia’s accountant or auditor and in-attorney with all information reasonably requested to allow the accountant or auditor and in- house attorney to audit and test for completeness, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party Sublicensee royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, the Designees, the Affiliates of Company, Sublicensees the Company and Designees, and the customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. f. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) due shall bear interest, compounded monthly, either at for the rate of [***] per annum, or in Columbia’s sole discretionperiod for which such payment was not paid when due, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate Columbia shall be credited credit or refunded refund (at the Company’s option) to the Company the interest paid in excess of the maximum rate. All information provided under this Section 5(f) shall be considered Company’s Confidential Information hereunder, whether or not marked or otherwise designated as such. h. g. Company shall reimburse Columbia for any reasonable costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose. h. Company shall submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales of Products by Company, Sublicensees, Designees and their Affiliates to Columbia for its internal budget purposes.

Reports and Payments. a. Within [***] forty-five (45) days or (if all or some royalties for such calendar quarter are based on sales by Sublicensees or Designees) sixty (60) days after the first business day of each [***] calendar quarter of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold sold, and identification whether the Product is a Patent Product or Other Product; (ii) Amounts accruing to, and amounts Sublicense Revenue received by, by Company from its Sublicensees during such [***] quarter together with the respective payment reports (which may be redacted for information not relevant to the calculation of the Sublicense Revenue payment) received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ [***] [***] or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] quarterly royalty statement whether or not royalty payments are due. c. Within [***] thirty (30) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. In the event that Company sublicenses Patents to a Sublicensee that does not qualify as a United States taxpayer, and payments to Company for such sublicense will be reduced by withholding taxes, the parties intend that Columbia will share proportionally and equitably with respect to such reductions in payment to Company. In such event, the parties will discuss in good faith a reasonable and fair apportionment of such responsibility and mechanism for such apportionment. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, dollars and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Company and Columbia will cooperate reasonably in completing and filing documents required under provisions of any applicable tax Laws or under any other applicable Laws in connection with the making of or exemption from any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. e. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar year, Columbia may have an independent national a certified public accountant or auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] five (5) years before the first day of the [***] calendar quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by an amount exceeding the lesser of (i) [***] or more with respect to any [***], calendar quarter or if such underpayment is in excess of (ii) [***] for any [***], calendar quarter or an aggregate of [***] or more for any [***]calendar year, Company shall pay, within [***] ten days after demand by Columbia, the reasonable out-of-pocket costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. Columbia may not inspect any period more than once, unless such period is subject to a dispute. Company agrees to cooperate fully with the independent Columbia’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney with all information reasonably requested to audit and test for completeness, including without limitation, with to the extent relevant, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] sixty {60) days after the first business day of each [***] of each License Year calendar quarter of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales Revenue of Licensed Products by Company, Sublicensees, Designees Designees, and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net SalesRevenue, including Licensed Product names, country where manufactured, country where sold, actual selling price, units sold sold, and an itemization of any Offsets taken against Net Revenue; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 5 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment ReportReport in the manner specified by Columbia. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ [*] [*] [*] [*] or to such other address as Columbia may specify by notice hereunder, or or, if requested by Columbia, by wire transfer of immediately available funds by Company to: [**] [*] [**] [*] [*] Routing#: [*] Swift#: [*] Swift#: [*] Columbia Account#: [*] Beneficiary: [*] Other identifying info: include invoice#, contract# or to such other bank and account identified by notice to Company by Columbia. The Company is required to send the [***] quarterly royalty statement whether or not royalty payments are due. c. Within [***] thirty (30) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a S(b) hereof, except that such Payment Report shall cover the period from the end of the last [***] calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of the Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable shall be paid on the first day of January (or another date as mutually agreed upon in accordance with Section 4b(ii)(B)writing by the Parties) of each calendar year following the first commercial launch of a Licensed Product. e. With respect to revenues obtained by the Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine the Company’s compliance with its obligations hereunder. Such books and records shall be maintained for seven (7) years from the end of each period when royalties are payable. Upon reasonable notice, but not more than [***] once per calendar year, Columbia may have an independent national certified public accountant or independent auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of to verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] five (5) years before the first day of the [***] calendar quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any [***]calendar quarter, or if such underpayment is in excess of [***] $5,000.00 for any [***]calendar quarter, or an aggregate of [***] $10,000 for any [***]calendar year, Company shall pay, within [***] ten days after demand by Columbia, the costs and expenses of such audit review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. The Company agrees to cooperate fully with the independent Columbia’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney to audit and test for completenesswith all information reasonably requested, including without limitation, with information relating to salessales and licenses, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, thirdThird-party Party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b16(b)), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] 9% per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law law shall be deemed the result of a mistake mistake, and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b 12(b) of this Agreement), including the costs of engaging any collection agency for such purpose. i. Company shall submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales and licenses of Licensed Products by Company, Sublicensees, Designees, and their Affiliates for Columbia’s internal budget purposes.

Reports and Payments. a. Within [***] days after the first business day of each [***] calendar quarter of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Combination Product Adjustment, Net Sales Adjustments, Product names, country where manufactured, country where sold, actual selling price, units sold sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ [***] ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ MAC ▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Routing #: [***] Swift #: [***] (use for foreign wires) Swift #: [***] (use for domestic wires) Columbia Account #: [***] Beneficiary: [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] quarterly royalty statement whether or not royalty payments are due. c. Within [***] days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. e. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its payment obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar yearyear and during normal business hours, Columbia Columbia, at its own expense, may have an independent national certified public accountant or auditor, auditor (as to whom Company has no reasonable objection) (the “Auditor”) inspect and copy such books and records solely for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] years before the first day of the [***] calendar quarter in which the review is requested. The Auditor [***] shall use reasonable efforts to conduct such audit in a manner designed to minimize disruption of Company’s normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit shall be deemed Company’s Confidential Information and shall be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Company containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 7. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***]calendar quarter, Company shall pay, within [***] days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney the Auditor involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent accountant or auditor and Columbia’s in house attorney Auditor in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney the Auditor all information reasonably requested to audit and test for completeness, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party Sublicensee royalty reports, cost information, pricing policies, Net Sales Adjustments, and agreements with third parties (including Sublicenseessublicense agreements. f. Columbia shall provide to Company a copy of the Auditor’s audit report within [***] of Columbia’s receipt of the report. If the report shows that payments made by Company are deficient, DesigneesCompany shall pay Columbia the deficient amount within[***] after Company’s receipt of the audit report. If the report shows that payments made by Company are in excess of the required payment, Affiliates Columbia shall credit Company the excess amount at the time it provides the copy of the Auditor’s audit report to Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). such amount shall be deducted from the amount of royalties on Net Sales of Products due to Columbia agrees that all Company Documentation will be reviewed by on the independent accountant or auditor and Columbia’s in house attorney onlynext Payment Report. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made more than [***] late (including unpaid portions of amounts due) shall bear interest, compounded monthly[***], either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. [***]. i. Beginning after submission of a new drug application to the FDA in the United States (or its equivalent outside the United States), Company shall reimburse submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales of Products by Company, Sublicensees, Designees and their Affiliates to Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purposeinternal budget purposes.

Reports and Payments. a. Within [***] thirty (30) days after the first business day of each [***] calendar quarter of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. . Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or or, if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] ▇▇▇▇▇ Fargo Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇ NY 10152 (This is the bank’s address not Columbia University’s. Do not use this address for correspondence to Columbia University.) Routing/Transit (ABA) #: ▇▇▇▇▇▇▇▇▇ (use for domestic wires) Swift #: ▇▇▇▇▇▇▇▇ (use for foreign wires) CHIPS UID: 0407 Columbia Account #: 2000039431790 Beneficiary: Columbia University FBO Tech Ventures, Finance Other identifying info: include invoice #, contract # ACH Routing/Transit (ABA) #: ▇▇▇▇▇▇▇▇▇ or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] quarterly royalty statement whether or not royalty payments are due. c. . Within [***] thirty (30) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a 4.5 hereof, except that such Payment Report shall cover the period from the end of the last [***] calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B). e. . With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal Citibank, N.A. (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. . Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar year, Columbia may have an independent national a certified public accountant or auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] seven (7) years before the first day of the [***] calendar quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any [***]calendar quarter, or if such underpayment is in excess of [***] $5,000.00 for any [***]calendar quarter, or an aggregate of [***] $10,000 for any [***]calendar year, Company shall pay, within [***] ten days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent Columbia’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney to audit and test for completenesswith all information reasonably requested, including without limitation, with information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b)Agreement, and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] 9% per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. . Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] thirty (30) days after the first business day of each [***] calendar quarter of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates during such [***]quarter, together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, units sold sold, an identification of all Patent claims that any Patent Product is Covered By, and an identification of Materials and Technical Information used or incorporated in the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of any Other Product; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such [***] quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] calendar quarter covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ MAC ▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Routing #: ▇▇▇▇▇▇▇▇▇ Swift #: ▇▇▇▇▇▇▇▇▇▇▇ (use for foreign wires) Swift #: ▇▇▇▇▇▇▇▇ (use for domestic wires) Columbia Account #: 2000039431790 Beneficiary: Columbia University FBO Tech Ventures, Finance Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] quarterly royalty statement whether or not royalty payments are due. c. Within [***] thirty (30) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] calendar quarter prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B)4.b.iii.B. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar year, Columbia may have an independent national a certified public accountant or auditor, and an attorney (each as to whom Company has no reasonable objection) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. The review may cover a period of not more than [***] seven (7) years before the first day of the [***] calendar quarter in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any [***]calendar quarter, or if such underpayment is in excess of [***] $5,000.00 for any [***]calendar quarter, or an aggregate of [***] $10,000 for any [***]calendar year, Company shall pay, within [***] ten days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent Columbia’s accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney to audit and test for completeness, including without limitation, with including without limitation, information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designees, and customers) (collectively, “Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] 9% per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] 3% as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose. i. Company shall submit to Columbia annual non-binding forecasts on the first business day following January 1 for annual sales of Products by Company, Sublicensees, Designees and their Affiliates to Columbia for its internal budget purposes.

Reports and Payments. a. Within [***] days after the first business day of each [***] of each License Year of this [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross ▇. ▇▇▇▇▇ and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates the Sellers during such [***], together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, price and units sold sold; (ii) Amounts accruing to, and amounts . Net Sublicensing Revenue received by, by Company from its Sublicensees during such [***] together with the respective payment reports received by Company from any Sublicensees; and (iii) . A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] royalty statement Payment Report whether or not royalty payments are due. c. Within [***] days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a 5(a) hereof, except that such Payment Report shall cover the period from the end of the last [***] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B4(b)(ii)(C). e. With respect to revenues obtained by Company in foreign countriescurrency, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable noticenotice to Company, but not more than [***] per calendar year], Columbia may have an independent national certified public accountant or auditor, auditor (reasonably acceptable to whom Company has no reasonable objectionCompany) inspect and copy such books and records during business hours at Company’s principal offices for purposes of verifying the accuracy of the amounts paid under this Agreement. Prior to any such inspection, Company may require the accountant or auditor to sign Company’s form non-disclosure agreement, and the accountant or auditor will be entitled to provide only the results of the audit to Columbia with a copy to Company. The review may cover a period of not more than [***] years before the first day of the [***] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], Company shall pay, within [***] days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney or auditor involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s the accountant or auditor with accurate and in-house attorney complete information as necessary to audit and test for completenessconduct the inspection, including including, without limitation, with such information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designeesincluding, and customers) (collectivelyto the extent applicable, “Company Documentation”such information from the Sellers). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b16(b)), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly[*], either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period]. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b 11(b) of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] days after the first business day of each [***] of each License Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] calendar quarter (the “Payment Report”) stating: (i) Gross ▇. ▇▇▇▇▇ and Net Sales of Products by Company, Sublicensees, Designees and their Affiliates the Sellers during such [***], together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, price and units sold sold; (ii) Amounts accruing to, and amounts . Net Sublicensing Revenue received by, by Company from its Sublicensees during such [***] together with the respective payment reports received by Company from any Sublicensees; and (iii) . A calculation under Section 4 of the amounts due to Columbia, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: [***] [***] or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] royalty statement Payment Report whether or not royalty payments are due. c. Within [***] days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a 5(a) hereof, except that such Payment Report shall cover the period from the end of the last [***] prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B4(b)(ii)(C). e. With respect to revenues obtained by Company in foreign countriescurrency, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated. f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable noticenotice to Company, but not more than [***] per calendar year], Columbia may have an independent national certified public accountant or auditor, auditor (reasonably acceptable to whom Company has no reasonable objectionCompany) inspect and copy such books and records during business hours at Company’s principal offices for purposes of verifying the accuracy of the amounts paid under this Agreement. Prior to any such inspection, Company may require the accountant or auditor to sign Company’s form non-disclosure agreement, and the accountant or auditor will be entitled to provide only the results of the audit to Columbia with a copy to Company. The review may cover a period of not more than [***] years before the first day of the [***] in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] or more with respect to any [***], or if such underpayment is in excess of [***] for any [***], or an aggregate of [***] for any [***], Company shall pay, within [***] days after demand by Columbia, the costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney or auditor involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to cooperate fully with the independent accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditor. During the review, Company shall provide Columbia’s the accountant or auditor with accurate and in-house attorney complete information as necessary to audit and test for completenessconduct the inspection, including including, without limitation, with such information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designeesincluding, and customers) (collectivelyto the extent applicable, “Company Documentation”such information from the Sellers). Columbia agrees that all Company Documentation will be reviewed by the independent accountant or auditor and Columbia’s in house attorney only. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b16(b)), and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly[*], either at the rate of [***] per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period]. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b 11(b) of this Agreement), including the costs of engaging any collection agency for such purpose.

Reports and Payments. a. Within [***] sixty (60) days after the first business day of each [***] of each License Calendar Year of this Agreement, Company shall submit to Columbia a written report with respect to the preceding [***] Calendar Year (the “Payment Report”) stating: (i) Gross and Net Sales of Products by Companystating the number, Sublicensees, Designees and their Affiliates during such [***], together with detailed information sufficient to permit Columbia to verify the accuracy of reported Net Sales, including Product namesdescription, country where manufactured, country where sold, actual aggregate selling price, units sold ; (ii) Amounts accruing toprices, and amounts Net Sales of Products (broken down by Patent Products and Other Products) sold in such year upon which royalty is payable, the amount of Sublicensing Revenue received by, Company from its Sublicensees during such [***] together with year, and the respective payment reports received by Company from any Sublicensees; and (iiiroyalty and sublicensing revenue share payments due under Sections 4b(iii) A calculation under Section 4 and 4c. Payment Reports shall be deemed Confidential Information of the amounts due to Columbia, making reference to the applicable subsection thereofCompany. b. Simultaneously with the submission of each Payment Report, Company shall make payments to Columbia of the amounts due for the [***] Calendar Year covered by the Payment Report. Payment shall be by check payable to The Trustees of Columbia University in the City of New York and sent to the following address: The Trustees of Columbia University in the City of New York Columbia Technology Ventures P.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address as Columbia may specify by notice hereunder, or if requested by Columbia, by wire transfer of immediately available funds by Company to: ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ MAC ▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |US-DOCS\110970093.1|| Routing #: [***] Swift #:[***] (use for foreign wires) Swift #: [***] (use for domestic wires) Columbia Account #: [***] Beneficiary: [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by Columbia. Company is required to send the [***] royalty statement whether or not royalty payments are due. c. Within [***] sixty (60) days after the date of termination or expiration of this Agreement, Company shall pay Columbia any and all amounts that are due pursuant to this Agreement as of the date of such termination or expiration, together with a Payment Report for such payment in accordance with Section 5a hereof, except that such Payment Report shall cover the period from the end of the last [***] Calendar Year prior to termination or expiration to the date of termination or expiration. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable in accordance with Section 4b(ii)(B4b(iii)(C). e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to Columbia in the United States in United States Dollars. Royalty payments for transactions outside the United States shall first be determined in the currency of the country in which they are earned, and then converted to United States dollars using the buying rates of exchange quoted by The Wall Street Journal (or its successor) in New York, New York for the last business day of the [***] calendar quarter in which the royalties were earned. Any and all loss of exchange value, taxes, or other expenses incurred in the transfer or conversion of foreign currency into U.S. dollars, and any income, remittance, or other taxes on such royalties required to be withheld at the source shall be the exclusive responsibility of Company, and shall not be used to decrease the amount of royalties due to Columbia. Notwithstanding the foregoing, all payments made by Company in fulfillment of Columbia’s tax liability in any particular country may be credited against earned royalties or fees due Columbia for that country. Royalty statements shall show sales both in the local currency and US dollars, with the exchange rate used clearly stated.. |US-DOCS\110970093.1|| f. Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement, and sufficient to determine Company’s compliance with its obligations hereunder. Upon reasonable notice, but not more than [***] once per calendar yearCalendar Year, Columbia may have an independent national a certified public accountant or auditor, (each as to whom Company has no reasonable objectionpre-approved in writing, such approval to not be unreasonably withheld) inspect and copy such books and records for purposes of verifying the accuracy of the amounts paid under this Agreement. Prior to any such inspection, such accountant or auditor shall enter into a reasonably confidential disclosure agreement with Company. Such certified public accountant and accountant shall not disclose to Columbia any information other than information reasonably relating to the accuracy of payments made under this Agreement, and all such information shall be deemed Confidential Information of Company except as necessary to legally enforce the provisions of this Section 5f. The review may cover a period of not more than [***] five (5) years before the first day of the [***] Calendar Year in which the review is requested. In the event that such review shows that Company has underpaid royalties by [***] five percent (5%) or more with respect to any [***]calendar quarter, or if such underpayment is in excess of [***] $50,000 for any [***]calendar quarter, or an aggregate of [***] $100,000 for any [***]Calendar Year, and Company does not dispute such review, Company shall pay, within [***] ten days after demand by Columbia, the reasonable, documented out-of-pocket costs and expenses of such review (including the fees charged by Columbia’s accountant and attorney or auditor involved in the review), in addition to amount of any underpayment and any interest thereon. Company agrees to reasonably cooperate fully with the independent such certified public accountant or auditor and Columbia’s in house attorney in connection with any such review. For the sake of clarity, the audit will be performed by the independent accountant or auditorinspection described above. During the review, Company shall provide Columbia’s accountant or auditor and in-house attorney with all information reasonably requested to allow the accountant or auditor to audit and test for completenesscompleteness of Company’s reports as well as accuracy of reported fees payable to Columbia, including including, without limitation, with information relating to sales, inventory, manufacturing, purchasingcountry of manufacture, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party Third Party royalty reports, cost informationcosts associated with royalties, pricing policies, and agreements with third parties Third Parties (including Sublicensees, Designees, Affiliates of Company, Sublicensees and Designeescustomers), and customers) (collectively, “but only to the extent reasonably necessary to determine completeness of Company’s reports as well as the accuracy of the payments due hereunder. All information disclosed by Company Documentation”). Columbia agrees that all Company Documentation will be reviewed by the independent to Columbia’s accountant or auditor and Columbia’s in house attorney onlywill be treated as confidential. g. Notwithstanding anything to the contrary in this Agreement (including Section 15b)Agreement, and without limiting any of Columbia’s rights and remedies hereunder, any payment required hereunder that is made late (including unpaid portions of amounts due) shall bear interest, compounded monthly, either at the rate of [***] ]% per annum, or in Columbia’s sole discretion, at the U.S. prime rate plus [***] as published by the Wall Street Journal on the last day of the applicable billing period. Any interest charged or paid in excess of the maximum rate permitted by applicable New York State Law shall be deemed the result of a mistake and interest paid in excess of the maximum rate shall be credited or refunded (at the Company’s option) to Company. h. Company shall reimburse Columbia for any costs and expenses incurred in connection with collecting on any arrears of Company with respect to its payment and reimbursement obligations under this Agreement (such as Section 11b of this Agreement), including the costs of engaging any collection agency for such purpose.