Common use of Reports and Payments Clause in Contracts

Reports and Payments. 6.1 Within 30 days from the end of each calendar quarter of each Annual Period of this Agreement, LICENSEE will submit to REGENTS a written report with respect to the preceding calendar quarter (“Payment Report”) stating: 6.1.1 Net Sales by LICENSEE and any Affiliate during such quarter; 6.1.2 In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate for sale, rental, or lease of such Licensed Product or Licensed Service by the Affiliate to third parties, Net Sales by LICENSEE to the Affiliate anti Net Sales by the Affiliate to third parties during such quarter; 6.1.3 Amounts accruing to, and received by, LICENSEE from Sublicensees during such quarter; 6.1.4 Sublicensee’s Net Sales duffing such quarter; and 6.1.5 A calculation under Article S of the amounts due to REGENTS, making reference to the application of each subsection thereof 6.2 Simultaneously with the submission of each Payment Report, LICENSEE will make payments to REGENTS of the amounts due for the calendar quarter covered by the Payment Report. Payment will be by check payable to “The Regents of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will be open to inspection and copying, during usual hours, by an independent accountant to whom LICENSEE has no reasonable objection, for [***] after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by LICENSEE under this Agreement. In the event such review reveals that any payment to REGENTS was understated by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such review.

Reports and Payments. 6.1 Within 30 days from a. Beginning on the end date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October of each calendar quarter of each Annual Period of this Agreementyear in which the Company owes royalties in accordance with section 3(a)(ii), LICENSEE will the Company shall submit to REGENTS Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) statingstating separately: 6.1.1 (i) Net Sales received by LICENSEE the Company and any Affiliate during such quarter; 6.1.2 (ii) In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate by the Company for sale, rental, or lease of such Licensed Product or Licensed Service Products by the Affiliate to third parties, Net Sales by LICENSEE the Company to the Affiliate anti and Net Sales by the Affiliate to third parties during such quarter; 6.1.3 (iii) Amounts accruing to, and received by, LICENSEE the Company from its Sublicensees during such quarter; 6.1.4 Sublicensee’s (iv) Net Sales duffing by Sublicensees during such quarter; and 6.1.5 (v) A calculation under Article S of the amounts due to REGENTS, making reference to the application of each subsection thereofColumbia under section 3. 6.2 b. Simultaneously with the submission of each Payment Report, LICENSEE will the Company shall make payments to REGENTS Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment will Columbia shall be by check payable entitled to “The Regents receive payment of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the total consideration quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable by LICENSEE to LICENSORS under this Agreementthe Company or an Affiliate, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible provided that so long as a Sublicense provides for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE of royalties to REGENTS the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of an amount required to be paid under this Agreement such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom LICENSEE the Company has no reasonable objection, for [***] two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by LICENSEE the Company under this Agreement. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section or obtained pursuant to the provisions herein shall be maintained in confidence by the accountant and/or Columbia. In The accountant shall not disclose to Columbia or any other party any information relating to the event business of Company, except to the extent that such review reveals information is reasonably necessary to inform Columbia of: (i) the accuracy or inaccuracy of Company’s reports and payments; (ii) compliance or noncompliance by Company with the terms and conditions of this Agreement; and (iii) the extent of any inaccuracy or noncompliance. Columbia shall not disclose to any third party any information that the Company has designated in writing as confidential relating to the business of Company provided to Columbia pursuant to this Section, except as required by any payment to REGENTS was understated by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such reviewapplicable law or regulation.

Reports and Payments. 6.1 Within 30 a. Beginning with the earlier of (i) the First Commercial Sale of a Licensed Product or (ii) the First Commercial Sale of a Diagnostic Instrument, or (iii) Payment Year Four, GTS shall deliver or cause to be delivered to Columbia and Salk, within 60 days from after the end of each calendar quarter of each Annual Period of this Agreementquarter, LICENSEE will submit to REGENTS a written report with respect to the preceding calendar quarter (“the "Payment Report”") stating: 6.1.1 (i) Net Sales of Licensed Products made by LICENSEE GTS and any Affiliate during such quarter; 6.1.2 (ii) In the case of transfers or sales of Licensed Products or Licensed Services by LICENSEE GTS to an Affiliate for salesale by the Affiliate, rental, or lease of such Licensed Product or Licensed Service Net Sales made by GTS to the Affiliate and by the Affiliate to third parties, Net Sales by LICENSEE its customers during such quarters; (iii) Amounts accruing to the Affiliate anti Net Sales by the Affiliate to third parties GTS from its Sublicensees under section 4d during such quarter; 6.1.3 Amounts accruing to, and received by, LICENSEE from (iv) Net Sales made by Sublicensees during such quarter; 6.1.4 Sublicensee’s Net Sales duffing such quarter; and 6.1.5 (v) A calculation under Article S Section 4 of the amounts due to REGENTSColumbia, making reference to each subsection. All such royalty reports shall be treated as Confidential Information subject to Section 14c and except to the application of each subsection thereofextent disclosure is required i) for audit purposes, ii) by contract, or iii) by law. 6.2 b. Simultaneously with the submission of each Payment ReportReport to Columbia, LICENSEE will GTS shall make payments to REGENTS Columbia's Office of Science and Technology Development of the amounts due for the calendar quarter covered by the Payment Report. Payment will be by check payable to “The Regents of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will Columbia shall receive all payments owed by LICENSEE under this Agreement such payment on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS both Columbia and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement Salk. c. GTS shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, but not more frequently than once in each calendar year, such books and records will shall be open to inspection inspection, and copyingcopying solely with respect to the information required under Section 5a, at its principal office, during usual business hours, by an independent certified public accountant to whom LICENSEE GTS has no reasonable objection, for [***] two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts amount paid by LICENSEE GTS under this Agreement. In Said accountant shall not disclose to Columbia, Salk or any other party any information except that which should properly be contained in the royalty report required under this Agreement. d. Royalties on Net Sales of Licensed Products shall accrue and be computed in the currency of the country in which such sales have been made by GTS or its Affiliates and shall be paid to a location or person designated by Salk and Columbia in the United States in United States Dollars, at the rate of exchange quoted by the Wall Street Journal for the last business day of the calendar quarter in which such royalties were earned. If by law, regulations, or fiscal policy of a particular country, conversion into or transfer to the United States in United States Dollars is restricted or forbidden, notice therefore in writing will be given to Salk and Columbia, and no such royalties shall be paid until such conversion or transfer can be made legally, at which time royalties shall be paid in United States dollars at the rate of exchange as quoted by the Wall Street Journal for the last business day of the quarter during which the restriction on conversion was lifted. However, Columbia and Salk shall have the right to have royalties paid by GTS or its Affiliate in the blocked currency by depositing the same in Columbia and Salk's name in a foreign bank in any such country as designated by Columbia and Salk, at which time the royalties shall be deemed paid. However, in the event GTS chooses to use the earned royalty in the country from which conversion or transfer cannot be made, GTS shall cause such review reveals that royalties to be paid to Columbia and Salk in U.S. dollars based upon the last rate of exchange quoted (in the Wall Street Journal or if not there in any payment to REGENTS was understated other similar publication) or, if none is available, at such other rate mutually agreed upon by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such reviewparties.

Reports and Payments. 6.1 Within 30 days from a. On or before the end last business day of January, April, July, and October of each calendar quarter of each Annual Period year of this Agreement, LICENSEE will the Company shall submit to REGENTS Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: 6.1.1 (i) Net Sales made by LICENSEE the Company and any Sublicensee and/or Affiliate during such quarter; 6.1.2 (ii) In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate or Sublicensee by the Company for sale, rental, or lease of such Licensed Product or Licensed Service Products by the Affiliate or Sublicensee to third parties, Net Sales by LICENSEE the Company to the Affiliate anti Affiliate, or Sublicensee and Net Sales by the Affiliate Affiliate, or Sublicensee to third parties during such quarter; 6.1.3 (iii) Amounts accruing to, and received by, LICENSEE the Company from its Sublicensees during such quarter;; and/or 6.1.4 Sublicensee’s Net Sales duffing such quarter; and(iv) For the avoidance of doubt, in the event a product is sold for both diagnostic purposes and therapeutic purposes, then both the payments under Sections 3c(i) and 3(c)(ii) are due. 6.1.5 (v) A calculation under Article S Section 3 of the amounts due to REGENTSColumbia, if any, making reference to the application of each subsection thereof. 6.2 b. Simultaneously with the submission of each Payment Report, LICENSEE will the Company shall make payments to REGENTS Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment will be by check payable to “The Regents of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 c. The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement Company shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom LICENSEE the Company has no reasonable objection, for [***] two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by LICENSEE the Company under this Agreement. In If such independent accountant determines that Company has underpaid royalties by five percent (5%) or more with respect to any calendar quarter, Company will pay the event costs and expenses incurred by Columbia in connection with such review reveals that any payment to REGENTS was understated by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such reviewinspection and copying.

Reports and Payments. 6.1 Within 30 days from a. On or before the end last business day of each calendar quarter of each Annual Period of this AgreementAgreement in which there has been a commercial sale of a Licensed Product or receipt of consideration from a Technology and/or Collaborative Sublicensee, LICENSEE will the Company shall submit to REGENTS Columbia a written report with respect to the preceding calendar quarter (“the "Payment Report”") stating: 6.1.1 i. Company Net Sales by LICENSEE and any Affiliate during such quarter; 6.1.2 ii. In the case of transfers of Licensed Products or Licensed Services by LICENSEE the Company to an Affiliate for sale, rental, or lease of such Licensed Product or Licensed Service Products by the Affiliate to third parties, Net Sales by LICENSEE the Company to the Affiliate anti and Net Sales by the Affiliate to third parties during such quarter; 6.1.3 iii. Amounts accruing to, and received by, LICENSEE the Company from its Technology Sublicensees during such quarter; 6.1.4 Sublicensee’s iv. Technology Sublicensees' Net Sales duffing during such quarter; and 6.1.5 v. A calculation under Article S of the amounts due to REGENTSColumbia, making reference to the application of each subsection thereof. 6.2 b. Simultaneously with the submission of each Payment Report, LICENSEE will the Company CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PROVISIONS HAVE BEEN OBSCURED. shall make payments to REGENTS Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment will shall be by check payable to “The Regents Trustees of Columbia University in the University City of California” New York and delivered sent to the address shown in Article 20 (Notices).following address: Columbia Innovation Enterprise Science and Technology Ventures General Post Office P.O. Box 29944 New York, NY 10087-9944 or ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇r. 6.3 c. The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement Company shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom LICENSEE the Company has no reasonable objection, for [***] three years after the calendar quarter to which they pertainpertain (but not more than once per year), for purposes of verifying the accuracy of the amounts paid by LICENSEE the Company under this Agreement. In the event that such review reveals that any payment to REGENTS Columbia was understated by more than 105%, LICENSEE will the Company shall pay, within ten (10) days after demand by LICENSORSColumbia, the reasonable cost of such review.

Reports and Payments. 6.1 a. Within 30 ninety (90) days from after the end last business day of each calendar quarter of each Annual Period of this Agreement, LICENSEE will the Company shall submit to REGENTS Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: 6.1.1 (i) Net Sales by LICENSEE the Company and any Affiliate during such quarter; 6.1.2 (ii) In the case of transfers of Licensed Products or Licensed Products/Services by LICENSEE the Company to an Affiliate for sale, rental, or lease of such Licensed Product or Licensed Service Products/Services by the Affiliate to third parties, Net Sales by LICENSEE the Company to the Affiliate anti and Net Sales by the Affiliate to third parties during such quarter; 6.1.3 (iii) Amounts accruing to, and received by, LICENSEE the Company from its Sublicensees during such quarter; 6.1.4 (iv) Sublicensee’s Net Sales duffing during such quarter; and 6.1.5 (v) A calculation under Article S Section 3 of the amounts due to REGENTSColumbia, making reference to the application of each subsection thereof. 6.2 b. Simultaneously with the submission of each Payment Report, LICENSEE will the Company shall make payments to REGENTS Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment will shall be by check payable to “The Regents Trustees of Columbia University in the University City of California” New York and delivered sent to the following address: Columbia Innovation Enterprise General Post Office P.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other address shown in Article 20 (Notices)as Columbia may specify by notice hereunder. 6.3 c. The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement Company shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom LICENSEE the Company has no reasonable objection, for [***] three years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by LICENSEE the Company under this Agreement. In the event that such review reveals that any payment to REGENTS Columbia was understated by more than 105%, LICENSEE will the Company shall pay, within ten (10) days after demand by LICENSORSColumbia, the reasonable cost of such review.

Reports and Payments. 6.1 Within 30 days from a. On or before the end last business day of January, April, July, and October of each calendar quarter of each Annual Period year of this Agreement, LICENSEE will Multicell shall submit to REGENTS Columbia a written report with respect to the preceding calendar quarter (“the "Payment Report”") stating: 6.1.1 (i) Net Sales made by LICENSEE and Multicell or any Affiliate during such quarter; 6.1.2 (ii) In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate by Multicell for sale, rental, or lease of such Licensed Product or Licensed Service Products by the Affiliate to third parties, Net Sales by LICENSEE Multicell to the Affiliate anti and Net Sales by the Affiliate to third parties during such quarter; 6.1.3 (iii) Net Sales by Sublicensees during such quarter; (iv) Amounts accruing to, and received by, LICENSEE Multicell from its Sublicensees during such quarter; 6.1.4 Sublicensee’s Net Sales duffing such quarter; and 6.1.5 (v) A calculation under Article S Section 3 of the amounts due to REGENTSColumbia, making reference to the application of each applicable subsection thereof. 6.2 Simultaneously with b. Within thirty (30) days of the submission of each Payment Report, LICENSEE will Multicell shall make payments to REGENTS Columbia of the amounts due for the calendar quarter covered by the Payment Report. Payment will All amounts shall be by check payable to “The Regents of the University of California” and delivered paid in United States Dollars. Checks shall be drawn to the address shown account of The Trustees of Columbia University in Article 20 (Notices)the City of New York. Payments and Payment Reports shall be mailed to the following address: Columbia Innovation Enterprises - Finance ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement c. Multicell shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, but in any case no less than 24 hours, such books and records will shall be open to inspection and copyinginspection, no more than once per year, during usual business hours, by an independent certified public accountant to whom LICENSEE Multicell has no reasonable objection, for [***] two years after the calendar quarter to which they pertain, for the sole purposes of verifying the accuracy of the amounts paid by LICENSEE Multicell under this Agreement. In the event such review reveals that any payment to REGENTS was understated by more than 10%, LICENSEE will pay, within ten (10) days after demand by LICENSORS, the reasonable cost of such review.