Common use of Reports and Payments Clause in Contracts

Reports and Payments. HLBLS shall deliver to SALARIUS within forty five (45) days after the calendar year in which the First Commercial Sale occurs, and within forty five (45) days after the end of each calendar quarter thereafter a written report detailing all royalty bearing sales, if any, made of Licensed Products during the preceding calendar half year period, and detailing the amount of Net Sales made during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25; (c) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product development; and (g) an approximation of the number of full-time equivalent employees working on the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are due.

Reports and Payments. HLBLS shall deliver to SALARIUS within forty five (45a) days after the calendar year in which the First Commercial Sale occurs, and within forty five Within sixty (4560) days after the end of each calendar quarter thereafter quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a written report detailing statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) all royalty bearing salesLICENSED PRODUCTS which were sold, if any, made leased or otherwise disposed of Licensed Products by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 during such quarterly period; (iii) the preceding calendar half year period, FAIR MARKET VALUES of such LICENSED PRODUCTS and detailing sublicenses; and (iv) the amount of Net Sales made during such period and calculating the royalties due royalty payable thereon without regard to Licensor any credit available pursuant to this Article 4Section 3.01 and the net amount payable after application of such credit. Each report shall include at least the following: (a) number or volume of Licensed Products manufacturedIf no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and sold software to the list of LICENSED PRODUCT in Appendix B by and/or for HLBLSproviding written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, its Affiliates and reported GCAST may not thereafter add the requested product or software to HLBLS by all Sublicensees;the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) accounting for Net Sales, noting the deductions applicable as provided Within such sixty (60) days specified in Section 1.25;3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) royalties, earned royalties, royalties due on other Overdue payments from Sublicensees, Affiliates, and assignees due under this Article 4; hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (d3%) total royalties then due to SALARIUS; over the prime rate or successive prime rates (eas posted in New York City) names and addresses of all Sublicensees; (f) during delinquency. If the amount spent on product development; and (g) an approximation of such charge exceeds the number of full-time equivalent employees working on the Licensed Products. Each report maximum permitted by law, such charge shall be in substantially similar form as Exhibit “4.7” attached hereto. Each reduced to such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are duemaximum.

Reports and Payments. HLBLS During the applicable Royalty Term, ELUMINEX shall prepare and deliver to SALARIUS FIBROGEN, based on its best knowledge and in good faith, estimated royalty reports for the sale of Product(s) by the Selling Parties for each Calendar Quarter within forty five (45) days after the calendar year in which the First Commercial Sale occurs, and within forty five (45) days [*] after the end of each calendar quarter thereafter such Calendar Quarter specifying, in each of the following instances (a) through (d) or (f), as applicable to or having occurred in such Calendar Quarter: (a) total gross sales for the Product(s) sold or otherwise disposed of by a written report detailing all royalty bearing sales, if any, made of Licensed Products during the preceding calendar half year period, and detailing Selling Party; (b) amounts deducted in accordance with Section 1.69 from gross sales to calculate Net Sales; (c) Net Sales; (d) the amount of Net Sales made during royalties payable for such period Calendar Quarter, (e) [*] up until the end of such Calendar Quarter and calculating (f) [*]. Promptly following receipt of each such estimated royalty report, [*] shall issue an invoice to ELUMINEX for the amount of royalties due for such Calendar Quarter in accordance with such estimated royalty report, [*], and ELUMINEX shall make each royalty payment to Licensor pursuant FIBROGEN within [*], in accordance with Section 3.6.1. Notwithstanding the foregoing, in the event there are any updates to this Article 4. Each report such estimated royalty reports after the delivery of such reports to FIBROGEN after the end of any Calendar Quarter, ELUMINEX shall include at least deliver the following: updated amounts of instances (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25; (c) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; through (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; or (f) as described in this Section 3.4.3 to FIBROGEN, at the same time with the royalty report due for the immediately following Calendar Quarter and (x) if there was an underpayment of the amount spent on product development; and (g) an approximation of the number of full-time equivalent employees working royalties due for such Calendar Quarter based on the Licensed Products. Each report updated amounts for such Calendar Quarter, then [*] shall issue an invoice for (or add to its invoice for the immediately following Calendar Quarter) such shortfall amount, [*], and ELUMINEX shall pay the amount of such invoice within [*], in accordance with Section 3.6.1, and (y) if ELUMINEX overestimated the amount of royalties due for such Calendar Quarter in the estimated royalty reports and as a result overpaid the amount of royalties due for such Calendar Quarter, the amount of such excess shall be in substantially similar form applied as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or a credit towards the officer’s designee). Simultaneously with royalty payments for the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are dueimmediately following Calendar Quarter [*].

Reports and Payments. HLBLS Licensee shall, within ten (10) days -------------------- after the end of each calendar month during the Contract Period, furnish to Licensor certified written reports showing Net Sales by or for it and its Affiliates during such calendar month; and (i) other than with respect to payments required to be made in accordance with the provisions of the following clause "(ii)", Licensee shall deliver pay to SALARIUS Licensor, in immediately available funds, within forty five the aforementioned 10-day period, the royalty payments required pursuant to Section 3 hereof in respect of Net Sales made during such calendar month for which payment has been received by Licensee or its Affiliates; and (45ii) with respect to New Orders arising during the period commencing on the date hereof and ending on October 24, 2001 (the "Specified Period"), Licensee shall pay to Licensor, in immediately available funds, within ten (10) days after the last day of the Specified Period, the cumulative amount of Earned Royalties (without any interest thereon) which have accrued during the Specified Period and are payable to Licensor pursuant to Section 3.3 hereof. If the Contract Period ends other than on the last day of a calendar year in which month, a certified written report with respect to the First Commercial Sale occursperiod during the Contract Period not covered as of the preceding report shall be furnished, and if the Contract Period ends other than on the last day of a calendar month, payment of outstanding royalties due hereunder for such period shall be made, within forty five ten (4510) days after the end of each calendar quarter thereafter a written report detailing all royalty bearing sales, if any, made of Licensed Products during the preceding calendar half year period, and detailing the amount of Net Sales made during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25; (c) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product development; and (g) an approximation of the number of full-time equivalent employees working on the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paidContract Period. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS Licensee sells remaining inventory after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee Contract Period is ended, certified written reports with respect to which each calendar month or portion thereof within such payments sell-off period (the "Sell- Off Period") shall be furnished to Licensor, and if the Sell-Off Period ends other than on the last day of a calendar month, payment of outstanding royalties due hereunder for such period shall be made, within ten (10) days after the end of the Sell-Off Period. All reports shall be substantially in the form of Exhibit E hereto, with such modifications as are duereasonably required by Licensor or Licensee.

Reports and Payments. HLBLS shall deliver to SALARIUS within forty five (45a) days after Collegium, on behalf of itself and its Affiliates, shall, beginning with the calendar year in initial Calendar Quarter during which the First Commercial Sale occurs, furnish to BDSI a quarterly written report (each, a “Royalty Statement”) showing *** Confidential Information has been omitted and within forty five filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. in reasonably specific detail (45i) days after Collegium’s, its Affiliates’, and Sublicensees’ inventory on hand of each stock keeping unit (“SKU”) of Licensed Products, sales of Licensed Products per SKU and Net Sales; (ii) amounts payable under this Agreement based upon such Net Sales (which shall include an accounting of all amounts and calculations required to determine Net Sales and the amounts payable under this Agreement consistent with Sections 4.01 and 4.02, including the amount of any bad debt or recovered bad debt used to calculate Net Sales pursuant to the Bad Debt Adjustment); (iii) withholding taxes, if any, required by law to be deducted with respect to any payments due BDSI under this Agreement; and (iv) the date of the First Commercial Sale of any Licensed Product in the Territory during the reporting period. Royalty Statements shall be due no later than *** following the close of each Calendar Quarter. (b) All payments due BDSI under Section 4.01 with respect to a particular Calendar Quarter shall be due no later than *** following the end of each calendar quarter thereafter a Calendar Quarter. All payments hereunder shall be payable in United States dollars. All payments owed under this Agreement shall be made by wire transfer to one or more bank accounts (which may each be the account of such Party, any Affiliate thereof, or any Third Party), in such allocation between such accounts, as shall be designated by the Party owed payment from time-to-time upon written report detailing all royalty bearing salesnotice, if anyunless otherwise specified in writing by such Party, made of Licensed Products during with any such designated account(s) and/or allocation(s) to remain effective with respect to payments owed to such Party until it provides written notice to the preceding calendar half year period, and detailing other Party setting forth any changes to such account(s) or allocation(s) for payment (in which case any changes specified in such notice shall become effective on the amount of Net Sales made during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25;date specified therein). (c) royaltiesIn the event that any payment due hereunder is not made when due, earned royaltiessuch payment shall accrue interest from the date due at a rate equal to the greater of (i) ***, royalties due or (ii) ***, or, if less, the maximum legally permissible interest rate, calculated based on the number of days such payments are paid after the date such payments are due. The payment of such interest shall not limit a Party from exercising any other payments from Sublicensees, Affiliates, and assignees due rights it may have under this Article 4;Agreement as a consequence of the lateness of any payment. (d) total royalties then During the Term and for a period of *** thereafter, or longer if and as required in order for Collegium to comply with Applicable Law, Collegium shall keep complete and accurate records in sufficient detail to permit BDSI to confirm the completeness and accuracy of (i) the information presented in each Royalty Statement and all payments due hereunder and (ii) the calculation of Net Sales. BDSI and any designee thereof (including but limited to SALARIUS;Meda) shall have the right to audit and inspect such Books and Records pursuant to the terms of Section 14.11. (e) names and addresses of all Sublicensees; (f) the amount spent All taxes levied on product development; and (g) an approximation account of the number payments accruing to a Party under this Agreement shall be paid by such Party for its own account, including taxes levied thereon as income to such Party. If provision is made in applicable law or regulation for withholding, such tax shall be deducted from the payment made by a Party (the “Paying Party”) to the other Party (the “Paid Party”) hereunder, shall be paid to the proper taxing authority by the Paying Party, and a receipt of full-time equivalent employees working on payment of such tax shall be secured and promptly delivered to the Licensed ProductsPaid Party. Each report shall be Party agrees to reasonably assist the other Party in substantially claiming exemption from such deductions or withholdings under any double taxation or similar form agreement or treaty from time to time in force or in otherwise seeking the return, refund, or credit of any such withheld amount as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are dueapplicable.

Reports and Payments. HLBLS shall deliver to SALARIUS within forty five (45) days after a. On or before the calendar year in which the First Commercial Sale occurslast business day of February, May, August, and within forty five (45) days after the end November of each calendar quarter thereafter year of this Agreement, the Company shall submit to Licensor a written report detailing all royalty bearing sales, if any, with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales made by the Company and any Affiliate during such quarter for Licensed Products; (ii) In the case of transfers or sales of Licensed Products during by the preceding calendar half year periodCompany to an Affiliate for sale by the Affiliate, and detailing the amount of Net Sales made by the Company from the Affiliate and by the Affiliate from its customers during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicenseesquarter; (biii) accounting for Net Sales, noting Amounts accruing to the deductions applicable as provided in Section 1.25Company from its Sublicensees during such quarter; (civ) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product developmentNet sales made by Sublicensees during such quarter; and (gv) an approximation A calculation under Section 3 of the number of full-time equivalent employees working on the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). amounts due to Licensor, making reference to each subsection. b. Simultaneously with the delivery submission of each such reportPayment Report, HLBLS the Company shall tender payment make payments to Licensor of all the amounts shown due for the calendar quarter covered by the Payment Report; provided, however, that any amount due to be due thereon the Licensor from the Company under this Agreement for the period beginning on July 2, 2003 and ending on December 31, 2004, and not then yet paid. If , shall be paid by the Company to the Licensor no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS later than ten days after the termination or expiration execution of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five by the Licensor. c. Within sixty (4560) days following June 30 of HLBLS receiving each year of this Agreement, the revenue from Company shall submit to the Sublicensee Licensor a written report with respect to which the preceding year under this Agreement (the “Reconciliation Report”) detailing: (i) the expenditures by the Company during such payments are dueyear in connection with the development and commercialization of the Licensed Subject Matter; (ii) the Company’s activities during such year and the progress toward commercialization of the Licensed Subject Matter and (iii) a reconciliation of the (1) revenues, (2) collaborative research and development costs and (3) ITD Costs set forth in the Payment Reports to the corresponding data set forth in the Company’s financial statements included in its reports filed with the U.S. Securities and Exchange Commission. The Company and Licensor will schedule an annual meeting to be held among them within thirty (30) days following the above-mentioned sixty (60) day period to discuss the Reconciliation Report.

Reports and Payments. HLBLS shall deliver to SALARIUS within forty five (45a) days after Collegium, on behalf of itself and its Affiliates, shall, beginning with the calendar year in initial Calendar Quarter during which the First Commercial Sale occurs, furnish to BDSI a quarterly written report (each, a “Royalty Statement”) showing in reasonably specific detail (i) Collegium’s, its Affiliates’, and within forty five Sublicensees’ inventory on hand of each stock keeping unit (45“SKU”) days after of Licensed Products, sales of Licensed Products per SKU and Net Sales; (ii) amounts payable under this Agreement based upon such Net Sales (which shall include an accounting of all amounts and calculations required to determine Net Sales and the amounts payable under this Agreement consistent with Sections 4.01 and 4.02, including the amount of any bad debt or recovered bad debt used to calculate Net Sales pursuant to the Bad Debt Adjustment); (iii) withholding taxes, if any, required by law to be deducted with respect to any payments due BDSI under this Agreement; and (iv) the date of the First Commercial Sale of any Licensed Product in the Territory during the reporting period. Royalty Statements shall be due no later than *** following the close of each Calendar Quarter. (b) All payments due BDSI under Section 4.01 with respect to a particular Calendar Quarter shall be due no later than *** following the end of each calendar quarter thereafter a Calendar Quarter. All payments hereunder shall be payable in United States dollars. All payments owed under this Agreement shall be made by wire transfer to one or more bank accounts (which may each be the account of such Party, any Affiliate thereof, or any Third Party), in such allocation between such accounts, as shall be designated by the Party owed payment from time-to-time upon written report detailing all royalty bearing salesnotice, if anyunless otherwise specified in writing by such Party, made of Licensed Products during with any such designated account(s) and/or allocation(s) to remain effective with respect to payments owed to such Party until it provides written notice to the preceding calendar half year period, and detailing other Party setting forth any changes to such account(s) or allocation(s) for payment (in which case any changes specified in such notice shall become effective on the amount of Net Sales made during such period and calculating the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25;date specified therein). (c) royaltiesIn the event that any payment due hereunder is not made when due, earned royaltiessuch payment shall accrue interest from the date due at a rate equal to the greater of (i) ***, royalties due or (ii) ***, or, if less, the maximum legally permissible interest rate, calculated based on the number of days such payments are paid after the date such payments are due. The payment of such interest shall not limit a Party from exercising any other payments from Sublicensees, Affiliates, and assignees due rights it may have under this Article 4;Agreement as a consequence of the lateness of any payment. (d) total royalties then During the Term and for a period of *** thereafter, or longer if and as required in order for Collegium to comply with Applicable Law, Collegium shall keep complete and accurate records in sufficient detail to permit BDSI to confirm the completeness and accuracy of (i) the information presented in each Royalty Statement and all payments due hereunder and (ii) the calculation of Net Sales. BDSI and any designee thereof (including but limited to SALARIUS;Meda) shall have the right to audit and inspect such Books and Records pursuant to the terms of Section 14.11. (e) names and addresses of all Sublicensees; (f) the amount spent All taxes levied on product development; and (g) an approximation account of the number payments accruing to a Party under this Agreement shall be paid by such Party for its own account, including taxes levied thereon as income to such Party. If provision is made in applicable law or regulation for withholding, such tax shall be deducted from the payment made by a Party (the “Paying Party”) to the other Party (the “Paid Party”) hereunder, shall be paid to the proper taxing authority by the Paying Party, and a receipt of full-time equivalent employees working on payment of such tax shall be secured and promptly delivered to the Licensed ProductsPaid Party. Each report shall be Party agrees to reasonably assist the other Party in substantially claiming exemption from such deductions or withholdings under any double taxation or similar form agreement or treaty from time to time in force or in otherwise seeking the return, refund, or credit of any such withheld amount as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are dueapplicable.

Reports and Payments. HLBLS (a) Notwithstanding anything to the contrary herein, COMPANY is not obligated to pay any royalties under this Agreement for (1) the distribution of any Final Products distributed by COMPANY prior to January 1, 2004, or (2) the distribution of the Microsoft Windows Media Video Decoder and Encoder technology portion of Final Products distributed by COMPANY prior to January 1, 2005; provided however that COMPANY shall deliver to SALARIUS within forty five be responsible for the payment of royalties for any other Microsoft Windows Media Technologies contained in such Final Products, provided that such distribution is otherwise in compliance with all of the terms and conditions of this Agreement. Windows Media Format Components Distribution License, #5131760124-8, dated June 1, 2004, between MICROSOFT CORPORATION and A-MAX TECHNOLOGY CO. LTD. (45b) days after the calendar year in which the First Commercial Sale occurs, and within forty five Within thirty (4530) days after the end of each calendar quarter thereafter year (including after a written report detailing all royalty bearing salespartial initial calendar year and including after calendar year 2003, if anyapplicable), made and thirty (30) days after the cancellation or expiration date of this Agreement for the final full or partial calendar year, COMPANY shall complete and electronically submit a royalty report of any distribution of Licensed Technology Binaries, Interim Products during and Final Products, in accordance with the preceding calendar half year periodthen current Royalty Reporting Guidelines. Notwithstanding the foregoing, COMPANY has no obligation to report distributions of (i) “PC Software” versions of Final Products designed to run solely on a version of Microsoft’s Windows operating systems; or (ii) “Embedded” Final Products designed to operate on an embedded version of Microsoft’s Windows operating systems. COMPANY understands and detailing agrees that MS may corroborate COMPANY’s entering of such product distribution with reports received from applicable Interim Product Providers or Authorized OEMs. MS may provide to such applicable Interim Product Providers or Authorized OEMs such information from, or reasonably redacted copies of, COMPANY’s royalty reports as may be necessary to confirm the amount payment obligations of Net Sales made during COMPANY and/or such period Interim Product Providers or Authorized OEMs; provided such Interim Product Providers or Authorized OEMs agree to maintain the confidentiality of the information contained in COMPANY’s royalty reports. Additionally, COMPANY acknowledges and calculating the royalties due agrees that applicable Interim Product Providers or Authorized OEMs may provide MS corroborating information relating to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume COMPANY’s use of Licensed Products manufactured, leased Technology Binaries and sold by and/or for HLBLS, its Affiliates Interim Products. COMPANY shall provide reasonable assistance to MS with respect to such corroboration efforts and reported shall not object to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25;reasonable transfer of information described above. (c) royaltiesIf COMPANY distributes Final Products, earned royaltiesCOMPANY agrees to remit payment(s) to MS for each calendar year within ninety (90) days after the end of such calendar year, royalties due on other payments from Sublicensees, Affiliates, as specified in the Payment and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product development; and (g) an approximation Reporting section of the number of full-time equivalent employees working on the Licensed ProductsAddresses Schedule. Each report COMPANY shall be elect, in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such reportits sole discretion, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration upon execution of this Agreement until to make such time payments to MS equal to: (i) the actual cumulative royalties applicable for each Licensed Technology Product Number, pursuant to the Product and Royalty Schedule of this Agreement (“Per Unit Royalties”). Per Unit Royalties shall be payable within ninety (90) days after the end of each calendar year (including after a partial initial calendar year and including after calendar year 2003, if applicable), and ninety (90) days after the cancellation or expiration date of this Agreement for the final full or partial calendar year at the applicable royalty rates set forth in the Product and Royalty Schedule(s) for each unit of Licensed Technology Binaries distributed by COMPANY either directly to end users or to Channel Entities during the applicable calendar year. No royalty shall accrue to MS for Final Products shipped to replace defective units, provided that COMPANY distributes such replacement Final Products directly to authorized users at no charge, except for COMPANY’s reasonable cost of materials and shipping and handling costs. Also no royalty shall accrue to MS for the first fifty thousand (50,000) units of Final Products distributed by COMPANY and COMPANY Subsidiaries combined per calendar year that contain Windows Media Video decoder component of Licensed Technology (whether the “Embedded” version or the “PC Software” version), provided that COMPANY reports such distributions as no royalties are due otherwise required hereunder, or (ii) a single upfront lump sum payment for each calendar year, which enables COMPANY to SALARIUSship unlimited quantities of a Licensed Technology component during the applicable calendar year (“Annual Fee”). Payments The Annual Fee shall apply to SALARIUS under Sections 4.1 through 4.4 distributions of Final Product in the calendar year following its payment and shall be due within forty five (45) days and payable upon COMPANY’s election of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are dueAnnual Fee.

Reports and Payments. HLBLS shall deliver Following the Effective Date, on a quarterly basis based on the financial reporting quarter of each of ASML and Nikon during the Term and continuing thereafter as long as royalties pursuant to SALARIUS Section 5.2 are owed, each Payor will supply to the Payee’s Designee (a) within forty five (455) days after the calendar year in which closing of each reporting quarter the First Commercial Sale occursnumber of units of Immersion Lithography Systems Sold during the applicable reporting period (the “Preliminary Report”), and (b) within forty five thirty (4530) days after the end closing of each calendar quarter thereafter reporting quarter, a written report detailing all royalty bearing sales, if any, made setting forth in reasonably specific detail: (i) its Sales of Licensed Products Immersion Lithography Systems during the preceding calendar half year applicable reporting period on a per unit basis, including the customer and the date of the Sale, (ii) the gross revenues received by the Payor or its Affiliates for such Immersion Lithography System in the aggregate and on a per unit basis, (iii) the Net Sales Price for the applicable reporting period in the aggregate and on a per unit basis, and the calculation thereof, including an itemized account of all deductions to calculate the Net Sales Price on a per unit basis, (iv) the total royalties owed pursuant to Section 5.2 for the applicable reporting period, and detailing (v) any Withheld Amounts (the amount “Quarterly Report”). Each such Preliminary Report and Quarterly Report will be signed and certified by an authorized representative of the reporting Party. Upon receipt of the Quarterly Report the Payee may issue an invoice for royalty payments owed, and the Payor shall make all royalty payments owed by it for the applicable reporting period (and any unpaid amounts for any previous reporting period) no later than sixty (60) days following receipt of the invoice (“Payment Date”). The Payee’s Designee may provide to the Payee only the aggregate gross revenues, the aggregate Net Sales made during such period and calculating Price, the royalties due to Licensor pursuant to this Article 4. Each report shall include at least the following: (a) number or volume of Licensed Products manufactured, leased and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25; (c) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names owed and addresses of all Sublicensees; (f) the amount spent on product development; and (g) an approximation of Withheld Amounts, but not the number of full-time equivalent employees working on units Sold, the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS Sales price per unit, or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee with respect to which such payments are dueany customer information.

Reports and Payments. HLBLS shall deliver to SALARIUS 4.1 During the Term of this Agreement, within forty five thirty (45) days after the calendar year in which the First Commercial Sale occurs, and within forty five (4530) days after the end of each calendar quarter thereafter following the Effective Date of this Agreement, SONY shall send to 3D a written report detailing all royalty bearing sales, if any, made of statement identifying the Licensed Products during for which royalties are payable for such period and --------------------- **** - CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. showing the preceding calendar half year periodtotal number of such Licensed Products sold, and detailing the amount leased or otherwise disposed of Net Sales made by SONY during such period and calculating the amount of royalties due and payable thereon, including the calculations used by SONY to Licensor determine said amount. The written statements furnished to 3D by SONY shall be maintained in confidence by 3D. Within fifteen (15) days after the statement to be furnished to 3D, SONY shall pay to 3D the full amount of royalties shown thereon to be due. 4.2 Royalty and other payments shall be paid in U.S. Dollars in the United States at the rate of exchange of authorized foreign exchange bankers in Japan for transfer to the United States on the date on which payments are made pursuant to this Article 4. Each report Agreement, without deduction for taxes, assessments, or other charges of any kind or description, except that income taxes imposed by the Government of Japan on amounts payable to 3D hereunder may be deducted to the extent that such taxes are allowable as a direct credit to 3D against United States income taxes levied on such amounts. 4.3 Licensee shall include at least the following: (a) number or volume of Licensed Products manufacturedkeep full, leased clear and sold by and/or for HLBLS, its Affiliates and reported to HLBLS by all Sublicensees; (b) accounting for Net Sales, noting the deductions applicable as provided in Section 1.25; (c) royalties, earned royalties, royalties due on other payments from Sublicensees, Affiliates, and assignees due under this Article 4; (d) total royalties then due to SALARIUS; (e) names and addresses of all Sublicensees; (f) the amount spent on product development; and (g) an approximation of the number of full-time equivalent employees working on the Licensed Products. Each report shall be in substantially similar form as Exhibit “4.7” attached hereto. Each such report shall be signed by an officer of HLBLS or Sublicensee (or the officer’s designee). Simultaneously with the delivery of each such report, HLBLS shall tender payment of all amounts shown to be due thereon and not then paid. If no royalties were due during the reporting period, HLBLS shall so report. HLBLS will continue to deliver royalty reports to SALARIUS after the termination or expiration of this Agreement until such time as no royalties are due to SALARIUS. Payments to SALARIUS under Sections 4.1 through 4.4 shall be due within forty five (45) days of HLBLS receiving the revenue from the Sublicensee accurate records with respect to which all Licensed Products sold, leased or otherwise disposed of hereunder in sufficient detail to enable 3D to determine the amounts of royalties that are due and payable hereunder. 3D shall have the right, at its own expense, but not more than once during each year of the Term of this Agreement, and through its accredited independent representatives (who shall be certified public accountants or the foreign equivalent thereof) to examine and audit the books and records of SONY to the extent reasonably required to verify the statements to be furnished to 3D pursuant to Section 4. If any audit uncovers an error in an amount of an underpayment in excess of five percent (5%) for the period of the audit, or that an error in underpayment was not inadvertent, then SONY shall pay all costs and expenses of such payments are audit and interest at the rate of ten percent (10%) per annum compounded annually on any underpayment from the date it was due; but in no event shall such rate exceed the lawful applicable rate. In connection with any audit, all SONY confidential information shall be retained in confidence and 3D's independent representatives shall not disclose to 3D information regarding customer identities or other confidential information of SONY not reasonably necessary to evaluate the results of the audit.