Common use of Reports, Exchange Rates Clause in Contracts

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT following the FIRST COMMERCIAL SALE of a PRODUCT, EYETECH shall furnish to SHEARWATER a quarterly written report showing in reasonably specific detail, on a country by country basis: (a) the gross sales of each PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES from such gross sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE of each PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS invoiced in DOLLARS, the gross sales, NET INVOICED SALES, and royalties payable shall be expressed in DOLLARS. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARS, the gross sales, NET INVOICED SALES and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR equivalent of the royalty payable. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarter. Reports shall be due on the thirtieth (30th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE First Commercial Sale of a PRODUCTProduct, EYETECH Allos shall furnish to SHEARWATER Licensor a quarterly written report showing in reasonably specific detail, on a country-by-country by country basis: basis (a) the gross sales of each PRODUCT Product sold by EYETECHAllos, its AFFILIATES Affiliates and its SUBLICENSEES Permitted Sublicensees in the Territory during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES calculation of the Net Sales from such gross sales; (b) the royalties and sublicense fees payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTProduct; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; and (d) for the date of the FIRST COMMERCIAL SALE last quarter of each PRODUCT in each country calendar year, the aggregate royalties and sublicense fees accrued on the Net Sales during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARSsuch calendar year. With respect to sales of PRODUCTS Products invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESthe Net Sales, and royalties and sublicense fees payable shall be expressed in DOLLARSUnited States dollars. With respect to sales of PRODUCTS Products invoiced in a currency other than DOLLARSUnited States dollars, the gross sales, NET INVOICED SALES the Net Sales and royalties and sublicense fees payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR United States dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average closing buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARUS$1) published by Bank of America NT&SA in The Wall Street JournalLondon, Western Edition, under the heading "Currency Trading", England on each of the last business day of each month during in the applicable calendar quarterquarter prior to the date of payment. Reports shall be due on the thirtieth (30th) day following the close of each quarterquarter and payment shall be due on the date of such report. EYETECH, its AFFILIATES and its SUBLICENSEES Allos shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT the Net Sales and to enable the royalties and sublicense fees payable hereunder to be determined. Allos shall be responsible for reporting to Licensor regarding all Products sold by Affiliates and Permitted Sublicensees and for paying to Licensor the payments due pursuant to Article 3 hereof.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT the Agreement following the FIRST COMMERCIAL SALE First Commercial Sale of a PRODUCTProduct, EYETECH Xxxxxxx-Xxxxx shall furnish to SHEARWATER Ixsys a quarterly written report showing in reasonably specific detail, on a country by country basis: , (a) the gross sales of each PRODUCT all Products sold by EYETECHXxxxxxx-Xxxxx, its AFFILIATES Affiliates and its SUBLICENSEES sublicensees in the Territory during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTProducts; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; sales (d) the date of the FIRST COMMERCIAL SALE First Commercial Sales of each PRODUCT Product in each country in the Territory during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARSUnited States dollars. With respect to sales of PRODUCTS Products invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited States dollars. With respect to sales of PRODUCTS Products invoiced in a currency other than DOLLARSUnited States dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR United States dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARUS$1) by as published in the United States in The Wall Street Journal, Western Edition, Journal under the heading caption "Currency Trading", " on each of the last business day of each month during in the applicable calendar quarterquarter prior to the date of payment. Reports shall be due on the thirtieth sixtieth (30th60th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES Xxxxxxx-Xxxxx shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE of a PRODUCTFirst Commercial Sale, EYETECH LICENSEE shall furnish to SHEARWATER LICENSOR, with respect to each Calendar Quarter, a quarterly written report showing in reasonably specific detail, on a country by country basisfor the European Union, North America, and the rest of the Territory, respectively: (a) the gross sales of each PRODUCT PRODUCTS sold by EYETECHLICENSEE, its AFFILIATES Affiliates and its SUBLICENSEES Sub-licensees in the Territory during the reporting period corresponding Calendar Quarter and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTPRODUCTS; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such salesroyalties; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sale of each PRODUCT PRODUCTS having occurred in each country in the Territory during the reporting periodcorresponding Calendar Quarter; and (e) the exchange rates used in determining the royalty amount of DOLLARSexpressed in United States dollars. With respect to sales (if any) of PRODUCTS invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited Sates dollars. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARSUnited Sates dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party invoice issued by the Party making the sale together with the DOLLAR United States dollars equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average rate of exchange rate (local currency per DOLLAR) published in The the Wall Street Journal, Western Edition, under the heading "Currency Trading", Journal for such currency on the last business day of each month during the applicable calendar quarterconcerned Calendar Quarter. Reports and payments shall be due on the thirtieth (30th) day following the close of each quarter[***]. EYETECH, its AFFILIATES and its SUBLICENSEES LICENSEE shall keep complete and [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH COMPANY shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a SELECTED PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a SELECTED PRODUCT, EYETECH COMPANY shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detailshowing, on a country by country-by-country basis, according to the volume of units of SELECTED PRODUCT sold in each such country (by SKU) during the reporting period: (a) the gross invoiced sales of each SELECTED PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross invoiced sales (including with specificity, if applicable, the customary trade and quantity discounts actually allowed and taken); the allowances actually given for returned SELECTED PRODUCT; the freight and insurance, if separately identified on the invoice; the government-mandated and other rebates customary in the industry; and the value added tax, sales, use or turnover taxes, excise taxes and customs duties included in the invoiced price); (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each SELECTED PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE of each SELECTED PRODUCT in each country during the reporting period; and (e) the exchange rates used amount of PARTNERING UPFRONT REVENUE payable by COMPANY during the reporting period, broken down by PARTNERING TRANSACTION. In the event that SELECTED PRODUCT ANTIDOTE of the SELECTED PRODUCT is sold separately or any COMBINATION PRODUCTS are sold in determining a particular calendar quarter, COMPANY shall also include in each quarterly written report such information necessary for NEKTAR AL to verify the calculation of the amount of DOLLARSroyalties due by COMPANY to NEKTAR AL under Section 7.2. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the domestic report provided hereunder in the currency of the party making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "“Currency Trading", ,” on the last business day of each month during the applicable calendar quarter. Reports shall be due hereunder on the thirtieth sixtieth (30th60th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE of a PRODUCTFirst Commercial Sale and during the Royalty Term, EYETECH PMC shall furnish to SHEARWATER CORIXA, with respect to each Calendar Quarter, a quarterly written report showing on a consolidated basis in reasonably specific detail, on a country by country-by-country basis: , (a) the gross sales of each PRODUCT Products sold by EYETECHPMC, its AFFILIATES Affiliates and its SUBLICENSEES Sublicensees in the Territory during the reporting period corresponding Calendar Quarter and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUS dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCT; Products (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such salesroyalties; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sales of each PRODUCT Product having occurred in each country in the Territory during the reporting periodcorresponding Calendar Quarter; and (e) the exchange rates used in determining the royalty amount of DOLLARSexpressed in US dollars. With respect to sales (if any) of PRODUCTS Products invoiced in DOLLARSUS dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUS dollars. With respect to sales of PRODUCTS Products invoiced in a currency other than DOLLARSUS dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party invoice issued by the Party making the sale together with the DOLLAR US dollars equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average rate of exchange rate (local currency per DOLLAR) published in The the Wall Street Journal, Western Edition, under the heading "Currency Trading", on Journal for the last business day of each month during the applicable calendar quarterCalendar Quarter. Reports shall be due on the thirtieth forty-fifth (30th45th) day following the close of each quarterCalendar Quarter. EYETECH, its AFFILIATES and its SUBLICENSEES PMC shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE First Commercial Use of a PRODUCTLicensed Use, EYETECH LICENSEE shall furnish to SHEARWATER LICENSOR a quarterly written report showing in reasonably specific detail, on a country by country basis: (a) the gross sales of each PRODUCT Licensed Use sold by EYETECH, its AFFILIATES LICENSEE and its SUBLICENSEES Affiliates during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Revenue from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Revenue of each PRODUCTLicensed Use; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE First Commercial Use of each PRODUCT Licensed Use in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARSUnited States dollars. With respect to sales of PRODUCTS Licensed Uses invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Revenues, and royalties payable shall be expressed in DOLLARSUnited States dollars. With respect to sales of PRODUCTS Licensed Uses invoiced in a currency other than DOLLARSUnited States dollars, the gross sales, NET INVOICED SALES Net Revenue and royalties payable shall be expressed in the domestic currency of the party Person making the sale together with the DOLLAR United States dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average closing buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARUS$1) published in The by the Wall Street Journal, Western Edition, under the heading "Currency Trading", Journal on the last business day of each month during in the applicable calendar quarterquarter prior to the date of payment. Reports shall be due on not later than the thirtieth ninetieth (30th90th) day following the close of each quarterreporting period. EYETECH, LICENSEE shall keep and require its AFFILIATES and its SUBLICENSEES shall Affiliates to keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Revenue and to enable the royalties payable hereunder to be determined. For the purposes of this Section 3.7, gross sales of any Laboratory Developed Tests shall be calculated as the amount of revenue expected to be collected on such gross sales after all contractual discounts and allowances from third party payers, and not the gross amounts billed to such third party payers.

Reports, Exchange Rates. EYETECH OSI shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECHOSI, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT following the FIRST COMMERCIAL SALE of a PRODUCT, EYETECH OSI shall furnish to SHEARWATER NEKTAR AL a quarterly CALENDAR QUARTER written report showing in reasonably specific detail, on a country by country basis: (a) the gross sales of each PRODUCT sold by EYETECHOSI, its AFFILIATES and its SUBLICENSEES during the reporting period CALENDAR QUARTER covered and the amounts deducted therefrom to determine NET INVOICED SALES from such gross sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder under this Agreement for such CALENDAR QUARTER based upon the NET INVOICED SALES of each PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE of each PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS invoiced in DOLLARS, the gross sales, NET INVOICED SALES, and royalties payable shall be expressed in DOLLARS. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARS, the gross sales, NET INVOICED SALES and royalties payable shall be expressed in the domestic currency of the party PERSON making the sale together with the DOLLAR equivalent of the royalty payable. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Eastern Edition, under the heading "“Currency Trading"”, on the last business day of each month during the applicable calendar quarterCALENDAR QUARTER. Reports shall be due on the thirtieth (30th) [**] day following the close of each quarterCALENDAR QUARTER. EYETECHOSI, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder under this AGREEMENT to be determined. Notwithstanding any other provision of this Section 8.1, upon the election of NEKTAR AL made in writing not less than [**] days prior to any payment date, OSI shall pay all royalties owing to NEKTAR AL under this AGREEMENT with respect to one or more jurisdictions in the currency in which such royalties accrued, without conversion into DOLLARS.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT the Agreement following the FIRST COMMERCIAL SALE First Commercial Sale of a PRODUCTProduct, EYETECH Xxxxxxx-Xxxxx shall furnish to SHEARWATER Ixsys a quarterly written report showing in reasonably specific detail, on a country by country basis: , (a) the gross sales of each PRODUCT all Products sold by EYETECHXxxxxxx-Xxxxx, its AFFILIATES Affiliates and its SUBLICENSEES sublicensees during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTProducts; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sales of each PRODUCT Product in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARSUnited States dollars. With respect to sales of PRODUCTS Products invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited States dollars. With respect to sales of PRODUCTS Products invoiced in a currency other than DOLLARSUnited States dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR United States dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARUS$1) as published in the United States in The Wall Street Journal, Western Edition, Journal under the heading caption "Currency Trading", " on each of the last business day of each month during in the applicable calendar quarterquarter prior to the date of payment. Reports eRports shall be due on the thirtieth sixtieth (30th60th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES Xxxxxxx-Xxxxx shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH XXXXXX shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a each COMMERCIAL PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country in which XXXXXX elects to pursue commercialization. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a COMMERCIAL PRODUCT, EYETECH XXXXXX shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detail[***] showing, on a country by country-by-country basis, according to the volume of units of such COMMERCIAL [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PRODUCT sold in each such country (by SKU) during the reporting period: (a) the gross invoiced sales of each the COMMERCIAL PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross salesinvoiced sales detailed in accordance with those deductions provided for in the definition of NET SALES; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each the COMMERCIAL PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each the COMMERCIAL PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party PARTY making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "“Currency Trading", ,” on the last business day of each month during the applicable calendar quarter. Reports shall be due hereunder on the thirtieth forty-fifth (30th45th) day following the close of each calendar quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH COMPANY shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a SELECTED PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a SELECTED PRODUCT, EYETECH COMPANY shall furnish to SHEARWATER ---------- *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the SEC. NEKTAR AL with respect to NET SALES of SELECTED PRODUCT for which royalties are payable under this AGREEMENT a quarterly written report showing in reasonably specific detailshowing, on a country by country-by-country basis, according to the volume of units of SELECTED PRODUCT sold in each such country during the reporting period: (a) the gross invoiced sales of the SELECTED PRODUCT subject to royalty sold in each PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross salesinvoiced sales detailed in accordance with those deductions provided for in the definition of NET SALES; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each SELECTED PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each SELECTED PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", ," on the last business day of each month during the applicable calendar quarter. Reports shall be due hereunder on the thirtieth (30th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE of a PRODUCTFirst Commercial Sale, EYETECH LICENSEE shall furnish to SHEARWATER VRI, with respect to each Calendar Quarter, a quarterly written report showing in reasonably specific detail, on a country by country-by-country basis: , (a) the gross sales of each PRODUCT PRODUCTS sold by EYETECHLICENSEE, its AFFILIATES Subsidiaries and its SUBLICENSEES Sublicensees in the Territory during the reporting period corresponding Calendar Quarter and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTPRODUCTS; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such salesroyalties; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sale of each PRODUCT PRODUCTS having occurred in each country in the Territory during the reporting periodcorresponding Calendar Quarter; and (e) the exchange rates used in determining the royalty amount of DOLLARSexpressed in United States dollars. With respect to sales (if any) of PRODUCTS invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited Sates dollars. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARSUnited Sates dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party invoice issued by the Party making the sale together with the DOLLAR United States dollars equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average rate of exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", WALL STREET JOURNAL for such currency on the last business day of each month during the applicable calendar quarterconcerned Calendar Quarter. Reports and payments shall be due on the thirtieth forty fifth (30th45th) day following the close of each quarterCalendar Quarter. EYETECH, its AFFILIATES and its SUBLICENSEES LICENSEE shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH XXXXXX shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a each COMMERCIAL PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country in which XXXXXX elects to pursue commercialization. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a COMMERCIAL PRODUCT, EYETECH XXXXXX shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detail[***] showing, on a country by country-by-country basis, according to the volume of units of such COMMERCIAL PRODUCT sold in each such country (by SKU) during the reporting period: (a) the gross invoiced sales of each the COMMERCIAL PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross salesinvoiced sales detailed in accordance with those deductions provided for in the definition of NET SALES; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each the COMMERCIAL PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each the COMMERCIAL PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party PARTY making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "“Currency Trading", ,” on the last business day of each month during the applicable calendar quarter. Reports shall be due hereunder on the thirtieth forty-fifth (30th45th) day following the close of each calendar quarter. EYETECH, its AFFILIATES [***] indicates that certain information contained herein has been omitted and its SUBLICENSEES shall keep complete filed separately with the Securities and accurate records in sufficient detail Exchange Commission. Confidential treatment has been requested with respect to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determinedomitted portions.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE First Commercial Sale of a PRODUCTthe first form of Product, EYETECH WFHC shall for each calendar quarter furnish to SHEARWATER a quarterly written Fourxxxx x xritten report showing in reasonably specific detail, on a country by country basis: (ai) the gross sales by value and volume of each PRODUCT form of Product sold by EYETECH, its AFFILIATES WFHC and its SUBLICENSEES Affiliates, sublicensees and Distributors in the Territory during the reporting period that calendar quarter and the amounts deducted therefrom to determine NET INVOICED SALES detailed calculation of Net Sales from such gross sales; (bii) the royalties and the Product price (including reconciliation adjustments) payable in DOLLARS, if anyUnited States dollars, which shall have accrued hereunder based upon the NET INVOICED SALES in respect of each PRODUCTsuch sales; (ciii) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales, provided that WFHC will take reasonable action to seek to minimize any withholding taxes payable by Fourxxxx xxx provided further that WFHC shall secure proof of payment of such taxes and provide Fourxxxx xxxh appropriate receipts so that Fourxxxx xxx credit such taxes against its own income tax according to the applicable international tax convention; (div) the date of the FIRST COMMERCIAL SALE First Commercial Sale of each PRODUCT any Product in each country the Territory during the reporting period; and (ev) the exchange rates used in determining the amount of DOLLARSUnited States dollars payable, where conversion is necessary according to the provisions hereof. With respect The conversion of euro to sales of PRODUCTS invoiced in DOLLARS, the gross sales, NET INVOICED SALES, and royalties payable United States dollars shall be expressed in DOLLARS. With respect to sales made at the average of PRODUCTS invoiced in a currency other than DOLLARS, the gross sales, NET INVOICED SALES and royalties payable shall be expressed rate published in the domestic currency Wall Street Journal for the close of business in New York for the last thirty (30) days of the party making calendar quarter for which the sale together with the DOLLAR equivalent of the royalty payable. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarterpayments are set. Reports shall be due on the thirtieth forty-fifth (30th45th) day following the close of each respective calendar quarter. EYETECHIf no royalty is due for any royalty period hereunder, its AFFILIATES and its SUBLICENSEES WFHC shall so report. WFHC shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties and prices payable hereunder to be determined.

Reports, Exchange Rates. EYETECH COMPANY shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a SELECTED PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a PRODUCTSELECTED PRODUCT and continuing during the ROYALTY TERM, EYETECH COMPANY shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detailshowing, on a country by country-by-country basis, according to the volume of units of SELECTED PRODUCT sold in each such country (by SKU) during the reporting period: (a) the gross invoiced sales of each SELECTED PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross salesinvoiced sales detailed in accordance with those deductions provided for in the definition of NET SALES; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each SELECTED PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each SELECTED PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS SELECTED PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "“Currency Trading", ,” on the last business day of each month during the applicable calendar quarter. Reports shall be due hereunder on the thirtieth sixtieth (30th60th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT the Agreement following the FIRST COMMERCIAL SALE of a PRODUCT, EYETECH SB shall furnish to SHEARWATER LIGAND a quarterly written report for each calendar quarter showing in reasonably specific detail, on a country by country basis: , (a) the gross sales of each PRODUCT all PRODUCTS sold by EYETECH, its AFFILIATES SB and its SUBLICENSEES sublicensees in the TERRITORY during the reporting period and the amounts deducted therefrom to determine calculation of NET INVOICED SALES from such gross sales; (b) the royalties payable in DOLLARSU.S. dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each PRODUCTPRODUCTS; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; (d) the date dates of the FIRST COMMERCIAL SALE SALES of each PRODUCT any PRODUCTS in each any country in the TERRITORY during the reporting period; and (e) the exchange rates ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. used in determining the amount of DOLLARSU.S. dollars. With respect to sales of PRODUCTS invoiced in DOLLARSU.S. dollars, the gross sales, NET INVOICED SALES, and royalties payable shall be expressed in DOLLARSU.S. dollars. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARSU.S. dollars, the gross sales, NET INVOICED SALES and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR U.S. dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average closing buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARU.S. $1) published by *** , or, in The Wall Street Journalthe absence of quoted exchange rates from *** , Western Editiona comparable bank or financial institution, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarter*** . Reports shall be due on the thirtieth sixtieth (30th60th) day following the close of each calendar quarter. EYETECH, its AFFILIATES and its SUBLICENSEES The royalty report shall also state separately the amount of the notional NET SALES upon which the royalty is calculated attributed to notional NET SALES calculated as required under Section 1.24. SB shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined. The payment of the calculated quarterly royalty shall accompany the royalty report.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT Agreement following the FIRST COMMERCIAL SALE of a PRODUCTFirst Commercial Sale, EYETECH LICENSEE shall furnish to SHEARWATER VRI, with respect to each Calendar Quarter, a quarterly written report showing in reasonably specific detail, on a country by country-by-country basis: , (a) the gross sales of each PRODUCT PRODUCTS sold by EYETECHLICENSEE, its AFFILIATES Subsidiaries and its SUBLICENSEES Sublicensees in the Territory during the reporting period corresponding Calendar Quarter and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTPRODUCTS; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such salesroyalties; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sale of each PRODUCT PRODUCTS having occurred in each country in the Territory during the reporting periodcorresponding Calendar Quarter; and (e) the exchange rates used in determining the royalty amount of DOLLARSexpressed in United States dollars. With respect to sales (if any) of PRODUCTS invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited Sates dollars. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARSUnited Sates dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party invoice issued by the Party making the sale together with the DOLLAR United States dollars equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average rate of exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", WALL STREET JOURNAL for such currency on the last business day of each month during the applicable calendar quarterconcerned Calendar Quarter. Reports and payments shall be due on the thirtieth forty fifth (30th45th) day following the close of each quarterCalendar Quarter. EYETECH, its AFFILIATES and its SUBLICENSEES LICENSEE shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined. /*/ Confidential material omitted and filed separately with the Securities and Exchange Commission.

Reports, Exchange Rates. EYETECH COMPANY shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a the SELECTED PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a the SELECTED PRODUCT, EYETECH COMPANY shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detail, on a country by country-by-country basis: (a) the gross invoiced sales of each the SELECTED PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross invoiced sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each PRODUCTthe SELECTED PRODUCT and the estimated applicable royalty rate; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each the SELECTED PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS the SELECTED PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. The final quarterly report for each year will report where applicable, the difference, if any, between the royalty amounts paid by COMPANY in the previous three (3) quarters based on the estimated royalty rates, and the actual royalty amounts due in such quarters based on the actual royalty rates as determined by aggregate worldwide NET SALES of SELECTED PRODUCT during such year. The amount of any shortfall shall be paid with, and the amount of any excess shall be credited against, the amount due for this fourth (4th) quarter of such year. With respect to sales of PRODUCTS the SELECTED PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced CONFIDENTIAL [*] = 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. 37 sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarter. Reports for the first three (3) quarters shall be due hereunder on the [*] day following the close of such quarter. The final report for each calendar year shall be due on the thirtieth (30th) [*] day following the close of each the fourth and final quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT the Agreement following ----------------------- the FIRST COMMERCIAL SALE First Commercial Sale of a PRODUCTLicensed Product or Licensed Method, EYETECH UroGen shall furnish to SHEARWATER IRC a quarterly written report showing in reasonably specific detail, on a country by country basis: , (a) the gross sales of each PRODUCT Licensed Product or Licensed Method sold by EYETECHUroGen, its AFFILIATES Affiliates and its SUBLICENSEES sublicensees during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES calculation of Net Sales from such gross sales; (b) the royalties payable in DOLLARSUnited States dollars, if any, which shall have accrued hereunder based upon the NET INVOICED SALES Net Sales of each PRODUCTLicensed Product or Licensed Method; (c) the withholding taxes, if any, required by LAW law to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE First Commercial Sales of each PRODUCT Licensed Product or Licensed Method in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARSUnited States dollars; and (f) the number of jobs created or maintained to support further development, manufacture, sales and service of Licensed Products or the practice of Licensed Methods. With respect to sales of PRODUCTS Licensed Products and Licensed Methods invoiced in DOLLARSUnited States dollars, the gross sales, NET INVOICED SALESNet Sales, and royalties payable shall be expressed in DOLLARSUnited States dollars. With respect to sales of PRODUCTS Licensed Products and Licensed Methods invoiced in a currency other than DOLLARSUnited States dollars, the gross sales, NET INVOICED SALES Net Sales and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR United States dollar equivalent of the royalty payable. The DOLLAR equivalent shall be , calculated using the average closing buying rate for such currency quoted in the continental terms method of quoting exchange rate rates (local currency per DOLLARUS$1) published by Bank of America NT&SA in The Wall Street JournalLondon, Western Edition, under the heading "Currency Trading", England on each of the last business day of each month during in the applicable calendar quarterquarter prior to the date of payment. Reports shall be due on the thirtieth forty fifth (30th45th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES UroGen shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT Net Sales and to enable the royalties payable hereunder to be determined.

Reports, Exchange Rates. EYETECH XXXXXX shall keep LIPOXEN fully informed about the progress of its development of any and all POTENTIAL PRODUCTS and COMMERCIAL PRODUCTS and XXXXXX shall immediately notify LIPOXEN in writing as soon as any of the MILESTONE EVENTS have been reached. XXXXXX shall notify SHEARWATER LIPOXEN in writing promptly upon the FIRST COMMERCIAL SALE of a each COMMERCIAL PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country in which XXXXXX elects to pursue commercialization. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a COMMERCIAL PRODUCT, EYETECH XXXXXX shall furnish to SHEARWATER LIPOXEN a quarterly written report showing in reasonably specific detail(per QUARTER) showing, on a country by country-by-country basis, according to the volume of units of such COMMERCIAL PRODUCT sold in each such country (by SKU) during the reporting period: (a) the gross invoiced sales of each the COMMERCIAL PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom there from to determine NET INVOICED SALES from such gross invoiced sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each the COMMERCIAL PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each the COMMERCIAL PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. With respect to sales of PRODUCTS COMMERCIAL PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party PARTY making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", ," on the last business day of each month during the applicable calendar quarter. Reports shall be due on the thirtieth hereunder forty-five (30th45) day days following the close of each quarter. EYETECH, its AFFILIATES QUARTER and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES be the CONFIDENTIAL INFORMATION of each PRODUCT and to enable the royalties payable hereunder to be determinedXXXXXX.

Reports, Exchange Rates. EYETECH COMPANY shall notify SHEARWATER NEKTAR AL in writing promptly upon the FIRST COMMERCIAL SALE of a the SELECTED PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEESin each country. During the portion of the term of this AGREEMENT following Commencing upon the FIRST COMMERCIAL SALE of a the SELECTED PRODUCT, EYETECH COMPANY shall furnish to SHEARWATER NEKTAR AL a quarterly written report showing in reasonably specific detail, on a country by country-by-country basis: (a) the gross invoiced sales of each the SELECTED PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES in each country during the reporting period period, and the amounts deducted therefrom to determine NET INVOICED SALES from such gross invoiced sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each PRODUCTthe SELECTED PRODUCT and the estimated applicable royalty rate; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; and (d) the date of the FIRST COMMERCIAL SALE of each the SELECTED PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS the SELECTED PRODUCT invoiced in DOLLARS, the gross invoiced sales, NET INVOICED SALES, and royalties payable shall be expressed in the report in DOLLARS. The final quarterly report for each year will report where applicable, the difference, if any, between the royalty amounts paid by COMPANY in the previous three (3) quarters based on the estimated royalty rates, and the actual royalty amounts due in such quarters based on the actual royalty rates as determined by aggregate worldwide NET SALES of SELECTED PRODUCT during such year. The amount of any shortfall shall be paid with, and the amount of any excess shall be credited against, the amount due for this fourth (4th) quarter of such year. With respect to sales of PRODUCTS the SELECTED PRODUCT invoiced in a currency other than DOLLARS, the gross invoiced CONFIDENTIAL [*] = 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. 37 sales, NET INVOICED SALES and royalties payable shall be expressed in the report provided hereunder in the domestic currency of the party making the sale together with as well as in the DOLLAR equivalent of the royalty payablepayable and the exchange rate used in determining the amount of DOLLARS. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarter. Reports for the first three (3) quarters shall be due hereunder on the thirtieth sixtieth (30th60th) day following the close of each such quarter. EYETECH, its AFFILIATES The final report for each calendar year shall be due on the ninetieth (90th) day following the close of the fourth and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determinedfinal quarter.