Common use of True-Up Clause in Contracts

True-Up. Subsequent to the Closing, if at any time during the 30-day period following Closing the actual amount of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 8 prior to Closing. Such adjustments shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller), or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of thirty (30) days after Closing, or (b) subject to such thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate). The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.

True-Up. Subsequent Within [***] days after the end of each Calendar Quarter during which either Party incurred Registration Program Costs under the Registration Program Plans for HCM1 Products or HCM2 Products, each Party shall submit to the Closing, if at any time during the 30-day period following Closing other Party a reasonably detailed report setting forth the actual amount of any pro-rated items (per Registration Program Costs under the Proration ScheduleRegistration Program Plan for HCM1 Products or HCM2 Products incurred by such Party in such Calendar Quarter, below defined) that were based upon estimations at Closingand, or any item omitted therefromwithin [***] days after both Parties have submitted such reports, including without limitation, utilities and other operating expenses with respect the Parties shall determine which Party owes a payment to the Property for other such that each Party will bear its * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities Securities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) Exchange Commission share of the adjustments described in this Section 8 prior to Closingtotal Registration Program Costs incurred. Such adjustments shall be If the amount paid by Buyer Sanofi pursuant to Seller (if Section 9.5(a) above for such Calendar Quarter is less than the prorations result in a net credit amount owed to Seller)MyoKardia pursuant to the preceding sentence, or by Seller then Sanofi shall pay the deficit to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of MyoKardia within thirty (30) days after Closingthe Parties’ determination of the amount owed. If instead the amount paid by Sanofi pursuant to Section 9.5(a) above for such Calendar Quarter is more than the amount owed MyoKardia for such Calendar Quarter, or then the excess shall be credited towards Sanofi’s next advance payment for Registration Program Costs (b) subject except where such Calendar Quarter is the final Calendar Quarter in which MyoKardia will incur Registration Program Costs, in which case the excess shall be refunded by MyoKardia to such Sanofi within thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or days after the determination of the amount owed and thereafter MyoKardia shall reimburse Sanofi for its share of any future Registration Program Costs incurred by Sanofi). In addition, in the aggregate). The provisions of this Subsection (g) shall survive event that the Closing and delivery foregoing aggregate credit against Sanofi’s next advance payment exceeds the next advance payment, then Sanofi may request a refund of the Deed to Buyerdifference between such amounts.

True-Up. Subsequent to (i) Within [ * ] days after the Closingend of each Calendar Year during a Royalty Term, if at any time during the 30Teva shall perform a “true-day period following Closing the actual amount up” reconciliation (and shall provide Alexza with a written report of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”reconciliation) of the adjustments described deductions outlined in subsections (iii), (v), and (vi) in the definition of “Net Sales.” The reconciliation shall be based on actual cash paid or credits issued plus an estimate for any remaining liabilities incurred related to the Product, but not yet paid. If the foregoing reconciliation report shows an underpayment then Teva shall pay the amount of the difference to the other Party within [ * ] days after the date of delivery of such report. If the foregoing reconciliation report shows an overpayment then Teva shall offset such overpayment against the next royalty payment due to Alexza pursuant to Section 8.4(a). (ii) Within [ * ] months after the termination of this Agreement, Teva shall perform a “final true-up” reconciliation (and shall provide Alexza with a written report of such reconciliation) of the items comprising deductions from Net Sales for returns as outlined in subsection (vi) in the definition of Net Sales. The reconciliation shall be based on actual cash paid or credits issued for returns, through the [ * ] month period following the termination or expiration of this Agreement. If the foregoing reconciliation report show either an underpayment of an overpayment between the Parties, the Party owing payment to the other Party shall pay the amount of the difference to the other Party within the [ * ] days after the date of delivery of such report. Notwithstanding the foregoing, for each [ * ] the Shelf Life of the Product is extended, the period of time within which the “final true-up” reconciliation will occur will also be extended by [ * ]. [ * ] = Certain confidential information contained in this Section 8 prior to Closing. Such adjustments shall be paid document, marked by Buyer to Seller (if the prorations result in a net credit to Seller)brackets, or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance is filed with the provisions Securities and Exchange Commission pursuant to Rule 24b-2 of this Subsection the Securities Exchange Act of 1934, as amended. (g)iii) In the event that any “true-up” reconciliation performed pursuant to (i) above, providedshows an underpayment by Teva for such Calendar Year in an amount greater than [ * ] of the total amount payable to Alexza for such Calendar Year, howeverthen Teva shall pay to Alexza any payment owned pursuant to (i) above, that neither party shall have any obligation together with interest calculated from the [ * ] day of the Calendar Year to re-adjust any items (a) after the expiration of thirty (30) days after Closingwhich such payment applies, or (b) subject to such thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate). The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyermatter provided in Section 8.14.

True-Up. Subsequent to (a) Upon the Closingexpiration of the True-Up Period, if at any time during the 30parties shall recalculate the Closing Revenue-day period following Run Rate Purchase Price Adjustment as of the Closing Date, except that the actual amount of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses Adjusted Assets Under Management with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as Contingent Accounts shall be necessary included in the calculation of such recalculated Closing Revenue Run-Rate Purchase Price Adjustment: (i) in the case of any Contingent Account pursuant to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule clause (the “Proration Schedule”a)(i) of the adjustments definition thereof that (A) has satisfied any Assignment Requirements applicable to such account not later than the final day of the True-Up Period or (B) (i) has not terminated the Investment Advisory Arrangement (or has, on or before the final day of the True-Up Period (and, in the case of a New Advisory Contract with the ▇▇▇ ▇▇▇▇▇▇ Business, after Closing), entered into a New Advisory Contract with the ▇▇▇ ▇▇▇▇▇▇ Business, Buyer or any of its Affiliates on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract) and (ii) continues to be a Client of the ▇▇▇ ▇▇▇▇▇▇ Business, Buyer or any of its Affiliates on the final day of the True-Up Period (unless, in the case of this clause (B), Buyer or its applicable Affiliate will be required to terminate such Investment Advisory Arrangement due to the failure to satisfy the Assignment Requirements by such final day), to the extent of the amount by which (x) the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the Closing Date) exceeds (y) the amount of the redemptions, withdrawals or terminations that actually occur with respect to such account prior to the final day of the True-Up Period; (ii) in the case of any Contingent Account solely pursuant to clause (a)(ii) of the definition thereof that has satisfied any Assignment Requirements applicable to such account not later than the final day of the True-Up Period, to the extent of the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the Closing Date); (iii) in the case of any Contingent Account pursuant to clause (a)(iii) or (b) of the definition thereof, to the extent of amounts actually funded in the account not later than the final day of the True-Up Period; and (iv) in the case of any Contingent Account relating to a Fund with respect to which a Fund Change Announcement has occurred, and assuming, in the case of any Fund Change Announcement relating to a portfolio management team change for the Funds set forth on Exhibit C, that such Fund has satisfied any Assignment Requirements, to the extent of the full amount of such Contingent Account. (b) If such recalculation yields: (i) a reduced Closing Revenue Run-Rate Purchase Price Reduction, an increased Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to a Closing Revenue Run-Rate Purchase Price Increase, then Buyer shall pay to Seller an amount that is equal to the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such increase to the Closing Revenue Run-Rate Purchase Price Increase or the amount of such Closing Revenue Run-Rate Purchase Price Increase (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 8 prior 2.06(b)(i) is made, with such payment increasing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b); or (ii) an increased Closing Revenue Run-Rate Purchase Price Reduction, a reduced Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to Closing. Such adjustments a Closing Revenue Run-Rate Purchase Price Reduction, then Seller shall pay to Buyer an amount that is equal to the amount of such increase to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Increase or the amount of the Closing Revenue Run-Rate Purchase Price Reduction (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 2.06(b)(ii) is made, with such payment reducing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b). (c) Any reduction or increase in the Aggregate Cash Consideration pursuant to this Section 2.06 shall be paid payable in immediately available funds by wire transfer to an account of Buyer or Seller, as the case may be, with a bank designated by such receiving party. Any reduction or increase in the Aggregate Equity Consideration shall be payable by delivering to Seller Buyer or Seller, as the case may be, stock certificates representing such adjustment to the Aggregate Equity Consideration pursuant to this Section 2.06 (with the number of shares of Buyer Stock to be delivered calculated based on the Buyer Signing Price) or, if the prorations result in a net credit Aggregate Equity Consideration is uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller), or by Seller to Buyer such receiving party. (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefromd) in accordance with the provisions For purposes of this Subsection (g)Section 2.06, provided, however, that neither party shall have any obligation all references to re-adjust any items (a) after the expiration of thirty (30) days after Closing, or (b) subject to such thirty (30) day period unless such items exceed $5,000.00 in magnitude (either individually or Closing Measurement Date included in the aggregate). The provisions definitions of this Subsection (g) Adjusted Assets Under Management and Closing Revenue Run-Rate shall survive be deemed references to the Closing and delivery of the Deed to BuyerDate.

True-Up. Subsequent (a) The Parties shall execute monthly true-ups after the Closing Date and a final true- up after the Transaction Services is completed for each of the Selling Companies in order to ensure proper credit for pipeline revenue and to properly account for working capital and expenses, and to finalize any other necessary accounting. Pipeline revenue shall be remitted to ▇▇▇▇▇▇▇ no less than weekly in a manner set forth in the Transition Services Agreement. Working capital shall consist of the Selling Companies’ cash, security deposits (excluding those security deposits that will be returned to the ClosingSelling Companies pursuant to Section 1.1(m), if at any time during the 30cash equivalents, accounts receivable, and vendor pre-day period following Closing the actual amount of any pro-rated paid items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating similar assets minus Selling Companies’ accounts payable and accrued salaries and expenses as of the Closing Date except to the extent such accounts payable, accrued salaries or expenses are for products or services connected to post closing activities or a post-closing time period (“Working Capital”). As an example, in the case of a phone ▇▇▇▇ for the period from August 15, 2020 to September 15, 2020, the Seller shall be responsible for the period between August 15, 2020 and August 31, 2020 and the Buyer shall be responsible for the period between September 1, 2020 and September 15, 2020. Notwithstanding any other provisions to the contrary herein, Selling Companies shall retain all Working Capital as of the Closing Date, all revenue for files closed prior to the Closing Date. Buyer shall retain all revenue for files closed on or after the Closing Date and shall be solely responsible for all debts and expenses incurred or arising relative to such files on or after the Closing Date. (b) Selling Companies shall promptly deliver to the Buyer any ▇▇▇▇ for personal property Taxes with respect to the Purchased Assets, and any ▇▇▇▇ for Real Property for Taxes on or with respect to the month in Real Property, part or all of which is attributable to periods subsequent to the Closing occurs, are determined, the parties agree to adjust the proration of utilities Date and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 8 prior to Closing. Such adjustments shall be paid received by Buyer to Seller (if the prorations result in a net credit to Seller), or by Seller to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) Selling Companies after the expiration of thirty (30) days after ClosingClosing Date, or (b) subject and the Buyer shall timely pay the same to such thirty (30) day period unless such items exceed $5,000.00 the appropriate Governmental Authority in magnitude (either individually or in the aggregate)full. The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.7 | P a g e

True-Up. Subsequent to (i) Within [†] days after the Closingend of each Year during a Royalty Term, if at any time during the 30Ivax shall perform a “true-day period following Closing the actual amount up” reconciliation (and shall provide Xenon with a written report of any pro-rated items (per the Proration Schedule, below defined) that were based upon estimations at Closing, or any item omitted therefrom, including without limitation, utilities and other operating expenses with respect to the Property for the month in which the Closing occurs, are determined, the parties agree to adjust the proration of utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. For clarification, this Section 8(g) shall not apply to Taxes, Rents or RUBS which shall be pro-rated and paid under Sections 8(a), 8(b) and 8(f) respectively. Seller shall prepare a proration schedule (the “Proration Schedule”reconciliation) of the adjustments described deductions outlined in this Section 8 prior to Closing. Such adjustments subsections (iii), (iv), and (v) in the definition of “Net Sales.” The reconciliation shall be based on actual cash paid by Buyer or credits issued plus an estimate for any remaining liabilities incurred related to Seller (if the prorations result in a net credit Product, but not yet paid. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to Seller), or by Seller the other Party shall pay the amount of the difference to Buyer (if the prorations result in a net credit to Buyer, by increasing or reducing the cash to be paid by Buyer at Closing. Buyer or Seller may request that Buyer and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of this Subsection (g), provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of other Party within thirty (30) days after Closingthe date of delivery of such report. (ii) Within [†] months after the termination or expiration of this Agreement, Ivax shall perform a “final true-up” reconciliation (and shall provide Xenon with a written report of such reconciliation) of the items comprising deductions from Net Sales [†] as outlined in subsection (vi) in the definition of Net Sales. The reconciliation shall be based on actual cash paid or (b) subject credits issued for returns, through the [†] period following the termination or expiration of this Agreement. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to such the other Party shall pay the amount of the difference to the other Party within thirty (30) days after the date of delivery of such report. (iii) In the event that any “true-up” reconciliation performed pursuant to (i) above, shows an underpayment by Ivax for such Year in an amount greater than [†] percent ([†]%) of the total amount payable to Xenon for such Year, then Ivax shall pay to Xenon any payment owed pursuant to (i) above, together with interest calculated from the first day period unless of the Year to which such items exceed $5,000.00 in magnitude (either individually or payment applies, in the aggregate)manner provided in Section 8.12. The provisions of this Subsection (g) shall survive the Closing and delivery of the Deed to Buyer.[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION