Common use of Payments and Reports Clause in Contracts

Payments and Reports. Royalties payable pursuant to this -------------------- Agreement shall be due quarterly within forty-five (45) days following the end of each calendar quarter for Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of Net Sales for the quarter and the calculation of Royalties payable hereunder by Product and country. All Milestone Fees, Royalties and all other amounts which are overdue under this Agreement will bear interest at the rate of one and one-half percent (1.5%) per month from the date due through the date of payment. The licensee shall keep and shall cause its Commercialization Partners and Sublicensees to keep complete, true and accurate records for the purpose of showing the derivation of all Milestone Fees and Royalties payable under this Agreement. The licensor's duly accredited representatives, which are reasonably acceptable to licensee, shall have the right to inspect and audit such records at any time during reasonable business hours upon reasonable prior notice to the licensee or any of its [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Commercialization Partners or Sublicensees, but such right will not be exercised more often than annually (it being understood that a single exercise of such right may include a series of related or continuing inspections and audits).

Payments and Reports. Royalties payable pursuant to this -------------------- --------------------- Agreement shall be due quarterly within forty-five (45) 45 days following the end of each calendar quarter for Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of Net Sales for the quarter and the calculation of Royalties payable hereunder by Product and country. All Milestone Fees, Royalties and all other amounts which are overdue under this Agreement will bear interest at the rate of one and one-half percent (1.5%) % per month from the date due through the date of payment. The licensee NN shall keep and shall cause its Commercialization Partners and Sublicensees to keep complete, true and accurate records for the purpose of showing the derivation of all Milestone Fees and Royalties payable under this Agreement. The licensorZGI's duly accredited representatives, which are reasonably acceptable to licenseeNN, shall have the right to inspect and audit such records at any time during reasonable business hours upon reasonable prior notice to the licensee NN or any of its [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Commercialization Partners or Sublicensees, but such right will not be exercised more often than annually (it being understood that a single exercise of such right may include a series of related or continuing inspections and audits).

Payments and Reports. Royalties payable pursuant to this -------------------- Agreement shall be due quarterly within forty-five (45) 45 days following the end of each calendar quarter for Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of Net Sales for the quarter and the calculation of Royalties royalties payable hereunder by Product and country. All Milestone Fees, Royalties royalties and all other amounts which are overdue under this Agreement will bear interest at the rate of one and one-half percent (1.5%) % per month from the date due through the date of payment. The licensee shall keep and shall cause its Commercialization Partners and Sublicensees to keep complete, true and accurate records for the purpose of showing the derivation of all Milestone Fees and Royalties royalties payable under this Agreement. The licensor's duly accredited representatives, which are reasonably acceptable to licensee, shall have the right to inspect and audit such records at any time during reasonable business hours upon reasonable prior notice to the licensee or any of its [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Commercialization Partners or SublicenseesPartners, but such right will not be exercised more often than annually (it being understood that a single exercise of such right may include a series of related or continuing inspections and audits).

Payments and Reports. Royalties payable pursuant to this -------------------- Agreement shall be due quarterly within forty-five (45) days [ * ] following the end of each calendar quarter Calendar Quarter for Net Sales in such calendar quarterCalendar Quarter. All sales in foreign non-United States currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter Calendar Quarter in which the sales were made. Each such payment shall be accompanied by a statement of Net Sales for the quarter (including number of units), applicable exchange rates and the calculation of Royalties royalties payable hereunder by Licensed Product and country. Such statement shall also include the royalties and milestone paid or payable to Aventis under the Aventis Agreement, the information to be provided Aventis in connection with such payment and the method for applying the offset pursuant to Section 4.5(b) to amounts otherwise due ZGEN hereunder. All Milestone Feesmilestone fees, Royalties royalties and all other amounts which are overdue under this Agreement will bear interest at the rate of one and one-half [ * ] percent (1.5[ * ]%) per month from the date due through the date of payment. The licensee NN shall keep keep, and shall cause its Commercialization Partners Affiliates and Sublicensees to keep keep, complete, true and accurate records for at least five (5) years for the purpose of showing the derivation of all Milestone Fees milestone fees and Royalties royalties payable under this Agreement. The licensor's duly accredited representativesIndependent accountants engaged on behalf of XXXX, which who are reasonably acceptable to licenseeNN, shall have the right to inspect and audit such records at any time during reasonable business hours upon reasonable prior notice to the licensee NN or any of its [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Commercialization Partners Affiliates or Sublicensees, but such right will not be exercised more often than annually (it being understood that a single exercise of such right may include a series of related or continuing inspections and audits). The cost of such inspection and audit shall be borne by ZGEN unless there is a discrepancy of greater than, or equal to, [ * ] in NN’s favor in which case NN shall bear the entire cost of the inspection and audit.

Payments and Reports. Royalties payable pursuant to this -------------------- Agreement shall be due quarterly within forty-five (45) days [ * ] following the end of each calendar quarter for RoW Net Sales in such calendar quarter. All sales in foreign currencies shall be converted into United States dollars using the rate of exchange quoted by Bank of America and its successor(s) on the last business day of the calendar quarter in which the sales were made. Each such payment shall be accompanied by a statement of RoW Net Sales for the quarter (including number of units), applicable exchange rates and the calculation of Royalties royalties payable hereunder by Product and country. All Milestone Fees, Royalties royalties and all other amounts which are overdue under this Agreement will bear interest at the rate of one and one-half percent (1.5%) per month [ * ] from the date due through the date of payment. The licensee ZGEN shall keep and shall cause its Affiliates, Commercialization Partners and Sublicensees to keep complete, true and accurate records for at least five (5) years for the purpose of showing the derivation of all Milestone Fees and Royalties royalties payable under this Agreement. The licensor's duly accredited NN’s representatives, which are reasonably acceptable to licenseeZGEN, shall have the right to inspect and audit such records at any time during reasonable business hours upon reasonable prior notice to the licensee ZGEN or any of its [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Affiliates, Commercialization Partners or Sublicensees, but such right will not be exercised more often than annually (it being understood that a single exercise of such right may include a series of related or continuing inspections and audits).