Master Alliance Provisions Guide (MAPGuide)

Cellscript – BioNTech mRNA Technology Patent Sublicense

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2. Diligence

2.1 Development Plan and Sublicense Disclosure Report. By [***] and by [***] of every calendar year thereafter that encompasses the Term, Company will deliver to Cellscript: (1) a copy of an annual development plan, including a projected timeline, for the Patent Rights and a summary of material development efforts for Licensed Products since the last development plan (“Development Plan”); and [***] certified as correct by the accounting services manager or chief financial officer, that includes all additional information as listed on Exhibit B for the period since the last SDR.

2.3 Diligence Events. Company, whether itself, or through its Affiliates, Third Party sublicensees, contractors, or Third Parties funded by Company under a research or service agreement, will use commercially reasonable efforts to achieve each of the milestone diligence events by the applicable completion date listed in the table below for the first Licensed Product for human therapeutic or prophylactic use in Field of Use B. Company will provide Cellscript with written notice within [***] days of first completion of each milestone diligence event for a Licensed Product for human therapeutic or prophylactic use in Field of Use B by Company or an Affiliate or Third Party sublicensee.

4. Reports and Payments

4.1 Royalty Reports. Within [***] days after the end of each Quarter following the first Sale, Company will deliver to Cellscript a report, certified as accurate by the accounting services manager or chief financial officer of Company, detailing the calculation of all royalties, fees and other payments due to Cellscript for such Quarter. The report will include, at a minimum, the following information for the Quarter, each listed by product, by country: [***]


4.4 Audit Rights. […] Company will conduct, at least once every [***] years at its own expense, an independent audit of Sales, Net Sales, and all of the royalties, fees, and other payments due or paid under this Agreement for the period since the last such audit. Promptly after completion of the audit, Company will provide to Cellscript a copy of the report of the independent auditors along with any underpayments and interest thereon.