“U.S. Net Sales Milestone Payments” has the meaning set forth in [Section 8.5.2] (U.S. Net Sales Milestones Following Opt-Out).

U.S. Net Sales Milestones Following Opt-Out. If the Cost Share End Date occurs, then, following the Cost Share End Date, in addition to the ROW Net Sales Milestones set forth in Table 8.5.1 above, GSK shall, in partial consideration for the licenses granted to GSK under Section 9.1 (License Grant to GSK), pay to ITEOS the Net Sales-based milestone payments as set forth in Table 8.5.2 below (the “U.S. Net Sales Milestones Payments”) the first time the aggregate Net Sales for all Licensed Products within any Calendar Year in the U.S. meets the corresponding threshold set forth in Table 8.5.2 below (the “U.S. Net Sales Milestones”):

U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;

“U.S.” means the United States of America (including all possessions and territories thereof).

U.S. dollars and foreign currency received in the ordinary course of business or exchanged into U.S. dollars within 180 days;

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

U.S. GOVERNMENT REPORTING. No confidentiality provision included in this Agreement may be construed to prohibit or otherwise restrict Service Provider, as a subcontractor of PARATEK under a U.S. Government contract, from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of the federal department or agency authorized to receive such information under the procurement involving the applicable PARATEK agreement(s) with the U.S. Government.

U.S. GOVERNMENT SITE VISITS, AUDITS, INSPECTIONS, AND COMMUNICATIONS. At the U.S. Government’s request, PARATEK and the U.S. Government together will have the right to conduct site visits, audits, and inspections at Service Provider’s facilities relating to PARATEK’s performance of this Agreement, including for the purpose of inventorying, with 24 hours’ advance notice or without notice with respect to timesensitive or critical circumstances. If PARATEK or the U.S. Government identifies any issues during the visit, Service Provider will prepare a report describing the issues and identifying potential solutions. Service Provider will provide the report to PARATEK for review within seven business days of being notified of any issues.

U.S. GOVERNMENT DISPUTES. Any dispute between Service Provider and PARATEK arising from the U.S. Government’s actions under the applicable PARATEK agreement(s) with the U.S. Government, and for which PARATEK has recourse against the U.S. Government, will be resolved as follows notwithstanding any other dispute provisions in this Agreement:

"U.S. Covered Employees” shall mean Covered Employees who are engaged to provide services to the Company in the United States. U.S. Covered Employees does not include employees who are on temporary assignment or secondment to the Company from another Applicable Subsidiary.