Quarterly Financials. Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, a condensed consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related condensed consolidated statements of operations and cash flows for such fiscal quarter (in the case of such statement of operations) and for the portion of the Borrower’s fiscal year then ended, and setting forth in comparative form the consolidated figures for the corresponding fiscal quarter of the previous fiscal year or the corresponding portion of the previous fiscal year, as applicable, all certified by a Financial Officer of the Borrower as fairly presenting, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the end of such fiscal quarter, their consolidated results of operations for such fiscal quarter and their consolidated cash flows for such portion of the Borrower’s fiscal year in conformity with GAAP (or words substantially similar to the foregoing), subject only to year-end audit adjustments and the absence of footnotes;

Financials. The Sangre Members have delivered to ​ a balance sheet and certain other financial information of Sangre dated as of ​ (the “Statements”). The Statements # are true, complete and correct in all material respects; # are in accordance with the books and records of the Seller; # present fairly the assets and liabilities of Sangre and ​. There will be no material changes to the financial condition of Sangre as presented in the Statements on the Closing Date.

The Company financials can be reviewed at www.sec.gov in its annual and quarterly reports. [Appendix B] – Historical Financials is a copy of the FY 2016 Annual Audit.

Forecasted Financials. The Consolidated forecasted balance sheet, statements of income and cash flows of the ​ and its Subsidiaries delivered pursuant to [Section 4.01] or [Section 6.01] were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, it being recognized that the forecasts are not to be viewed as fact and that actual results during the period or periods covered by the forecasts may differ from the projected results and such differences may be material.

3 To be included only if the Compliance Certificate is certifying the quarterly financials.

Quarterly. After the end of each fiscal quarter of Regional, and in any event within 90 days after the end of such period, # balance sheets and # statements of income of Regional and its Subsidiaries, prepared on a consolidated basis including a Special Purpose Subsidiary; together with:

“[Section 9.01] Financials” shall mean the annual and quarterly financial statements required to be delivered pursuant to [[Sections 9.01(a) and (b)])]])].

“Financials” means the annual or quarterly financial statements, and accompanying certificates and other documents, of ​ and ​ required to be delivered pursuant to [[Section 5.01(a) or 5.01(b)])]].

Audited Annual Financials. Within ninety (90) days after the end of any fiscal year, copies of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, together with the related audited consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, and the notes thereto, setting forth in each case in comparative form the audited consolidated figures as of the end of and for the previous fiscal year, all prepared in accordance with GAAP and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized national standing or otherwise reasonably acceptable to Administrative Agent, which report and opinion shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and cash flows for such fiscal year in conformity with GAAP (or words substantially similar to the foregoing) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Royalties Paid Quarterly. Within ​ calendar days following the end of each Calendar Quarter, following the First Commercial Sale of a Licensed Product, Licensee shall furnish to Merck a written report for the Calendar Quarter showing the Net Sales of Licensed Product sold by Licensee, its Affiliates and its sublicensees in the Territory during such Calendar Quarter and the royalties payable under this Agreement for such Calendar Quarter. Such written report shall include the gross sales of Licensed Product on a country-by-country basis, an itemized calculation of any deductions taken from such gross sales to arrive at Net Sales for the applicable Calendar Quarter and the calculation of the amount of royalty payment due on such Net Sales. Simultaneously with the submission of the written report, Licensee shall pay to Merck, for the account of Licensee or the applicable Affiliate or sublicensee, as the case may be, a sum equal to the aggregate royalty due for such Calendar Quarter calculated in accordance with this Agreement.