Common use of Calculation and Payment Clause in Contracts

Calculation and Payment. Within [*] after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, AUS shall report to the Finance Officers its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [*] Business Days after receipt of such reports, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared TerritoryCalendar Quarter, AUS each Party shall report to the Finance Officers its applicable JMC the Net SalesSales for any sales it booked for each Joint Product in the applicable Profit Share Territory in such Calendar Quarter, and Medivation and AUS shall each report to as well as the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it for such Joint Product in such calendar quarter for each ProductProfit Share Territory in such Calendar Quarter. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [***] Business Days days after receipt of such reports, the Finance Officers such JMC shall confer and agree upon in writing provide a consolidated financial statement setting forth forth: (i) the Operating Profit or Operating Loss for each such calendar quarter for such Joint Product in the Shared applicable Profit Share Territory and calculating each Party’s share of such Operating Profit or Operating Loss for such Joint Product for such Calendar Quarter; (ii) the Operating Profit (or Loss. Within [*] Business Days after ) for all Joint Products during such [*] Business Day conferral periodCalendar Quarter, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the aggregate Net Sales invoiced received by AUS each Party for all Joint Products during such Calendar Quarter, and the Joint Development Costs, Joint Medical Affairs Costs, and Joint aggregate Commercialization Costs incurred by Medivation each Party for all Joint Products during such Calendar Quarter; and AUS (iii) the amount of reconciliation payment owed by one Party to the other Party, if any, to achieve the appropriate allocation of Operating Profit (or Loss) for all Joint Products for such Calendar Quarter provided for herein. The Party owing the other Party a reconciliation payment under subsection (iii) above shall pay to the other Party such reconciliation amount within [***] days after receiving such consolidated financial statement from the JMC. An example of such financial statement is set forth on Schedule 11.3(b). For clarity, any pre-launch Commercialization costs already reimbursed in connection with respect to such Product the exercise of a Party’s EOP3 Opt-In as set forth in such calendar quarter; provided, however, that in the event of any disagreement with respect to Section 5.6(e) shall be excluded from the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost Operating Profit or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization CostsOperating Loss.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, AUS shall Unum will report to the Finance Officers its Net Sales, and Medivation Unum and AUS shall SGI will each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, Costs and Joint Commercialization Costs, and, if requested by Medivation Unum or AUSSGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested shall will be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers shall will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [**] Business Day conferral perioddays after receipt of the other Party’s invoice, Medivation Unum or AUSSGI, as applicable, shall will make a payment to AUS SGI or Medivation Unum respectively, as applicable, so that each of Medivation Unum and AUS SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS SGI and the Joint Development Costs, Joint Medical Affairs Costs, Costs and Joint Commercialization Costs incurred by Medivation Unum and AUS SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall will be paid in accordance with the foregoing timetable and the remaining, disputed portion shall will be paid within [***] Business Days days after the date on which Medivation Unum and AUSSGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall will be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs cost or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. Within (a) Following any exercise by Beam of the Beam Opt-In Option, within [**] after the end of each calendar quarter beginning Calendar Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with (i) a detailed, activity-based statement of its Shared Development Costs incurred in such Calendar Quarter, including, without limitation, an itemized breakdown of the calendar quarter in which the First Commercial Sale calculation of a Product occurs FTE Costs included in the Shared TerritoryDevelopment Costs (each, AUS shall report a “Development Cost Report”), (ii) a detailed, activity-based statement of its Shared Commercialization Costs (each statement, together with the corresponding Development Cost Report, the “Cost Reports”), in each case to the Finance Officers its extent incurred in such Calendar Quarter (or a good faith estimate of any portions thereof where actuals are not known as of such time), as well as details of any adjustments to be made to the amounts submitted in the previous Calendar Quarter in previous Cost Reports, in a format to be agreed upon by the JCC and JDC, as applicable. (b) Along with the Cost Reports, Verve shall provide Beam and the JCC with a report setting forth Verve’s itemized Net Sales of each Collaboration Product in the Collaboration Territory during such Calendar Quarter. (c) Within [**] after the end of each Calendar Quarter, each Party will provide the other Party and the JSC with a written, non-binding, preliminary report that will set forth, in a format to be mutually agreed by the Parties promptly after the Effective Date, such Party’s good faith estimate of: (i) the amounts and information that will be set forward in such Party’s Cost Reports for such Calendar Quarter; and (ii) in the case of Verve, the aggregate Net Sales of Collaboration Products in the Collaboration Territory and Collaboration Territory Revenue for such Calendar Quarter. (d) In addition to the preliminary reports to be provided by each Party in accordance with Section 10.5.2(c) above, within [**] after the end of each Calendar Quarter, Verve shall provide Beam and the JSC with a written report (the “Reconciliation Report”) setting forth, in a format to be mutually agreed by the Parties promptly after the Effective Date, the calculations of [**]. Any net payment owed from one Party to the other Party shall be paid within [**] following receipt of such reconciliation (i.e. within [**] after the end of the Calendar Quarter); provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Shared Development Costs) or JCC (with respect to Shared Commercialization Costs or Net Sales), as applicable, and Medivation and AUS shall each report any net payment owed with respect to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs undisputed amounts shall be paid within such [**] period (and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, anddisputed amount, if determined to be owed, shall be paid within [**] of resolution of the dispute). If requested by Medivation Verve or AUSBeam, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [**] or with respect to which documentation is otherwise reasonably requested Dollars ($[**]) shall be promptly provided. Within [*] Business Days after receipt of such reports, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. (i) Within [*] forty-five (45) days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which Proceeds are first incurred or accrued, OPKO will provide Entera a report setting forth the First Commercial Sale Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of a Product occurs Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the Shared Territory, AUS shall financial report to the Finance Officers its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. following Calendar Quarter. (ii) Within [*] Business Days forty-five (45) days after receipt of such reports, designated individuals from each Party (the “Finance Officers Leads”) shall confer and agree upon in writing on whether a consolidated financial statement setting forth reconciliation payment is due from one Party to the Operating Profit or Operating Loss for such calendar quarter for such Product in other Party, and if so, the Shared Territory and calculating each Party’s share amount of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicablereconciliation payment, so that each of Medivation the Parties share Proceeds in accordance with Section 7.3(a). The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and AUS has been compensated for its respective share the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarterinvoice; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the remaining, Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the disputed portion amounts shall be paid referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within [*] ten (10) Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed matter is referred to them (unless a longer period is agreed to by the other Party for sharing financial information Parties), then the dispute shall be resolved in order to permit each Party to close its books periodically in a timely manneraccordance with Section 14.10. For the avoidance of doubt, no cost or expense Proceeds shall be counted more recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no later than once six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in calculating Joint Development Costsrelation to Proceeds incurred or accrued or deemed to be incurred or accrued (e.g., Joint Medical Affairs Costs pursuant to Section 8.1(b)) following the Opt-Out Date, and Joint Commercialization Costsexcept with respect to the final reconciliation payment, even if such Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expense falls into more than one expenses incurred or accrued in a Calendar Quarter which OPKO is not able to recover due to the application of the cost categories that comprise Joint Development Costsprevious sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Joint Medical Affairs Costs and Joint Commercialization CostsEntera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. Within [***] after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, AUS each Party shall report to a finance officer designated by BPM and a finance officer designated by Roche (the “Finance Officers Officers”) an estimate of its BPM Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development CostsRoche Net Sales, Joint Medical Affairs Operational Costs and Joint Commercialization Costs Cost of Goods Sold incurred by it in such calendar quarter Calendar Quarter for each ProductLicensed Product in the Shared Territory. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such BPM Net Sales, Roche Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, Operational Costs and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly providedCost of Goods Sold. Within [***] Business Days after receipt of such reportsreport, each Party shall update such report to reflect the final amount of its BPM Net Sales, Roche Net Sales, Joint Operational Costs and Cost of Goods Sold. Within [***] of receipt of such final report, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Gross Profit or Operating Loss for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating LossGross Profit. Within [*] Business Days after such [**] Business Day conferral period, Medivation BPM or AUSRoche, as applicable, shall make a reconciliation payment to AUS Roche ​ ​ ​ or Medivation BPM respectively, as applicable, so that each of Medivation BPM and AUS Roche has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, Gross Profit after giving effect to the BPM Net Sales invoiced by AUS and BPM or the Roche Net Sales invoiced by Roche, as applicable, the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Operational Costs incurred by Medivation each Party, and AUS the Cost of Goods Sold incurred by BPM with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [***] Business Days after the date on which Medivation BPM and AUSRoche, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance An example of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costsquarterly profit/loss calculation is attached as Appendix 8.4(b).

Calculation and Payment. (i) Within [***] Business Days after the end of each calendar quarter beginning with Calendar Quarter, Gilead shall provide to Assembly a statement setting forth good faith estimates of the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, AUS shall report to the Finance Officers its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization R&D Costs incurred by it in such calendar quarter Gilead or its Affiliates for each Product. Each such report shall specify Profit-Share Program, in reasonable detail all deductions allowed each case, reported in the calculation of such Net Sales and all expenses included Dollars as determined in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or accordance with respect to which documentation is otherwise reasonably requested shall be promptly providedSection 12.15. Within [***] Business Days after receipt the end of each Calendar Quarter, Gilead shall provide to Assembly an R&D Payment Report (in electronic form) in respect of such reportsCalendar Quarter, showing the Finance Officers R&D Costs incurred by Gilead or its Affiliates for each Profit-Share Program, and for any then-ongoing Clinical Trials being conducted with respect to the Optioned Programs until the completion of such Clinical Trials. In such report Gilead shall confer and agree upon in writing a consolidated financial statement setting forth show its calculations of the Operating Profit amount of the Quarterly R&D Payment or Operating Loss any other payments to be made by the Parties hereunder for such calendar quarter for such Product Calendar Quarter as contemplated in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. this Section 12.11. (ii) Within [***] Business Days after days following delivery of the R&D Payment Report, Gilead shall invoice Assembly for the Quarterly R&D Payment amount as set forth in such R&D Payment Report. Assembly shall pay it not later than [***] Business Day conferral perioddays following receipt thereof; provided that, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [***] Business Days days after the date on which Medivation Assembly and AUSGilead, using reasonable, good faith efforts, resolve the dispute. In addition. (iii) If Gilead elects to use or uses, in performing Research and Development under an Optioned Program, any data, information or materials generated by or on behalf of Assembly or any of its Affiliates in performing Assembly At-Risk Activities: (A) in the case of an Optioned Program that is a Profit-Share Program, the applicable R&D Payment Report and corresponding Quarterly R&D Payment amount shall be adjusted to account for Gilead’s [***] share of the R&D Costs incurred by or on behalf of Assembly or its Affiliates in performing such Assembly At-Risk Activities, provided that Assembly provides Gilead with a report of such R&D Costs (in electronic form) within [***] Business Days after the end of the applicable Calendar Quarter in which such R&D Costs were incurred and (B) in the case of an Optioned Program that is not a Profit-Share Program, Gilead shall [***] for such R&D Costs within [***] days following receipt of a report of such R&D Costs (in electronic form) and an invoice therefor. (iv) The Parties will further work together and reasonably take into account the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by internal and external reporting requirements and timelines of the other Party for sharing financial information in order (A) when preparing reports pursuant to permit each Party this ARTICLE XI to close its books periodically in a timely manner. For the avoidance of doubtother Party, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs(B) during any other planning-related exercise.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared TerritoryCalendar Quarter, AUS each Party shall report to the Finance Officers its applicable JMC the Net SalesSales for any sales it booked for each Joint Product in the applicable Profit Share Territory in such Calendar Quarter, and Medivation and AUS shall each report to as well as the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it for such Joint Product in such calendar quarter for each ProductProfit Share Territory in such Calendar Quarter. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [***] Business Days days after receipt of such reports, the Finance Officers such JMC shall confer and agree upon in writing provide a consolidated financial statement setting forth forth: (i) the Operating Profit or Operating Loss for each such calendar quarter for such Joint Product in the Shared applicable Profit Share Territory and calculating each Party’s share of such Operating Profit or Operating Loss for such Joint Product for such Calendar Quarter; (ii) the Operating Profit (or Loss. Within [*] Business Days after ) for all Joint Products during such [*] Business Day conferral periodCalendar Quarter, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the aggregate Net Sales invoiced received by AUS each Party for all Joint Products during such Calendar Quarter, and the Joint Development Costs, Joint Medical Affairs Costs, and Joint aggregate Commercialization Costs incurred by Medivation each Party for all Joint Products during such Calendar Quarter; and AUS (iii) the amount of reconciliation payment owed by one Party to the other Party, if any, to achieve the appropriate allocation of Operating Profit (or Loss) for all Joint Products for such Calendar Quarter provided for herein. The Party owing the other Party a reconciliation payment under subsection (iii) above shall pay to the other Party such reconciliation amount within [***] days after receiving such consolidated financial statement from the JMC. An example of such financial statement is set forth on Schedule 11.3(b) . For clarity, any pre-launch Commercialization costs already reimbursed in connection with respect to such Product the exercise of a Party’s EOP3 Opt-In as set forth in such calendar quarter; provided, however, that in the event of any disagreement with respect to Section 5.6(e) shall be excluded from the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost Operating Profit or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization CostsOperating Loss.

Calculation and Payment. (i) Within [***] Business Days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which Gilead provides Assembly with the First Commercial Sale Commercialization portion of the Profit-Share Plan and Budget with respect to a Product occurs in the Shared TerritoryProfit-Share Product, AUS each Party shall report provide to the finance officer designated by the other Party (each, a “Finance Officers its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify Officer”) in reasonable detail all deductions allowed in the calculation of such its Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested any Allowable Expenses incurred by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [*] Business Days after receipt on behalf of such reports, the Party. (ii) The Finance Officers shall review and discuss each Party’s Allowable Expenses. The Finance Officers shall confer and agree upon in writing on a consolidated financial statement (the “Profit Payment Report”) setting forth the Operating Profit or Operating Loss for such calendar quarter Calendar Quarter for such each applicable Profit-Share Product in the Shared Profit-Share Territory based on the numbers reported by the Parties and calculating each Party’s share of such Operating Profit or Operating Loss. Within Loss and the Quarterly Profit True-Up amount in accordance with this Section 12.12 and any relevant terms set forth in the respective Co-Promotion Agreement(s), if any, within [***] Business Days after such receipt of the reports from each Party. (iii) Within [***] Business Day conferral perioddays following delivery of the Profit Payment Report, Medivation or AUS, the Party that is owed the Quarterly Profit True-Up payment based on the calculations in the Profit Payment Report shall invoice the other Party for the Quarterly Profit True-Up amount as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product set forth in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of Profit Payment Report. The Party receiving such payment, any undisputed portion of such payment invoice shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within pay it not later than [***] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, days following the Effective Date, each receipt thereof. (iv) Each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Coststhe Allowable Expenses for the Profit-Share Territory, even if such costs cost or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Coststhe Allowable Expenses for the Profit-Share Territory.

Calculation and Payment. (i) Within [***] Business Days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of JCC approves the Commercialization Plan and Budget with respect to a Product occurs in the Shared TerritoryJoint Product, AUS each Party shall report provide to the finance officer designated by the other Party (each, a “Finance Officers its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify Officer”) in reasonable detail all deductions allowed in the calculation of such its Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, any Allowable Expenses incurred by or on behalf of such Party; provided that Allowable Expenses incurred prior to the approval of the Commercialization Plan and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or Budget with respect to which documentation is otherwise reasonably requested such Joint Product shall be promptly provided. Within [*] Business Days after receipt deemed to have been incurred or received in the same Calendar Quarter of such reports, approval. Any subsequent adjustments made to the figures reported by each Party pursuant to the foregoing sentence will be reflected in the next quarter’s profit share calculation and invoice. (ii) The Finance Officers shall compare each Party’s Allowable Expenses against the budget for the applicable activities assigned to such Party in the Commercialization Plan and Budget and Medical Affairs Plan and Budget. The Finance Officers shall confer and agree upon in writing on a consolidated financial statement (the “Profit Payment Report”) setting forth the Operating Profit or Operating Loss for such calendar quarter Calendar Quarter for such each applicable Joint Product in the Shared Territory based on the numbers reported by the Parties and calculating each Party’s share of such Operating Profit or Operating Loss. Within Loss and the Quarterly Profit True-Up amount in accordance with this Section 9.11 and ARTICLE VI and any relevant terms set forth in the respective Co-Promotion Agreement(s), if any, within [***] Business Days after such receipt of the reports from each Party. (iii) Within [***] Business Day conferral perioddays following delivery of the Profit Payment Report, Medivation or AUS, the Party that is owed the Quarterly Profit True-Up payment based on the calculations in the Profit Payment Report shall invoice the other Party for the Quarterly Profit True-Up amount as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product set forth in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of Profit Payment Report. The Party receiving such payment, any undisputed portion of such payment invoice shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within pay it not later than [***] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, days following the Effective Date, each receipt thereof. (iv) Each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Coststhe Allowable Expenses for the Shared Territory, even if such costs cost or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Coststhe Allowable Expenses for the Shared Territory.

Calculation and Payment. Within [**] after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, AUS each Party shall report to a finance officer designated by Arvinas and a finance officer designated by Pfizer (the “Finance Officers Officers”) an estimate of its Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Manufacturing Costs, Joint Medical Affairs Commercialization Costs and Joint Commercialization Medical Affairs Costs incurred by it in such calendar quarter Calendar Quarter for each Productthe Licensed Product in the Shared Territory. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation or AUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [**] Business Days after following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of its Net Sales, Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs. Within [**] of receipt of such reportsfinal report, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit Net Profits or Operating Loss Losses for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit Net Profits or Operating LossLosses. Within [**] Business Days after such [**] Business Day conferral period, Medivation Arvinas or AUSPfizer, as applicable, shall make a reconciliation payment to AUS Arvinas or Medivation Pfizer respectively, as applicable, so that each of Medivation Arvinas and AUS Pfizer has been compensated for its respective share of such Operating ProfitsNet Profits or Losses incurred by each Party, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS each Party with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [**] Business Days after the date on which Medivation Arvinas and AUSPfizer, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. (i) Following the exercise by Proteovant of its Opt-In Right with respect to an Opt-In Target Program, within [***] during the Opt-In Term for such Opt-In Target Program, (A) each Party will report to a finance officer designated by Blueprint and a finance officer designated by Proteovant (the “Finance Officers”) a detailed, activity-based statement of its Shared Development Costs incurred in such [***], including, without limitation, [***] included in the Shared Development Costs (each a “Development Cost Report”) and (B) each Party will provide the Finance Representatives with a detailed, activity-based statement of its Shared Commercialization Costs, including, without limitation, [***] included in the Shared Commercialization Costs (each a “Commercial Cost Report,” and together with the Development Cost Reports, the “Cost Reports”), which will include a breakdown of the sub-categories of Shared Commercialization Costs, in each case to the extent incurred in such [***] (or [***] estimate of any portions thereof where actuals are not known as of such time) and directly allocable to the Development or Commercialization of such Opt-In Target Program, as well as details of any adjustments to be made to the amounts submitted in the previous [***] in previous Cost Reports. It is the intention of the Parties to interpret each of Shared Development Costs and Shared Commercialization Costs in accordance with Accounting Standards. [***] For reconciliation, billing and reporting hereunder, any costs included in the Costs Report incurred in a currency other than Dollars will be converted into Dollars in accordance with Section 11.11 below. (ii) Concurrently with the Cost Reports, Blueprint will provide Proteovant and the JCC with a report setting forth Blueprint’s [***] Net Sales and Fully-Burdened Manufacturing Costs for such Opt-In Product in the Opt-In Territory during such [***]. (iii) Within [***] after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory[***], AUS shall report each Party will provide to the Finance Officers its a written, non-binding, preliminary report that will set forth, in a format to be mutually agreed by the Parties promptly following Proteovant’s first exercise of an Opt-In Right with respect to an Opt-In Compound, such Party’s [***] estimate of: (A) the amounts and information that will be set forward in such Party’s Cost Reports for such [***]; and (B) in the case of Blueprint, the aggregate Net SalesSales and Fully-Burdened Manufacturing Costs of Opt-In Products in the Opt-In Territory. Within [***] after the end of each [***] and following receipt of Proteovant’s Cost Report, and Medivation and AUS shall each report Blueprint will provide to the Finance Officers its Joint with Operating Profits or Losses in the Opt-In Territory for such [***]. (iv) In addition to the preliminary reports to be provided by each Party in accordance with Section 11.8(c)(iii) above, within [***] after the end of each [***], the Finance Officers will provide the JSC a written report (the “Reconciliation Report”) setting forth, in a format to be mutually agreed by the Parties promptly following Proteovant’s first exercise of an Opt-In Right with respect to each Opt-In Target Program, the calculations of (A) the aggregate Shared Development Costs for such Calendar Quarter and each Party’s share of such Shared Development Costs, Joint Medical Affairs Costs and Joint (B) the aggregate Shared Commercialization Costs incurred by it in for such calendar quarter for [***], if any, and each Product. Each such report shall specify in reasonable detail all deductions allowed in the calculation Party’s share of such Net Sales and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, and Joint Shared Commercialization Costs, and(C) the aggregate Net Sales of Opt-In Products in the Opt-In Territory, (D) Operating Profits or Losses in the Opt-In Territory for such [***], if any, and (E) the net payment due from one Party to the other Party in accordance with the sharing percentages set forth in Section 11.8(a). Any net payment owed from one Party to the other Party will be paid within [***] following receipt of an invoice from such owed Party; provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount will be reviewed by the JDC (with respect to Shared Development Costs) or JCC (with respect to Shared Commercialization Costs or Net Sales), as applicable, and any net payment owed with respect to the undisputed amounts will be paid within such [***] period (and the disputed amount, if determined to be owed, will be paid within [***] of resolution of the dispute); provided, further, that such dispute will not be subject to the final decision-making authority of the JSC, but will be resolved in accordance with Section 11.13 (by the audit report prepared by the independent public accounting firm commissioned to conduct the applicable audit by the disputing Party). If requested by Medivation Proteovant or AUSBlueprint, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect related to which documentation is otherwise reasonably requested shall cost sharing in the Opt-In Territory will be promptly provided. Within [*] Business Days after receipt of , unless such reports, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit invoices or Operating Loss for other supporting documentation have been previously provided to an auditor designated by such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid requesting Party in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within Section 11.13. (v) [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs**].

Calculation and Payment. Within [*] days after the end of each calendar quarter beginning Calendar Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with a detailed, activity-based statement of its Joint Development Costs (the “Joint Development Cost Report”) and a detailed, activity-based statement of its Joint Commercialization Costs (or in each case an estimate of any portions thereof where actuals are not known as of such time) (together with the calendar quarter Joint Development Cost Report, the “Joint Cost Reports”) as well as details of any adjustments to be made to the amounts submitted in which the First Commercial Sale previous Calendar Quarter in a format to be agreed-upon by the JCC and JDC, as applicable. Within [*] days after the end of the Calendar Quarter, Partner shall provide Medivation and the JSC with a Product occurs written report (the “Reconciliation Report”) setting forth in a format to be agreed-upon by the Parties promptly after the Effective Date, the calculations of any Operating Profit or Operating Loss in the Shared Territory, AUS Territory and each Party’s share of such Operating Profit or Operating Loss. Such Reconciliation Report shall report to include for such Calendar Quarter in the Finance Officers its Net Sales, and case of Medivation and AUS shall each report to corresponding Partner Quarter in the Finance Officers its Joint Development Costscase of Partner, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify the (i) total Net Sales (including in reasonable detail all the deductions allowed in the calculation of such Net Sales and all expenses included in Sales), (ii) total Joint Development CostsCosts and total Joint Commercialization Costs incurred by each Party, (iii) total aggregate Joint Medical Affairs CostsDevelopment Costs and total aggregate Joint Commercialization Costs and each Party’s respective share thereof, and (iv) the net payment due from one Party to the other Party in accordance with this Section 8.2(a). Any net payment owed from one Party to the other Party shall be paid within [*] days following such reconciliation (i.e. within [*] days after the end of the Calendar Quarter) provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Joint Development Cost), JCC (with respect to a Joint Commercialization CostsCost) or JSC (with respect to Net Sales), andas applicable, if and any net payment owed with respect to the undisputed amounts shall be paid within such [*] period. If requested by Medivation or AUSPartner, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [*[ * ] Business Days after receipt of such reports= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral periodMARKED BY BRACKETS, Medivation or AUSHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization CostsAS AMENDED.

Calculation and Payment. Within [***] after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs Calendar Quarter, or Pfizer Quarter in the Shared Territorycase of Pfizer, AUS each Party shall report provide the other Party and the JSC with a detailed, activity-based statement of its Commercialization Costs (or in each case an estimate of any portions thereof where actuals are not known as of such time) (the “Joint Cost Reports”) as well as details of any adjustments to be made to the Finance Officers its amounts submitted in the previous Calendar Quarter, or Pfizer Quarter in the case of Pfizer, in a format to be agreed-upon by the JSC. Within [***] after the end of the Pfizer Quarter, Pfizer shall provide eFFECTOR and the JSC with a written report (the “Reconciliation Report”) setting forth in a format to be agreed-upon by the Parties, the calculations of any Operating Profit (or loss) in the U.S. and each Party’s share of such Operating Profit. Such Reconciliation Report shall include for such Pfizer Quarter, the (i) total Net Sales, and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report shall specify Sales (including in reasonable detail all the deductions allowed in the calculation of such Net Sales Sales), (ii) total Commercialization Costs incurred by each Party, (iii) the calculation of Net Operating Profit (or loss) and all expenses included in Joint Development Costs, Joint Medical Affairs Costseach Party’s respective share thereof, and Joint Commercialization Costs(iv) the net payment due from one Party to the other Party in accordance with this Section 3.6. Any net payment owed from one Party to the other Party shall be paid within [***] following receipt of such Reconciliation Report (i.e. within [***] after the end of the Pfizer Quarter) provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JSC, and, if and any net payment owed with respect to the undisputed amounts shall be paid within such [***] period. If requested by Medivation eFFECTOR or AUSPfizer, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested Dollars ($[***]) shall be promptly provided. Within [*] Business Days after receipt of such reports, the Finance Officers shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [*] Business Days after such [*] Business Day conferral period, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [*] Business Days after the date on which Medivation and AUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. (i) Within [***] Business Days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared TerritoryCalendar Quarter, AUS each Party shall report provide to the Finance Officers its Net Sales, other Party a report in reasonable detail of any Research and Medivation and AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it such Party in such calendar quarter Calendar Quarter for each ProductJoint Program, and for any Tail Period Clinical Trials. Each such report Such Research and Development Costs so reported shall specify in reasonable detail all deductions allowed in be used for the calculation of such Net Sales the 50/50 split for the Research and all expenses included in Joint Development Costs, Joint Medical Affairs Costs, Costs (and Joint Commercialization Costs, and, if requested by Medivation or AUSfor clarity, any invoices or other supporting documentation for any payments adjustments made to a Third Party that individually exceed such reported amounts shall be taken in the Calendar Quarter in which such adjustments are recorded). (ii) Within [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. Within [**] Business Days after receipt following the Parties’ exchange of the Research and Development Costs reports pursuant to Section 9.10(b)(i), Gilead shall provide Arcus an R&D Payment Report (in electronic form) in respect of such reportsCalendar Quarter, combining the Finance Officers shall confer information reported by each Party pursuant to this Section 9.10(b) and agree upon in writing a consolidated financial statement setting forth showing its calculations of the Operating Profit amount of the Quarterly R&D True-Up payment or Operating Loss any other payments to be made by the Parties hereunder for such calendar quarter for such Product Calendar Quarter as contemplated in the Shared Territory this Section 9.10 and calculating each Party’s share of such Operating Profit or Operating Loss. Section 9.12. (iii) Within [***] Business Days after days following delivery of the R&D Payment Report, the Party that is owed the Quarterly R&D True-Up payment based on the calculations in the R&D Payment Report shall invoice the other Party for the Quarterly R&D True-Up amount as set forth in such R&D Payment Report. The Party receiving such invoice shall pay it not later than [***] Business Day conferral perioddays following receipt thereof; provided that, Medivation or AUS, as applicable, shall make a payment to AUS or Medivation respectively, as applicable, so that each of Medivation and AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by AUS and the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [***] Business Days days after the date on which Medivation Arcus and AUSGilead, using reasonable, good faith efforts, resolve the dispute. In addition, following . (iv) The Parties will further work together and reasonably take into account the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by internal and external reporting requirements and timelines of the other Party for sharing financial information in order (A) when preparing reports pursuant to permit each Party this ARTICLE IX to close its books periodically in a timely manner. For the avoidance of doubtother Party, no cost or expense shall be counted more than once in calculating Joint Development Costs(B) when aligning the respective R&D Plan and Budget, Joint Commercialization Plan and Budget, Global Manufacturing Plan and Budget and Medical Affairs Costs Plan and Joint Commercialization Costs, even if such costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs Budget for each Optioned Program and Joint Commercialization CostsThird Party License Payments and (C) during any other planning-related exercise.