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 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.. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Calculation and Payment. Within [*] after Interest on the end Loans shall be calculated on the basis of a three hundred sixty-five (365) day year for the actual number of days elapsed. The date of payment of any Loan or interest on any Loan shall be excluded from the calculation of interest. Interest accruing on each Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter beginning with commencing on June 30, 2008; (ii) the calendar quarter prepayment of such Loan (or a portion thereof); and (iii) the Maturity Date. Such interest may be paid in which cash or, at the First Commercial Sale option of a Product occurs Borrower, interest may be paid in kind by adding the Shared Territory, AUS shall report amount of such interest to the Finance Officers its Net Salesprincipal amount of each Loan (each Lender’s Loan to be ratably increased) on the applicable interest payment date, and Medivation and AUS shall each report which will accrue interest pursuant 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 Section 1.2(a) 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 AUSSection 1.2(c), as applicable, shall make a payment and issuing to AUS or Medivation respectively, as applicable, so that each Lender (i) an additional note in the amount of Medivation and AUS has been compensated for its respective share the ratable increase of such Operating ProfitsLender’s Loan in substantially the form attached as Exhibit 1.2(b)-1 (each, or has borne its respective share of such Operating Loss, an “Additional Note”) and (ii) an additional warrant substantially in the form attached as applicable, after giving effect Exhibit 1.2(b)-2 to purchase up to the Net Sales invoiced number of shares of Common Stock obtained by AUS and dividing the Joint Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation and AUS with respect to such Product amount of the ratable increase in such calendar quarter; providedLender’s Loan by 0.14 (each, however, that in an “Additional Warrant”). In the event of any disagreement with respect that interest is not timely paid pursuant to this Section 1.2(b) on the calculation of applicable interest payment date, such payment, any undisputed portion of such interest payment shall be paid in accordance kind and shall be added to the principal amount of each respective Lender’s Loan no later than the Business Day following the applicable interest payment date, and the Borrower shall issue the applicable Additional Notes and Additional Warrants as provided herein. Borrower shall, in connection with the foregoing timetable issuance of Additional Warrants pursuant hereto, take all actions (including the reservation of shares of Common Stock) required pursuant to the terms of such Additional Warrants. Notwithstanding the foregoing, Borrower shall not have an option to pay interest in kind in the event that Borrower does not have sufficient authorized, unissued 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 unreserved Common Stock to fully reserve shares of Common Stock 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 issuance upon exercise of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization CostsAdditional Warrants or is otherwise unable to comply with the terms of the Additional Warrants.

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. (a) Within [*] days after the end of each calendar quarter Quarter beginning with the calendar quarter first Quarter in which the First Commercial Sale of a Product occurs in the Shared Territoryeither Development Costs or Allowable Expenses are incurred, AUS each Party shall report to the Finance Officers JFT its Net SalesSales and Sublicensing Revenue in the Major Markets, as well as its Allowable Expenses 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 shall, as applicable, specify in reasonable detail all deductions allowed in the calculation of such Net Sales Sales, documentation supporting its receipts of such Sublicensing Revenue, and all expenses or costs included in Joint Allowable Expenses or Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Medivation Genmab or AUSSGI, any invoices or other supporting documentation for any payments to a Third Party that constitute Allowable Expenses or Development Costs and that individually exceed [*] or with respect to which documentation is otherwise reasonably requested shall be promptly provided. In addition, each such report shall specify the amount of gross sales of Product for the Quarter and the amount offset from gross sales to Net Sales by category for the Quarter. Within [*] Business Days after receipt of such reports, the Finance Officers JFT shall confer and agree upon in writing on a consolidated financial statement setting forth the Operating Profit or Operating Net Profit/Net Loss for such calendar quarter Quarter for such the Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Net Profit/Net Loss. (b) Within [*] Business Days after such the Parties (through the JFT) have reconciled the reports delivered under Section 5.1.2(a) for each Quarter, the Party who will receive payment shall issue to the other Party an invoice for the agreed amount and the other Party shall, within [*] Business Day conferral periodDays of such invoice, Medivation or AUS, as applicable, shall make a payment to AUS SGI or Medivation respectivelyGenmab, as applicable, so that each of Medivation Genmab and AUS SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Net Profit/Net Loss, as applicable, after giving effect to the (i) Net Sales invoiced by AUS and Sublicensing Revenue received for the Joint Major Markets as well as Allowable Expenses and Development Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Medivation SGI, and AUS with respect (ii) Net Sales invoiced and Sublicensing Revenue received for the Major Markets, as well as Allowable Expenses and Development Costs incurred by Genmab, to such Product in such calendar quartereffect the intent of Section 5.1.1; 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 Genmab and AUSSGI, using good faith efforts, resolve the disputedispute or such dispute is resolved pursuant to a dispute resolution mechanism under this Agreement. (c) In addition, following the Effective Datefor planning purposes, each Party shall consider in good faith other reasonable procedures proposed by report to the other Party for sharing financial information in order to permit and the JFT within [*] Business Days after the end of each Party to close its books periodically in a timely manner. For calendar month following 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 first Launch of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.Product in its Party Major Market(s) its estimated Net Sales (including the

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. 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.