Earnout Calculation and Payment Sample Clauses

Earnout Calculation and Payment. The Earnout associated with any Earnout Period shall be payable within sixty (60) days after the end of such Earnout Period based on Imagent Revenue attributable to such Earnout Period, as adjusted for any Schering License payments. The Buyer shall provide the Seller with a report (an "Earnout Report") summarizing the Imagent Revenue during such Earnout Period on a country-by-country basis and the Schering License payments, if any (an "Earnout Calculation"), for each Earnout Period within sixty (60) days after the end of such Earnout Period. Each Earnout Report shall include the number of units sold and shipped, the purchasers thereof and the deductions taken in determining the Imagent Revenue reported thereon, which deductions may be aggregated by category. All amounts in each Earnout Report shall be in U.S. dollars and, if applicable, shall set forth the exchange rate used (which shall be determined on the same basis as the Buyer uses in connection with the preparation of its annual financial statements, or, if the Buyer does not make such calculations, on the basis of the average of the daily noon buying rates in New York City for cable transfers in U.S. dollars during the relevant period as certified for customs purposes by the Federal Reserve Bank of New York).