Net Sales Reporting. (a) Purchaser shall, on behalf of itself and the other Payment Obligors to, (i) within 60 days following the date of the First Commercial Sale of a Product by or on behalf of any Payment Obligor in the Territory and within 60 days following the first day of each Calendar Year thereafter, provide to Seller an annual budget setting forth a good faith estimate of the estimated Net Sales of the Products for such Calendar Year, together with information and documentation reasonably supporting the calculations thereof if requested by Seller (for the avoidance of doubt, neither Purchaser nor any Payment Obligor shall be deemed to have made any representation, warranty or agreement with respect to any such budget or the amount of Net Sales that shall be achieved in such Calendar Year), and (ii) within 60 days after the end of the Calendar Year in which the First Commercial Sale of a Product occurs and within 60 days after the end of each Calendar Year thereafter, deliver to Seller a report (each, a “Net Sales Report”) setting out, in reasonable detail, (A) the aggregate gross amount invoiced by Payment Obligors for the sale of Products, (B) Net Sales, (C) a description (including amounts) of all deductions used to calculate Net Sales and the calculation thereof (with amounts deducted from the aggregate gross amount invoiced set out by subclause of the definition of “Net Sales”), (D) the amount of the Milestone Payments due on such Net Sales (if any), in each case ((A), (B) and (C)), in each applicable country in the Territory during the applicable period (including such amounts expressed in local currency and as converted to United States dollars in accordance with Section 1.04). The Net Sales Report for each Calendar Year also shall detail the amount, if any, of Services Fees and Out-of-Pocket Costs (each as defined in the Transition Services Agreement) actually reimbursed to Seller under the Transition Services Agreement in excess of the Aggregate Expense Amount (as defined in the Transition Services Agreement) that have not previously been deducted from Milestone Payments pursuant to Section 1.02(a) and the aggregate amount of such Services Fees and Out-of-Pocket Costs to be deducted from the Milestone Payment to be made for such Calendar Year (if any).
Net Sales Reporting. Without limiting the generality of Section 8.3.2 (Reporting Generally) or Section 8.7.6 (Royalty Reporting), within [***] days after the end of each Calendar Quarter, beginning with the first Calendar Quarter in which the First Commercial Sale of such Licensed Product occurs, GSK shall provide the Financial Working Group with a report of the Net Sales for the preceding Calendar Quarter on a Licensed Product-by-Licensed Product for the Profit-Sharing Territory. The Financial Working Group may agree from time-to-time on the form and level of detail of such report.
Net Sales Reporting. (i) Purchaser shall, within 90 days following the date of the first calendar year following the date hereof, and within 90 days following each calendar year thereafter, provide to Seller a report (each, a “Net Sales Report”) setting forth, in reasonable detail, the Annual Net Sales of AL102 for each such calendar year, calculated in accordance with the definition of “Net Sales” as set forth herein; provided that Purchaser’s obligation to prepare a Net Sales Report shall terminate automatically upon payment of the Net Sales Milestone Payment under this Agreement or the CVR Agreement, as applicable.
Net Sales Reporting. Following the first sale of a Product in any country and thereafter with respect to all sales of Products prior to the Milestone Termination Date, Purchaser shall provide Seller Representative a statement within [***] of the end of each applicable [***] stating (as applicable) the aggregate Net Sales of each Product (and indicating whether each Product is an [***] or an [***] sold during the relevant [***] by any Selling Entity (including descriptions and amounts of the amounts deducted from gross sales to calculate Net Sales).
Net Sales Reporting. (a) Buyer shall (i) 30 days following the beginning of each Calendar Year, commencing with the Calendar Year in which Loss of Exclusivity occurs, provide to Seller Buyer’s good faith estimate of Net Sales of the Products for such Calendar Year, (ii) within five Business Days after the end of each Calendar Year, commencing with the Calendar Year in which Loss of Exclusivity occurs, provide to Seller Buyer’s good faith estimate of Net Sales of the Products for such prior Calendar Year taking into account all deductions permitted by the definition of “Net Sales”, and (iii) within 45 days after the end of each Calendar Year, commencing with the Calendar Year in which Loss of Exclusivity occurs, deliver to Seller a report (each, a “Net Sales Report”) in a form reasonably acceptable to Seller setting out, on an aggregate basis and for each Product, (1) Net Sales during such prior Calendar Year, (2) taking into account all deductions permitted by the definition of “Net Sales”, an itemized calculation of Net Sales, (3) a calculation of the amount of Royalty Payments, if any, due and payable on such Net Sales for such prior Calendar Year, and (4) a reconciliation of the amounts set forth in the Net Sales Report previously delivered for the prior Calendar Year to the amounts set forth in such Net Sales Report.
Net Sales Reporting. It is understood that initial reporting of Net Sales pursuant to this Section 7.2 may be based on estimated accruals with respect to deductions from gross sales to calculate Net Sales for a Calendar Quarter and the Reconciliation Procedures will include mechanisms to reconcile in subsequent Calendar Quarters those estimated accruals based on actual amounts.
Net Sales Reporting. Without limiting the generality of Section 11.5.2 (Reporting Generally) or Section 11.7.8 (Royalty Reporting), if Mersana exercises its Profit Share Election pursuant to Section 9.1.1 (Exercise of Profit Share Election), then, within [**] following the end of each Calendar Quarter, beginning with the first Calendar Quarter in which the First Commercial Sale of such Licensed Product in the Shared Territory occurs, GSK shall provide the Financial Working Group with a report of the Net Sales for the preceding Calendar Quarter on a Licensed Product-by-Licensed Product for the Shared Territory.
Net Sales Reporting. Without limiting the generality of Section 9.4.1(a), within [***] after the end of each [***], GSK shall provide the Financial Working Group with a report of the Net Sales for the preceding [***].
Net Sales Reporting. Within [***] days after the end of each Calendar Quarter, GSK shall provide the Financial Working Group with a report of the Net Sales for such Calendar Quarter on a Licensed Product-by-Licensed Product basis in the Profit-Sharing Territory in the same format as provided in Section 7.12.6 of the Agreement; provided that a preliminary estimate of the Net Sales for the Calendar Quarter, in a format agreed by the Financial Working Group, shall be provided by GSK within [***] days following the end of the Calendar Quarter for purposes of financial statement close process.
Net Sales Reporting. (a) Beginning after the Closing and continuing until the earlier of (i) the time at which Buyer has paid to Seller Parent the maximum amount of Milestone Payments that Seller Parent is eligible to receive pursuant to Section 2.6(a)(iii), or (ii) the end of the last calendar year during which Seller Parent is eligible to receive a Milestone Payment in respect of either Cleviprex or Kengreal, Buyer shall provide to Seller Parent a statement (the “Net Sales Statement”) within thirty (30) days of the end of the first and second halves of each calendar year, showing in reasonably specific detail for such period and, for the Net Sales Statement delivered in respect of the second half of a calendar year, for the period comprising such period and the immediately preceding period (i) the amount of Net Sales for each of Cleviprex or Kengreal, (ii) taking into account all appropriate deductions, an itemized calculation of Net Sales for each of Cleviprex or Kengreal and (iii) for Net Sales Statements delivered in respect of the second half of any calendar year, the amount of the Milestone Payments due to Seller Parent pursuant to Section 2.6(a)(iii), if any.
