PAYMENT OF PROFIT. In the event that the Alternative Transaction Consideration received or receivable in an Alternative Disposition is solely cash or cash equivalents, each Stockholder shall pay all amounts due and owing by it pursuant to this Article V within three business days after receipt of any such consideration. In the event that the Alternative Transaction Consideration received or receivable in an Alternative Disposition is other than cash or cash equivalents, Parent shall make available to each Stockholder a loan for payment of the amounts due and owing pursuant to this Article V. In the event that the Alternative Transaction Consideration received or receivable in an Alternative Disposition is in a combination of cash or cash equivalents and consideration other than cash or cash equivalents, then each Stockholder shall pay all amounts due and owing by it pursuant to this Article V within three business days after receipt of any such consideration to the extent of the cash or cash equivalents received and, to the extent that such cash or cash equivalents are insufficient to cover the amounts due and owing pursuant to this Article V, Parent shall make available to each Stockholder a loan for the shortfall. In the event loans from Parent are required hereunder, Parent and each Stockholder shall agree on the terms and conditions of such loan which terms and conditions shall include the following: (i) each loan shall bear interest at the rate of ten percent (10%) per annum and (ii) each loan shall be secured by a the grant of a security interest in or pledge of the Alternative Transaction Consideration received or receivable in an Alternative Disposition. Subject to the foregoing, Parent and each Stockholder shall agree on any other terms and conditions of any such loan, including the maturity date thereof (which shall in any event be no later than six months following the closing of the Alternative Disposition). If the parties do not reach agreement on any such additional loan terms within fifteen days of the closing of the Alternative Disposition and Parent shall have negotiated such terms in good faith, all amounts due pursuant to this Article V shall be paid within sixty days of the closing of the Alternative Disposition.
PAYMENT OF PROFIT. For each Calendar Quarter, Sanofi or Licensors, as applicable, shall make any payment of Profit or Loss as determined pursuant to Section 1 no later than fifteen (15) days following Sanofi’s delivery of the Profit/Loss Statement for such Calendar Quarter (the “Payment Date”). The Licensors shall be jointly and severally liable for payment of any such Loss. Payments of Profit or reimbursements of Loss made by one Party to the other after the Payment Date shall accrue interest from the applicable Payment Date at a rate per quarter of two point zero six percent (2.06%) (equivalent to eight point five percent (8.5%) annually) until such outstanding amounts are paid to the applicable Party. If MannKind disputes an amount provided in the Profit/Loss Statement, then such disputed amount shall be reviewed by the JAC and any payment owed with respect to the undisputed amounts in the Profit/Loss Statement shall be paid within fifteen (15) days following Sanofi’s delivery of such Profit/Loss Statement.
