Payment Reports; Payments Clause Samples

Payment Reports; Payments. Within [*] Business Days after the end of each Calendar Quarter commencing upon the earlier of the first Calendar Quarter in which Licensee or its Affiliates receive any Sublicensing Revenue or the First Commercial Sale of a Licensed Product, Licensee will submit to Licensor [*] setting forth [*] of [*] and [*] and the [*], in each case, during such Calendar Quarter, in order for [*]. Each Party stipulates and agrees that [*] are [*] and neither Party will be [*], to the extent Licensee complies with the previous sentence. Within [*] following the end of each Calendar Quarter commencing upon the earlier of the first Calendar Quarter in which Licensee or its Affiliates receive any Sublicensing Revenue or the First Commercial Sale of a Licensed Product, Licensee will provide Licensor with a written report in respect of such Calendar Quarter, which report (each, a “Payment Report”) will include for such Calendar Quarter, on a Licensed Product-by-Licensed Product and country-by-country basis, (a) the Sublicensing Revenue paid or payable to or received by Licensee or its Affiliates, (b) the amount of gross sales (in U.S. dollars) of Licensed Products sold by Licensee and its Affiliates and Sublicensees, (c) [*] calculation of Net Sales showing [*] (d) a calculation of the Royalty payment due on such sales by Licensee and its Affiliates and Sublicensees, (e) an accounting of [*], (f) the calculation and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. application of the reductions, if any, made pursuant to Section 5.5.3 (Royalty Reductions), and (g) [*]. Concurrently with each Payment Report, Licensee will pay all amounts due to Licensor pursuant to Section 5.5 (Royalty Payments) and Section 5.6 (Income from Sublicensee) and set forth in such Payment Reports for such Calendar Quarter. Each Payment Report will be the Confidential Information of each Party.