Common use of Royalty Payments and Reports Clause in Contracts

Royalty Payments and Reports. Within [***] after the end of each month during which Licensed Products are sold pursuant to this Agreement, Corregidor will deliver to Alkermes a report setting forth Corregidor’s good faith estimate of the following for the Territory in the aggregate: (i) the amount of gross sales of Licensed Products during such month, (ii) the number of units and dosage strengths of Licensed Products sold during such month, (iii) the amount of Net Sales of Licensed Products sold during such month; (iv) the currency conversion rates used during such month, and (v) the Dollar-equivalent of Net Sales during such month. In addition, within [***] after the end of each Calendar Quarter for which Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2, Corregidor will deliver to Alkermes a true and accurate report providing in reasonable detail an accounting of all Net Sales made in the Territory during such Calendar Quarter (each a “Quarterly Sales Report”), including, on an country-by-country basis and for the Territory in the aggregate: (A) the amount of gross sales of Licensed Products during such Calendar Quarter, (B) the number of units and dosage strengths of Licensed Products sold during such Calendar Quarter, (C) the amount of Net Sales of Licensed Products sold during such Calendar Quarter, (D) the currency conversion rates used during such Calendar Quarter, (E) the Dollar-equivalent of such Net Sales during such Calendar Quarter, and (F) a calculation of the amount of the Royalty payment due on such Net Sales for THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY such Calendar Quarter. Notwithstanding the foregoing, such Calendar Quarter report may include a reasonable estimate of this information for Net Sales by Corregidor’s Collaboration Partners rather than a true and correct report thereof. Within [***]after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Net Sales as described in such report. If necessary, after receipt of information on Net Sales of Corregidor’s Collaboration Partners that is inconsistent with any estimated information previously disclosed to Corregidor, Corregidor shall make any necessary reconciling payments or take any necessary reconciling credits against amounts due to Alkermes based on Net Sales by Corregidor’s Collaboration Partners, to reflect the amount actually due pursuant to Section 5.2.1 (ii). Any such reconciling payments shall be made within [***] after the end of the Calendar Quarter in which such information was received and any such reconciling credits shall be taken against amounts due to Alkermes during the next Calendar Quarter. If the Royalty payable to Alkermes is calculated on the basis of Collaboration Partner Revenue or Milestone Payments rather than Net Sales, within [***] after the end of each Calendar Quarter for which such Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2.1(ii), Corregidor will deliver to Alkermes a true and accurate report of all Collaboration Partner Revenue actually received by or on behalf of Corregidor or its Affiliates from Collaboration Partners in such Calendar Quarter, and within [***] after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Collaboration Partner Revenue or Milestone Payments as described in such report.

Royalty Payments and Reports. Within [***] after the end of each month during which Licensed Products are sold pursuant to this Agreement, Corregidor will deliver to Alkermes a report setting forth Corregidor’s good faith estimate of the following for the Territory in the aggregate: (i) the amount of gross sales of Licensed Products during such month, (ii) the number of units and dosage strengths of Licensed Products sold during such month, (iii) the amount of Net Sales of Licensed Products sold during such month; (iv) the currency conversion rates used during such month, and (v) the Dollar-equivalent of Net Sales during such month. In addition, within [***] after the end of each Calendar Quarter for which Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2, Corregidor will deliver to Alkermes a true and accurate report providing in reasonable detail an accounting of all Net Sales made in the Territory during such Calendar Quarter (each a “Quarterly Sales Report”), including, on an country-by-country basis and for the Territory in the aggregate: (A) the amount of gross sales of Licensed Products during such Calendar Quarter, (B) the number of units and dosage strengths of Licensed Products sold during such Calendar Quarter, (C) the amount of Net Sales of Licensed Products sold during such Calendar Quarter, (D) the currency conversion rates used during such Calendar Quarter, (E) the Dollar-equivalent of such Net Sales during such Calendar Quarter, and (F) a calculation of the amount of the Royalty payment due on such Net Sales for THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY such Calendar Quarter. Notwithstanding the Certain portions of this Exhibit have been omitted pursuant to a confidential treatment request. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. foregoing, such Calendar Quarter report may include a reasonable estimate of this information for Net Sales by Corregidor’s Collaboration Partners rather than a true and correct report thereof. Within [***]after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Net Sales as described in such report. If necessary, after receipt of information on Net Sales of Corregidor’s Collaboration Partners that is inconsistent with any estimated information previously disclosed to Corregidor, Corregidor shall make any necessary reconciling payments or take any necessary reconciling credits against amounts due to Alkermes based on Net Sales by Corregidor’s Collaboration Partners, to reflect the amount actually due pursuant to Section 5.2.1 (ii). Any such reconciling payments shall be made within [***] after the end of the Calendar Quarter in which such information was received and any such reconciling credits shall be taken against amounts due to Alkermes during the next Calendar Quarter. If the Royalty payable to Alkermes is calculated on the basis of Collaboration Partner Revenue or Milestone Payments rather than Net Sales, within [***] after the end of each Calendar Quarter for which such Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2.1(ii), Corregidor will deliver to Alkermes a true and accurate report of all Collaboration Partner Revenue actually received by or on behalf of Corregidor or its Affiliates from Collaboration Partners in such Calendar Quarter, and within [***] after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Collaboration Partner Revenue or Milestone Payments as described in such report.

Royalty Payments and Reports. Within Commencing with the Calendar Quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the remainder of the Term (such period, the “Reporting Period”), Licensee will provide to Company: (a) within [***] after the end of each month Calendar Quarter during which Licensed Products are sold pursuant to this Agreementthe Reporting Period, Corregidor will deliver to Alkermes a report written summary setting forth Corregidor’s good faith estimate estimates of the following for the Territory in the aggregate: (i) the amount of gross sales of Licensed Products during such month, (ii) the number of units and dosage strengths of Licensed Products sold during such month, (iii) the amount of Net Sales of Licensed Products sold during such month; (iv) the currency conversion rates used during such month, and (v) the Dollar-equivalent of Net Sales during such month. In additionCalendar Quarter and the royalties which will have accrued hereunder with respect thereto due to Company on a Licensed Product-by-Licensed Product and Region-by-Region basis during such Calendar Quarter; (b) within [***] after the end of each Calendar Quarter during the Reporting Period, either (x) refined estimates of the Net Sales and royalties abovementioned in Section 6.3(a) in writing or (y) a final written report in writing setting forth the items set forth in Section 6.3(c)(i)-(iv); and (c) only if License provided Company with refined estimates of the Net Sales and royalties abovementioned in Section 6.3(b)(x), within [***] after the end of each Calendar Quarter for which Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2, Corregidor will deliver to Alkermes during the Reporting Period a true final written report setting forth (i) the amount of the gross and accurate report providing in reasonable detail an accounting of all Net Sales made in of the Territory Licensed Product, on a Licensed Product-by-Licensed Product and Region-by-Region basis, during such Calendar Quarter (each a “Quarterly including such amounts expressed in local currency and as converted to Dollars); (ii) an itemized summary of the type and amount of permitted deductions from gross sales to determine Net Sales Report”), including, on an country-by-country basis and for the Territory as set forth in the aggregate: (A) the amount of gross sales of Licensed Products during such Calendar Quarter, (B) the number of units and dosage strengths of Licensed Products sold during such Calendar Quarter, (C) the amount definition of Net Sales and the total amount of Licensed Products sold during such Calendar Quarter, deductions; (Diii) the currency conversion applicable royalty rates used during such Calendar Quarter, (E) the Dollar-equivalent of such Net Sales during such Calendar Quarter, for each Licensed Product in each Region after applying any permitted deductions set forth in Section 6.5; and (Fiv) a calculation of the amount of the Royalty payment due on such royalties which will have accrued hereunder with respect to Net Sales due to Company with respect to such Licensed Product for THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY such Calendar Quarter. Notwithstanding For clarity, if two or more Licensed Products have achieved First Commercial Sale, the foregoingreport provided by Company pursuant to this Section 6.3 will be provided on a Licensed Product-by-Licensed Product basis. Promptly following the delivery of the applicable final quarterly report abovementioned in Section 6.3(c), Company will invoice Licensee for the royalties due to Company with respect to all Net Sales for such Calendar Quarter report may include a reasonable estimate of this information for Net Sales by Corregidor’s Collaboration Partners rather than a true and correct report thereofQuarter. Within [***]after delivery of this report to Alkermes, Corregidor Licensee will pay the reported amounts to Alkermes the Royalty payment due on Net Sales as described in such report. If necessary, after receipt of information on Net Sales of Corregidor’s Collaboration Partners that is inconsistent with any estimated information previously disclosed to Corregidor, Corregidor shall make any necessary reconciling payments or take any necessary reconciling credits against amounts due to Alkermes based on Net Sales by Corregidor’s Collaboration Partners, to reflect the amount actually due pursuant to Section 5.2.1 (ii). Any such reconciling payments shall be made Company within [***] after the end following Licensee’s receipt of the Calendar Quarter in which such information was received and any such reconciling credits shall be taken against amounts due to Alkermes during the next Calendar Quarter. If the Royalty payable to Alkermes is calculated on the basis of Collaboration Partner Revenue or Milestone Payments rather than Net Sales, within [***] after the end of each Calendar Quarter for which such Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2.1(ii), Corregidor will deliver to Alkermes a true and accurate report of all Collaboration Partner Revenue actually received by or on behalf of Corregidor or its Affiliates from Collaboration Partners in such Calendar Quarter, and within [***] after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Collaboration Partner Revenue or Milestone Payments as described in such reportinvoice.

Royalty Payments and Reports. Royalties shall be calculated by converting all applicable Net Sales into U.S. dollars (other than Net Sales with respect to sales of Licensed Products as to which CUBIST’s royalty payment obligation, as provided below in this Section 6.5, is in Euros) in accordance with the provisions of Section 6.8 below and applying the appropriate royalty percentages set forth in, or determined in accordance with, Section 6.1 or Section 6.2, as applicable. During the term of this Agreement, royalties shall be paid within [*] days after the close of each fiscal year of CUBIST, and royalty payments shall be made in the following currencies: (i) in the case that a portion of CUBIST’s royalty payment obligation is attributable to sales of Licensed Products [*], CUBIST shall make payment [*]; and (ii) in the case that a portion of CUBIST’s royalty payment obligation is attributable to sales of License Products [*], CUBIST shall make payment [*]. Within [***] after days of the end of each month during which Licensed Products are sold pursuant fiscal year of CUBIST, CUBIST shall furnish to this Agreement, Corregidor will deliver to Alkermes BIOCHEMIE a report setting forth Corregidor’s good faith estimate of the following for the Territory in the aggregateshowing: (i) the amount calculation of gross sales of Net Sales [*] for all Licensed Products [*] and that were sold in the Territory on a country-by-country basis during such monthfiscal year, (ii) the number calculation of units and dosage strengths of Licensed Products Net Sales [*] for each [*] that was sold in the Territory on a country-by-country basis during such monthfiscal year, (iii) the amount of Net Sales of Licensed Products sold royalties accrued to BIOCHEMIE pursuant to Section 6.1 and pursuant to Section 6.2 during such month; fiscal year, (iv) the currency conversion rates used during such monthamount of any credits or off-sets against royalties (if any), and (v) the Dollar-equivalent of Net Sales during such month. In addition, within [***] after the end of each Calendar Quarter for which Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2, Corregidor will deliver to Alkermes a true and accurate report providing currency exchange rates used in reasonable detail an accounting of all Net Sales made in the Territory during such Calendar Quarter (each a “Quarterly Sales Report”), including, on an country-by-country basis and for the Territory in the aggregate: (A) determining the amount of gross sales of Licensed Products during such Calendar Quarter, (B) the number of units and dosage strengths of Licensed Products sold during such Calendar Quarter, (C) the amount of Net Sales of Licensed Products sold during such Calendar Quarter, (D) the currency conversion rates used during such Calendar Quarter, (E) the Dollar-equivalent of such Net Sales during such Calendar Quarter, and (F) a calculation of the amount of the Royalty payment due on such Net Sales for THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY such Calendar Quarter. Notwithstanding the foregoing, such Calendar Quarter report may include a reasonable estimate of this information for Net Sales by Corregidor’s Collaboration Partners rather than a true and correct report thereof. Within [***]after delivery of this report , as applicable, payable to AlkermesBIOCHEMIE. If no royalty payments are due for any period hereunder, Corregidor will pay to Alkermes the Royalty payment due on Net Sales as described in such CUBIST shall so report. If necessary, after receipt of information on Net Sales of Corregidor’s Collaboration Partners that is inconsistent with any estimated information previously disclosed to Corregidor, Corregidor shall make any necessary reconciling payments or take any necessary reconciling credits against amounts due to Alkermes based on Net Sales by Corregidor’s Collaboration Partners, to reflect the amount actually due All reports delivered pursuant to this Section 5.2.1 (ii). Any such reconciling payments shall be made within [***] after the end of the Calendar Quarter in which such information was received 6.5 and any such reconciling credits information that can be derived therefrom shall be taken against amounts due to Alkermes during the next Calendar Quarter. If the Royalty payable to Alkermes is calculated on the basis constitute Proprietary Information of Collaboration Partner Revenue or Milestone Payments rather than Net Sales, within [***] after the end CUBIST for purposes of each Calendar Quarter for which such Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2.1(ii), Corregidor will deliver to Alkermes a true and accurate report of all Collaboration Partner Revenue actually received by or on behalf of Corregidor or its Affiliates from Collaboration Partners in such Calendar Quarter, and within [***] after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Collaboration Partner Revenue or Milestone Payments as described in such report4.1 hereof.

Royalty Payments and Reports. Royalties shall be calculated by converting all applicable Net Sales into U.S. dollars (other than Net Sales with respect to sales of Licensed Products as to which CUBIST's royalty payment obligation, as provided below in this Section 6.5, is in Euros) in accordance with the provisions of Section 6.8 below and applying the appropriate royalty percentages set forth in, or determined in accordance with, Section 6.1 or Section 6.2, as applicable. During the term of this Agreement, royalties shall be paid within [*] days after the close of each fiscal year of CUBIST, and royalty payments shall be made in the following currencies: (i) in the case that a portion of CUBIST's royalty payment obligation is attributable to sales of Licensed Products [*], CUBIST shall make payment [*]; and (ii) in the case that a portion of CUBIST's royalty payment obligation is attributable to sales of License Products [*], CUBIST shall make payment [*]. Within [***] after days of the end of each month during which Licensed Products are sold pursuant fiscal year of CUBIST, CUBIST shall furnish to this Agreement, Corregidor will deliver to Alkermes BIOCHEMIE a report setting forth Corregidor’s good faith estimate of the following for the Territory in the aggregateshowing: (i) the amount calculation of gross sales of Net Sales [*] for all Licensed Products [*] and that were sold in the Territory on a country-by-country basis during such monthfiscal year, (ii) the number calculation of units and dosage strengths of Licensed Products Net Sales [*] for each [*] that was sold in the Territory on a country-by-country basis during such monthfiscal year, (iii) the amount of Net Sales of Licensed Products sold royalties accrued to BIOCHEMIE pursuant to Section 6.1 and pursuant to Section 6.2 during such month; fiscal year, (iv) the currency conversion rates used during such monthamount of any credits or off-sets against royalties (if any), and (v) the Dollar-equivalent of Net Sales during such month. In addition, within [***] after the end of each Calendar Quarter for which Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2, Corregidor will deliver to Alkermes a true and accurate report providing currency exchange rates used in reasonable detail an accounting of all Net Sales made in the Territory during such Calendar Quarter (each a “Quarterly Sales Report”), including, on an country-by-country basis and for the Territory in the aggregate: (A) determining the amount of gross sales of Licensed Products during such Calendar Quarter, (B) the number of units and dosage strengths of Licensed Products sold during such Calendar Quarter, (C) the amount of Net Sales of Licensed Products sold during such Calendar Quarter, (D) the currency conversion rates used during such Calendar Quarter, (E) the Dollar-equivalent of such Net Sales during such Calendar Quarter, and (F) a calculation of the amount of the Royalty payment due on such Net Sales for THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY such Calendar Quarter. Notwithstanding the foregoing, such Calendar Quarter report may include a reasonable estimate of this information for Net Sales by Corregidor’s Collaboration Partners rather than a true and correct report thereof. Within [***]after delivery of this report , as applicable, payable to AlkermesBIOCHEMIE. If no royalty payments are due for any period hereunder, Corregidor will pay to Alkermes the Royalty payment due on Net Sales as described in such CUBIST shall so report. If necessary, after receipt of information on Net Sales of Corregidor’s Collaboration Partners that is inconsistent with any estimated information previously disclosed to Corregidor, Corregidor shall make any necessary reconciling payments or take any necessary reconciling credits against amounts due to Alkermes based on Net Sales by Corregidor’s Collaboration Partners, to reflect the amount actually due All reports delivered pursuant to this Section 5.2.1 (ii). Any such reconciling payments shall be made within [***] after the end of the Calendar Quarter in which such information was received 6.5 and any such reconciling credits information that can be derived therefrom shall be taken against amounts due to Alkermes during the next Calendar Quarter. If the Royalty payable to Alkermes is calculated on the basis constitute Proprietary Information of Collaboration Partner Revenue or Milestone Payments rather than Net Sales, within [***] after the end CUBIST for purposes of each Calendar Quarter for which such Royalties are payable by Corregidor to Alkermes pursuant to Section 5.2.1(ii), Corregidor will deliver to Alkermes a true and accurate report of all Collaboration Partner Revenue actually received by or on behalf of Corregidor or its Affiliates from Collaboration Partners in such Calendar Quarter, and within [***] after delivery of this report to Alkermes, Corregidor will pay to Alkermes the Royalty payment due on Collaboration Partner Revenue or Milestone Payments as described in such report4.1 hereof.