Common use of Royalty Reports Clause in Contracts

Royalty Reports. 4.6.1 Within [*****] days after the end of the first, second and third calendar quarters of each calendar year and within [*****] days after the end of the fourth quarter during each calendar year, commencing with the calendar quarter in which there is a first commercial sale of a Product, to the extent such information is reasonably available, Intrexon shall furnish to Halozyme a written report showing in reasonably specific detail, on a country-by-country basis, (a) the quantity and aggregate gross sales of all Products sold by Intrexon, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to such sales; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 With respect to sales of Products invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rates (local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarter. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon shall keep, to the extent such information is reasonably available, complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. 4.6.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Royalty Reports. 4.6.1 Within [*** (*****] ) days after the end of the first, second and third calendar quarters of each calendar year and within [*** (*****] ) days after the end of the fourth quarter during each calendar year, commencing with the calendar quarter in which there is a first commercial sale of a Product, to the extent such information is reasonably available, Intrexon ViroPharma shall furnish to Halozyme a written report showing in reasonably specific detail, on a country-by-country basis, (a) the quantity quantity, average sales price and aggregate gross sales of all Products sold by IntrexonViroPharma, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to such sales; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 With respect to sales of Products invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rates (local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarter. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon ViroPharma shall keep, to the extent such information is reasonably available, complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. 4.6.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Royalty Reports. 4.6.1 4.2.1 Within [*****] sixty (60) days after the end of each calendar quarter following the first, second and third calendar quarters First Commercial Sale of each calendar year and within [*****] days after the end of the fourth quarter during each calendar yearProduct by Edge, commencing with the calendar quarter in which there is a first commercial sale of a Productits sublicensees or their respective Affiliates, to the extent such information is reasonably available, Intrexon Edge shall furnish to Halozyme SurModics a written report showing in reasonably specific detail, on a country-by-country basis, (a) the quantity and aggregate gross sales of all Products each Product sold by IntrexonEdge, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to from such salesroyalties; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 4.2.2 With respect to sales of Products each Product invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products each Product invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rates rate (local currency per US$1) published in The Wall Street Journal, United States Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarter. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon 4.2.3 Edge shall keep, to the extent such information is reasonably available, keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. 4.6.4 4.2.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 4.2 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Royalty Reports. 4.6.1 4.3.1 Within [*****] days after the end of the first, second and third calendar quarters of each calendar year and within [*****] days after quarter following the end First Commercial Sale of the fourth quarter during each calendar yearProduct by NUPATHE, commencing with the calendar quarter in which there is a first commercial sale of a Productits sublicensees or their respective Affiliates, to the extent such information is reasonably available, Intrexon NUPATHE shall furnish to Halozyme SMP a written report showing in reasonably specific detail, on a country-by-country basis, (a) the quantity and aggregate gross sales of all Products the Product sold by IntrexonNUPATHE, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to from such salesroyalties; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 4.3.2 With respect to sales of Products the Product invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products the Product invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using at a quarterly conversion rate for each foreign currency calculated for the relevant quarter as the daily average of the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank in New York as these exchange rates (local currency per US$1) are published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarterat ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon 4.3.3 NUPATHE shall keep, to the extent such information is reasonably available, keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. 4.6.4 4.3.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 4.3 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Royalty Reports. 4.6.1 4.4.1 Within [*****] sixty (60) days after the end of the first, second and third calendar quarters of each calendar year and within [*****] days after quarter following the end of the fourth quarter during each calendar year, commencing with the calendar quarter in which there is a first commercial sale First Commercial Sale of a ProductProduct by B▇▇▇▇▇, to the extent such information is reasonably availableits sublicensees or their respective Affiliates, Intrexon B▇▇▇▇▇ shall furnish to Halozyme a written report showing in reasonably specific detail, on a Product-by-Product and country-by-country basis, (a) the quantity and aggregate gross sales of all Products sold by IntrexonB▇▇▇▇▇, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to such sales; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 4.4.2 With respect to sales of Products invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rates rate (local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarter. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon 4.4.3 B▇▇▇▇▇ shall keep, to the extent such information is reasonably available, keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. 4.6.4 4.4.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 4.4 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Royalty Reports. 4.6.1 4.5.1 Within [*****] sixty (60) days after the end of the first, second and third calendar quarters of each calendar year and within [*****] days after quarter following the end of the fourth quarter during each calendar year, commencing with the calendar quarter in which there is a first commercial sale First Commercial Sale of a ProductProduct by B▇▇▇▇▇, to the extent such information is reasonably availableits sublicensees or their respective Affiliates, Intrexon B▇▇▇▇▇ shall furnish to Halozyme a written report showing in reasonably specific detail, on a Product-by-Product and country-by-country basis, (a) the quantity and aggregate gross sales of all Products sold by IntrexonB▇▇▇▇▇, its sublicensees and their respective Affiliates during such calendar quarter and the calculation of Net Sales from such gross sales; (b) the calculation of the royalties, if any, which shall have accrued based upon such Net Sales; (c) the withholding taxes, if any, required by law to be deducted with respect to such sales; and (d) the exchange rates, if any, used in determining the amount of United States dollars. 4.6.2 4.5.2 With respect to sales of Products invoiced in United States dollars, all such amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all such amounts shall be expressed both in the currency in which the sale is invoiced and in the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rates rate (local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month in the applicable calendar quarter. All royalties payable hereunder shall be calculated based on Net Sales expressed in United States dollars. 4.6.3 Intrexon 4.5.3 B▇▇▇▇▇ shall keep, to the extent such information is reasonably available, keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable to be determined. 4.6.4 4.5.4 All royalties shown to have accrued by each royalty report provided under this Section 4.6 4.5 shall be payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.