Common use of Sales Reports Clause in Contracts

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After During the First Commercial Sale of Royalty Term for a Drug Compound Product or VEGF Product, Vertex the licensed Party shall furnish or cause to be furnished to CFFT the licensing Party on a quarterly [***] basis a written sales report or reports covering sales by the licensed Party, its Affiliates and its Sublicensees during each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after and including the close gross amount received and an itemization of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each deductions permitted by Section 1.71 on a country-by-country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cashbasis. With respect to sales Sales of Drug the Compound Products or VEGF Products invoiced in US Dollars, the Net Sales amounts and the amounts due to CFFT the licensing Party hereunder shall be expressed in US Dollars. With respect to sales of Drug the Compound Products or VEGF Products invoiced in a currency other than US Dollars, the Net Sales and amounts due to CFFT the licensing Party hereunder shall be expressed in the domestic currency of the party making the salein which they are invoiced, together with the US Dollar equivalent of the amount payable to CFFTthe licensing Party, calculated by translating using the licensed Party’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 52 then-current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on US Dollars. In each Sales Report, the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered methodology will be disclosed and will be identical to that employed by the royalty report. If any licensee or sublicensee makes any sales invoiced licensed Party, generally, in a currency other than its domestic currencyexternal financial reporting, the Net Sales shall as reviewed and approved by its independent auditors and will be converted to its domestic currency in accordance with U.S. generally accepted accounting standards (GAAP) as consistently applied at the licensee’s or sublicensee’s normal accounting principleslicensed Party. Vertex The licensed Party shall furnish to CFFT the licensing Party appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. The licensed Party shall not make any other deduction from such payment. Sales Reports shall be due on the thirtieth (30th) [***] day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report . Each Sales Report will be accompanied by payment of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFTall royalties due.

Sales Reports. (a) After During the term of this Agreement and after the First Commercial Sale of a Drug Product, Vertex Lilly shall furnish or cause to be furnished to CFFT Phytera on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of ___________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. each Drug Product in each country in the world during the reporting period Royalty Term by Vertex and each AffiliateLilly or its Affiliates, licensee and sublicenseeand; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 6.3 hereof in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in DollarsU.S. Dollars calculated by using Lilly's then-current standard procedures and methodology, the Net Sales amounts and the amounts due to CFFT Phytera hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT Phytera hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTPhytera, calculated by translating using Lilly's then current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on the average of Dollars. In each report, the exchange rates reported rate methodology will be identical to that employed by Lilly in The Wall Street Journal its external financial reporting, as reviewed and approved by its independent auditors and will be in conformity with generally accepted accounting principles consistently applied. Lilly will at Phytera's reasonable request, but not more frequently than once a year, inform Phytera as to the specific exchange rate translation methodology used for a particular country or comparable publication over countries. Each quarterly report shall be due seventy-five (75) days following the period covered close of each reporting period. Lilly shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent auditors described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex Lilly shall furnish annually to CFFT Phytera appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “"flash” " report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (aA) After Within sixty (60) days after the First Commercial Sale conclusion of a Drug Productthe Relevant [**], Vertex Predix shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter Relevant [**] showing, for Net Sales in the Field and, separately, for Net Sales outside the FieldSales, (i) the Net Sales of each Drug for the first P2(Y)2 Product in each country in the world during the reporting period by Vertex Predix and each Affiliate, licensee and sublicensee; (ii) the royaltiesany royalty, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 4.3 hereof in respect of such sales and the basis of calculating those royaltiesthe royalty; and (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due amounts which are based on included within Net Sales; and (viv) dispositions of Drug P2(Y)2 Products other than pursuant to sale for cash. With respect to sales of Drug P2(Y)2 Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug P2(Y)2 Products invoiced in a currency other than Dollars, the Net Sales and amounts due to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. EXECUTION COPY CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of at the exchange rates for the [********************* ******************] as reported in The Wall Street Journal or comparable publication over the period covered by the royalty reportJournal, Eastern US Edition. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Predix shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After During the term of this Agreement and after First Commercial Sale of a Drug ProductProduct or the SERM Oncology Product in any country, Vertex Lilly shall furnish or cause to be furnished to CFFT Ligand on a quarterly basis a written report or reports covering each calendar quarter Calendar Quarter (each such calendar quarter Calendar Quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product and the SERM Oncology Product in each country in the world during the reporting period Royalty Term by Vertex Lilly, its Affiliates, Sublicensees and each Affiliateassigns, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), royalties which shall have accrued under Section 5.3 hereof Article 6 in respect of such sales and the basis of for calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products and the SERM Oncology Product 44 invoiced in United States Dollars ("Dollars"), the Net Sales amounts and the amounts due to CFFT Ligand hereunder shall be expressed in Dollars. With respect to sales of Drug Products and the SERM Oncology Product invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in calculated using Lilly's then current standard exchange rate methodology for the domestic currency translation of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average Dollars. Each quarterly report shall be accompanied by a list of the exchange rates reported used in The Wall Street Journal or comparable publication over the period calculating Net Sales covered by the royalty such quarterly report. If Lilly will at Ligand's reasonable request but not more frequently than once a Calendar Quarter inform Ligand as to the specific exchange rate translation methodology, if any, used for a particular country or countries. In the event that any licensee or sublicensee makes any sales invoiced exchange rate translation methodology changes, Lilly will inform Ligand of the change in a currency other than its domestic currency, the Net Sales quarterly report next due. Each quarterly report shall be converted due on the seventy-fifth (75th) day following the close of each reporting period. Lilly shall keep accurate records in sufficient detail to its domestic currency in accordance with enable the licensee’s or sublicensee’s normal accounting principlesamounts due hereunder to be determined and to be verified by the independent public accountants described hereunder. Vertex Lilly shall furnish annually to CFFT Ligand appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After During the term of this Agreement and after the First Commercial Sale of a Drug Product, Vertex NOVARTIS shall furnish or cause to be furnished to CFFT VERTEX on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex NOVARTIS and each Affiliate, licensee Affiliate and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 7.4 or Section 7.4.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) amounts due under Section 7.4.1 hereof on account of the purchase of Bulk Drug Substance, and the basis for calculating those amounts due (including unit sales data); (iv) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (ivv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (vvi) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT VERTEX hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT VERTEX hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFTVERTEX, calculated by translating using NOVARTIS' then-current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based on dollars. In each report the average of the exchange rates reported methodology will be disclosed, will be identical to that employed by NOVARTIS, generally, in The Wall Street Journal or comparable publication over the period covered its external financial reporting, as reviewed and approved by the royalty reportits independent auditors and will be in conformity with NOVARTIS' usual and customary general accounting principles consistently applied. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s 's normal accounting principles. Vertex NOVARTIS shall furnish to CFFT VERTEX appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex NOVARTIS shall also provide CFFT VERTEX with a “"flash” " report of Net Sales, only, within ten (10) business days after the end of each month. Vertex NOVARTIS shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFTVERTEX.

Sales Reports. (aA) After Within sixty (60) days after the First Commercial Sale conclusion of a Drug Productthe Relevant [**], Vertex Predix shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter Relevant [**] showing, for Net Sales in the Field and, separately, for Net Sales outside the FieldSales, (i) the Net Sales of each Drug for the first P2(Y)2 Product in each country in the world during the reporting period by Vertex Predix and each Affiliate, licensee and sublicensee; (ii) the royaltiesany royalty, payable in U.S. dollars (“"Dollars”"), which shall have accrued under Section 5.3 4.3 hereof in respect of such sales and the basis of calculating those royaltiesthe royalty; and (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due amounts which are based on included within Net Sales; and (viv) dispositions of Drug P2(Y)2 Products other than pursuant to sale for cash. With respect to sales of Drug P2(Y)2 Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug P2(Y)2 Products invoiced in a currency other than Dollars, the Net Sales and amounts due to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. EXECUTION COPY CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of at the exchange rates for the [********************* ******************] as reported in The Wall Street Journal or comparable publication over the period covered by the royalty reportJournal, Eastern US Edition. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s 's or sublicensee’s 's normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex Predix shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After During the First Commercial Sale term of this Agreement and after the first commercial sale of a Drug Product, Vertex Lilly shall furnish or cause to be furnished to CFFT Vertex on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “"reporting period”") within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, showing (i) the Net Sales of each Drug Product in each country in the world each territory during the reporting royalty period by Vertex Lilly and each Affiliate, licensee sublicensee and sublicenseemarketing partner; (ii) the royalties, payable in U.S. dollars United States Dollars (“"Dollars”"), which shall have accrued under Section 5.3 Article 11 hereof in respect of such sales and the basis (i.e., the royalty rate tier and unit sales data) of calculating those royalties; (iii) amounts due under Section 10.4 hereof on account of the purchase of Bulk Drug Substance, with respect to Net Sales in the ROW, and the basis for calculating those amounts due (including unit sales data); (iv) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (ivv) the quarterly average exchange rates with respect to the five (5) countries with the greatest Net Sales for a particular quarter used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (vvi) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in DollarsDollars calculated by using Lilly's then-current standard procedures and methodology, the Net Sales amounts and the amounts due to CFFT Vertex hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT Vertex hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar Dollars equivalent of the amount payable to CFFTVertex, calculated by translating using Lilly's then current standard exchange rate methodology for the translation of foreign currency sales into U.S. dollars based dollars. In each report the methodology will be identical to that employed by Lilly in its external financial reporting, as reviewed and approved by its independent auditors and will be in conformity with generally accepted accounting principles consistently applied. Lilly will at Vertex's reasonable request made not more frequently than once a year inform Vertex as to the specific exchange rate translation methodology used for a particular country or countries. Each quarterly report shall be due on the average sixtieth (60th) day following the close of each reporting period, or on the exchange rates reported seventy-fifth (75th) day, in The Wall Street Journal or comparable publication over the period covered case that at least one sublicensee Net Sales is involved in the royalty calculation. Lilly shall also provide Vertex with a rolling forecast for the subsequent two quarters with respect to United States, Japan and ROW Territory following each quarterly report of Net Sales, but only, reasonably promptly after Lilly closes its books with respect to the quarterly reporting period. Lilly shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by the royalty reportindependent auditors described hereunder. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales Lilly shall be converted responsible for all payments that are due to its domestic currency in accordance with the licensee’s Vertex but have not been paid by Lilly's sublicensees or sublicensee’s normal accounting principlesmarketing partners. Vertex Lilly shall furnish annually to CFFT Vertex appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreementpayment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

Sales Reports. (a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or Confidential Treatment Requested by Royalty Pharma plc Pursuant to 17 C.F.R. Section 200.83 regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.