Common use of True-Up Clause in Contracts

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Net Revenues for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present Purchaser a certificate, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Net Revenues (the “True-Up Statement”). The True-Up Statement shall include a calculation of (A) the year-to-date Assigned Interests as of the end of such quarterly period, which shall be the product of the Applicable Percentage multiplied by the Year-to-Date Net Revenues, with a separate calculation taking into account any mandatory minimum payments as provided in the definition of Assigned Interests (“Year-to-Date Assigned Interests”) and (B) the difference between (X) the amount Purchaser has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a) or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Net Revenues is calculated less (Y) the Year-to-Date Assigned Interests (the “True-Up Amount”). (ii) If the True-Up Amount calculated pursuant to clause (i) above is positive, Purchaser shall pay such amount to the Company within five (5) days of receipt by Purchaser of the True-Up Statement. (iii) If the True-Up Amount calculated pursuant to clause (i) above is negative, the Company shall pay the absolute value of such amount to Purchaser within five (5) days of the receipt by Purchaser of the True-Up Statement.

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Net Revenues for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present Purchaser PRF a certificate, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Net Revenues (the “True-Up Statement”). The True-Up Statement shall include a calculation of . (Aii) the year-to-date Assigned Interests as of the end of such quarterly period, which shall be the product of the Applicable Percentage multiplied by the Year-to-Date Net Revenues, with a separate calculation taking into account any mandatory minimum payments as provided in the definition of Assigned Interests (“Year-to-Date Assigned Interests”) and (B) the difference between (X) the amount Purchaser If PRF has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a) 2.02 or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Net Revenues is calculated less under clause (Yi) above which are in excess of the Applicable Percentage of Year-to-Date Assigned Interests (the “True-Up Amount”). (ii) If the True-Up Amount calculated pursuant to clause (i) above is positiveNet Revenues, Purchaser PRF shall pay such amount excess to the Company within five twenty (520) days of receipt by Purchaser PRF of the True-Up Statement. (iii) If the TrueApplicable Percentage of Year-Up Amount to-Date Net Revenues is in excess of the amounts PRF has received on or prior to the last day of the most recently ended Fiscal Quarter in respect of the Fiscal Year for which Year-to-Date Net Revenues is calculated pursuant to under clause (i) above is negativeunder Section 2.02 or this Section 5.08, the Company shall pay the absolute value of such amount excess to Purchaser PRF within five twenty (520) days of the receipt by Purchaser PRF of the True-Up Statement.

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company Acorda shall have determined the Net Revenues for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company Acorda shall present Purchaser PRF a certificate, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Net Revenues (the “True-Up Statement”). The True-Up Statement For purposes of this Section 5.08, the first Fiscal Quarter shall include a calculation comprise the period from October 1, 2005 through March 31, 2006. (ii) If PRF has received on or prior to the last day of the most recently ended Fiscal Quarter payments from Acorda under Section 2.02 or this Section 5.08 (Adisregarding, for the avoidance of doubt, any payments made by Acorda under Section 2.03) in respect of the yearFiscal Year for which Year-to-date Assigned Interests as of the end of such quarterly period, Date Net Revenues is calculated under clause (i) above which shall be the product are in excess of the Applicable Percentage multiplied by the of Year-to-Date Net Revenues, with a separate calculation taking into account any mandatory minimum payments as provided in PRF shall pay such excess to Acorda within fifteen (15) Business Days of receipt by PRF of the definition True-Up Statement. (iii) If the Applicable Percentage of Assigned Interests (“Year-to-Date Assigned Interests”) and (B) Net Revenues is in excess of the difference between (X) the amount Purchaser amounts PRF has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a) or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Net Revenues is calculated less (Y) the Year-to-Date Assigned Interests (the “True-Up Amount”). (ii) If the True-Up Amount calculated pursuant to under clause (i) above is positiveunder Section 2.02 or this Section 5.08 (disregarding, Purchaser for the avoidance of doubt, any payments made by Acorda under Section 2.03), Acorda shall pay such amount excess to PRF within fifteen (15) Business Days of the Company within five (5) days of receipt by Purchaser PRF of the True-Up Statement. (iii) If the True-Up Amount calculated pursuant to clause (i) above is negative, the Company shall pay the absolute value of such amount to Purchaser within five (5) days of the receipt by Purchaser of the True-Up Statement.

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Applicable Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present to Purchaser a certificatecertificate of an officer of the Company, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Applicable Net Revenues of the Product (broken down by U.S., Europe, and the rest of world (i.e., global Net Revenues of the Product other than in the U.S. or Europe) (the “True-Up Statement”). The True-Up Statement shall include a calculation of (A) the year-to-date Assigned Interests as Net Revenues of the end Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred, with a reconciliation of such quarterly period, which shall be the product of the Applicable Percentage multiplied by calculation to the Year-to-Date Applicable Net RevenuesRevenues and the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter. For purposes of this Section 5.08(f), with a separate calculation taking into account any mandatory minimum payments as provided in the definition of Assigned Interests first Fiscal Quarter shall comprise the period from the Closing Date through September 30, 2015. The True-Up Statement shall also include the Sweep Percentage that will be applicable to the next successive Fiscal Quarter. (“Year-to-Date Assigned Interests”) and (B) the difference between (X) the amount ii)If Purchaser has received received, on or prior to the last day of the most recently ended Fiscal Quarter in Quarter, payments from the Company under Section 2.02(a) 2.02 or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Applicable Net Revenues is calculated less under clause (Yi) above which are in excess of the Applicable Percentage of Year-to-Date Assigned Interests Net Revenues of the Product (after giving effect to the “True-Up Amount”full Yearly Payment Cap (i.e., no quarterly proration). (ii) If the True-Up Amount calculated pursuant to clause (i) above is positive), Purchaser shall pay such amount excess to the Company within five twenty (520) days Business Days of receipt by Purchaser of the True-Up Statement. (iii) If the True-Up Amount calculated pursuant to clause (i) above is negative, the Company shall pay the absolute value of such amount to Purchaser within five (5) days of the receipt by Purchaser of the True-Up Statement.. 36

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Applicable Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present to Purchaser a certificatecertificate of an officer of the Company, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Applicable Net Revenues of the Product (broken down by U.S., Europe, and the rest of world (i.e., global Net Revenues of the Product other than in the U.S. or Europe) (the “True-Up Statement”). The True-Up Statement shall include a calculation of (A) the year-to-date Assigned Interests as Net Revenues of the end Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred, with a reconciliation of such quarterly period, which shall be the product of the Applicable Percentage multiplied by calculation to the Year-to-Date Applicable Net RevenuesRevenues and the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter. For purposes of this Section 5.08(f), with a separate calculation taking into account any mandatory minimum the first Fiscal Quarter shall comprise the period from the Closing Date through September 30, 2015. The True-Up Statement shall also include the Sweep Percentage that will be applicable to the next successive Fiscal Quarter. (ii) If Purchaser has received, on or prior to the last day of the most recently ended Fiscal Quarter, payments as provided from the Company under Section 2.02 or this Section 5.08 in respect of the definition of Assigned Interests (“Fiscal Year for which Year-to-Date Assigned Interests”Applicable Net Revenues is calculated under clause (i) and above which are in excess of the Applicable Percentage of Year-to-Date Net Revenues of the Product (Bafter giving effect to the full Yearly Payment Cap (i.e., no quarterly proration)), Purchaser shall pay such excess to the Company within twenty (20) Business Days of receipt by Purchaser of the difference between True-Up Statement. (Xiii) If the amount Applicable Percentage of Year-to-Date Net Revenues of the Product (after giving effect to the full Yearly Payment Cap (i.e., no quarterly proration)) is in excess of the amounts Purchaser has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a) or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Applicable Net Revenues is calculated less (Y) the Year-to-Date Assigned Interests (the “True-Up Amount”). (ii) If the True-Up Amount calculated pursuant to under clause (i) above is positiveunder Section 2.02 or this Section 5.08, Purchaser the Company shall pay such amount excess to Purchaser within twenty (20) Business Days of the Company within five (5) days of receipt by Purchaser of the True-Up Statement. (iv) Following the end of each Fiscal Year, the True-Up Statement for such Fiscal Year shall also include a calculation of the difference between (A) the Projected Net Product Revenues for that Fiscal Year multiplied by the Applicable Percentage for that Fiscal Year (after giving effect to the full Yearly Payment Cap), and (B) the actual revenues received by Purchaser on account of the Applicable Percentage of the Net Revenues as of the end of Fiscal Year (including any payments received by Purchaser on account of the Back-up Product), after taking into account any true-up adjustments made pursuant to Sections 5.08(f)(ii) or (iii) above, plus any Make-Whole Payment under Section 2.04 received by Purchaser in such Fiscal Year (the “Back-Up Product True-Up Amount”). The Back-up Product True-up Statement shall also include a reconciliation against any remaining amounts held in the Brigatinib Divestiture Account (if applicable) and any debits or sweeps made to or out of such Account. (v) If the Back-Up Product True-Up Amount calculated pursuant to clause (iiv) above is negativepositive for a Fiscal Year, the Company shall pay to Purchaser such Back-up Product True-Up Amount solely to the absolute value extent such amount does not exceed the greater of (X) the Applicable Percentage of Net Revenues of Back-up Product for that Fiscal Year and (Y) [***]% of all worldwide Net Sales of the Back-up Product for such Fiscal Year generated by the Company or any of its Affiliates as well as any Third Party, pursuant to any license, commercialization, co-promotion, collaboration, distribution, marketing or partnering agreement (the greater of (X) and (Y) being referred to herein as the “Back-up Product True-Up Cap”). The payment of such amount Back-up Product True-Up Amount due and owing under Section 5.08(f) shall be satisfied exclusively out of the Net Revenue of the Back-up Product, or in the event of Brigatinib Divestiture Event, exclusively out of the Net Revenue of the Back-up Product and/or the available amounts held in the Brigatinib Divestiture Collateral Account established in accordance with Section 5.17. (vi) In the event the Net Revenues of the Back-Up Product received by the Company for that Fiscal Year are not sufficient to satisfy payment of the Back-up Product True-Up Amount required to be paid under Section 5.08(f) for that Fiscal Year (taking into account any available amounts then held in the Brigatinib Divestiture Collateral Account), no further amounts shall be due and owing by the Company to Purchaser on account of the Back-up Product True-Up Amount for that Fiscal Year. Any shortfall resulting from the failure of the Net Revenue of the Back-Up Product received by the Company for that Fiscal Year (or the funds available in the Brigatinib Divestiture Account, if applicable) to satisfy payment of the Back-up Product True-Up Amount required to be paid under Section 5.08(f) for that Fiscal Year shall impose no obligation on the Company to make any additional payment to the Purchaser pursuant to this clause (v), and such deficiency shall not carry over to any subsequent Fiscal Year. Payment of the Back-up Product True-Up Amount required to be paid hereunder shall be made by the Company to Purchaser within five fifteen (515) days Business Days of the receipt by Purchaser of the True-Up StatementStatement for that Fiscal Year. (vii) If the Back-up Product True-Up Amount calculated pursuant to clause (iv) above is negative, no further payments need be made by the Company to the Purchaser for that Fiscal Year, and any excess payments made by Company to Purchaser in accordance with Section 5.08(c) based on Net Back-up Product Revenues shall be reimbursed to Company by Purchaser within fifteen (15) Business Days of receipt by Purchaser of the True-Up Statement for that Fiscal Year.

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Applicable Net Revenues”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present to Purchaser a certificatecertificate of an officer of the Company, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Applicable Net Revenues of the Product (broken down by U.S., Europe, and the rest of world (i.e., global Net Revenues of the Product other than in the U.S. or Europe) (the “True-Up Statement”). The True-Up Statement shall include a calculation of (A) the year-to-date Assigned Interests as Net Revenues of the end Product for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred, with a reconciliation of such quarterly period, which shall be the product of the Applicable Percentage multiplied by calculation to the Year-to-Date Applicable Net RevenuesRevenues and the Applicable Percentage of Net Revenues of the Product for such Fiscal Quarter. For purposes of this Section 5.08(f), with a separate calculation taking into account any mandatory minimum the first Fiscal Quarter shall comprise the period from the Closing Date through September 30, 2015. The True-Up Statement shall also include the Sweep Percentage that will be applicable to the next successive Fiscal Quarter. (ii) If Purchaser has received, on or prior to the last day of the most recently ended Fiscal Quarter, payments as provided from the Company under Section 2.02 or this Section 5.08 in respect of the definition of Assigned Interests (“Fiscal Year for which Year-to-Date Assigned Interests”Applicable Net Revenues is calculated under clause (i) and above which are in excess of the Applicable Percentage of Year-to-Date Net Revenues of the Product (Bafter giving effect to the full Yearly Payment Cap (i.e., no quarterly proration)), Purchaser shall pay such excess to the Company within twenty (20) Business Days of receipt by Purchaser of the difference between True-Up Statement. (Xiii) If the amount Applicable Percentage of Year-to-Date Net Revenues of the Product (after giving effect to the full Yearly Payment Cap (i.e., no quarterly proration)) is in excess of the amounts Purchaser has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a) or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Applicable Net Revenues is calculated less (Y) the Year-to-Date Assigned Interests (the “True-Up Amount”). (ii) If the True-Up Amount calculated pursuant to under clause (i) above is positiveunder Section 2.02 or this Section 5.08, Purchaser the Company shall pay such amount excess to Purchaser within twenty (20) Business Days of the Company within five (5) days of receipt by Purchaser of the True-Up Statement. (iv) Following the end of each Fiscal Year, the True-Up Statement for such Fiscal Year shall also include a calculation of the difference between (A) the Projected Net Product Revenues for that Fiscal Year multiplied by the Applicable Percentage for that Fiscal Year (after giving effect to the full Yearly Payment Cap), and (B) the actual revenues received by Purchaser on account of the Applicable Percentage of the Net Revenues as of the end of Fiscal Year (including any payments received by Purchaser on account of the Back-up Product), after taking into account any true-up adjustments made pursuant to Sections 5.08(f)(ii) or (iii) above, plus any Make-Whole Payment under Section 2.04 received by Purchaser in such Fiscal Year (the “Back-Up Product True-Up Amount”). The Back-up Product True-up Statement shall also include a reconciliation against any remaining amounts held in the Brigatinib Divestiture Account (if applicable) and any debits or sweeps made to or out of such Account. (v) If the Back-Up Product True-Up Amount calculated pursuant to clause (iiv) above is negativepositive for a Fiscal Year, the Company shall pay to Purchaser such Back-up Product True-Up Amount solely to the absolute value extent such amount does not exceed the greater of (X) the Applicable Percentage of Net Revenues of Back-up Product for that Fiscal Year and (Y) * * *% of all worldwide Net Sales of the Back-up Product for such Fiscal Year generated by the Company or any of its Affiliates as well as any Third Party, pursuant to any license, commercialization, co-promotion, collaboration, distribution, marketing or partnering agreement (the greater of (X) and (Y) being referred to herein as the “Back-up Product True-Up Cap”). The payment of such amount Back-up Product True-Up Amount due and owing under Section 5.08(f) shall be satisfied exclusively out of the Net Revenue of the Back-up Product, or in the event of Brigatinib Divestiture Event, exclusively out of the Net Revenue of the Back-up Product and/or the available amounts held in the Brigatinib Divestiture Collateral Account established in accordance with Section 5.17. (vi) In the event the Net Revenues of the Back-Up Product received by the Company for that Fiscal Year are not sufficient to satisfy payment of the Back-up Product True-Up Amount required to be paid under Section 5.08(f) for that Fiscal Year (taking into account any available amounts then held in the Brigatinib Divestiture Collateral Account), no further amounts shall be due and owing by the Company to Purchaser on account of the Back-up Product True-Up Amount for that Fiscal Year. Any shortfall resulting from the failure of the Net Revenue of the Back-Up Product received by the Company for that Fiscal Year (or the funds available in the Brigatinib Divestiture Account, if applicable) to satisfy payment of the Back-up Product True-Up Amount required to be paid under Section 5.08(f) for that Fiscal Year shall impose no obligation on the Company to make any additional payment to the Purchaser pursuant to this clause (v), and such deficiency shall not carry over to any subsequent Fiscal Year. Payment of the Back-up Product True-Up Amount required to be paid hereunder shall be made by the Company to Purchaser within five fifteen (515) days Business Days of the receipt by Purchaser of the True-Up StatementStatement for that Fiscal Year. (vii) If the Back-up Product True-Up Amount calculated pursuant to clause (iv) above is negative, no further payments need be made by the Company to the Purchaser for that Fiscal Year, and any excess payments made by Company to Purchaser in accordance with Section 5.08(c) based on Net Back-up Product Revenues shall be reimbursed to Company by Purchaser within fifteen (15) Business Days of receipt by Purchaser of the True-Up Statement for that Fiscal Year.

True-Up. (i) Following the end of each Fiscal Quarter, as soon as the Company shall have determined the Net Revenues Product Sales for such Fiscal Quarter and for each other Fiscal Quarter in the Fiscal Year in which the then most recently ended Fiscal Quarter occurred (the “Year-to-Date Net RevenuesProduct Sales”) and in any event no later than forty-five (45) days after the end of such Fiscal Quarter (unless such Fiscal Quarter is the last Fiscal Quarter of a Fiscal Year in which case no later than ninety (90) days after the end of such Fiscal Quarter), the Company shall present Purchaser CHRP a certificate, in reasonable detail with supporting calculations and information, detailing the Year-to-Date Net Revenues Product Sales (the “True-Up Statement”). The ; provided that if the Company is required to file Forms 10-Q and 10-K with the SEC, the time periods for delivery of the True-Up Statement shall include a calculation of (A) be 15 days after the year-to-date Assigned Interests as of due dates for the end Company’s filing of such quarterly period, which shall be forms with the product of the Applicable Percentage multiplied by the Year-to-Date Net Revenues, with a separate calculation taking into account any mandatory minimum payments as provided in the definition of Assigned Interests SEC. (“Year-to-Date Assigned Interests”ii) and (B) the difference between (X) the amount Purchaser If CHRP has received on or prior to the last day of the most recently ended Fiscal Quarter in payments from the Company under Section 2.02(a2.02 (other than payments under Section 2.02(a)(ii), provided, however, the Company’s payments under Section 2.02(a)(ii) shall be considered for purposes of determining the Applicable Percentage) or this Section 5.08 in respect of the Fiscal Year for which Year-to-Date Net Revenues Product Sales is calculated less under clause (Yi) above which are in excess of the Applicable Percentage of Year-to-Date Assigned Interests Net Product Sales, CHRP shall pay such excess to the Company within twenty (the “True-Up Amount”). (ii20) If days of receipt by CHRP of the True-Up Amount calculated Statement. For the avoidance of doubt, the provisions of this Section 5.08(e)(ii) shall also apply, in any event, if and to the extent the payment received by CHRP pursuant to Section 2.02(a)(ii) results in aggregate payments received and retained (i.e., not refunded pursuant to the true-up in Section 5.08(e) by CHRP) by CHRP under Sections 2.02, 5.07(c) and 5.08 from October 1, 2007 through the end of the Fiscal Quarter in which payment is received by CHRP pursuant to Section 2.02(a)(ii), to exceed *** Percent (***%) of the aggregate amount paid by CHRP under Section 2.03. (iii) If the Applicable Percentage of Year-to-Date Net Product Sales is in excess of the amounts CHRP has received on or prior to the last day of the most recently ended Fiscal Quarter in respect of the Fiscal Year for which Year-to-Date Net Product Sales is calculated under clause (i) above is positiveunder Section 2.02 (other than payments under Section 2.02(a)(ii), Purchaser provided, however, the Company’s payments under Section 2.02(a)(ii) shall be considered for purposes of determining the Applicable Percentage) or this Section 5.08, the Company shall pay such amount excess to the Company CHRP within five twenty (520) days of the receipt by Purchaser CHRP of the True-Up Statement. (iii) If the True-Up Amount calculated pursuant to clause (i) above is negative, the Company shall pay the absolute value of such amount to Purchaser within five (5) days of the receipt by Purchaser of the True-Up Statement.