Common use of Calculation and Payment Clause in Contracts

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will AUS shall report to the Finance Officers its Net Sales, and Unum Medivation and SGI will AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Unum Medivation or SGIAUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [**] Business Days after such [*] days after receipt of the other Party’s invoiceBusiness Day conferral period, Unum Medivation or SGIAUS, as applicable, will shall make a payment to SGI AUS or Unum Medivation respectively, as applicable, so that each of Unum Medivation and SGI AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI AUS and the Joint Development Costs Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Unum Medivation and SGI AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days Business Days after the date on which Unum Medivation and SGIAUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such cost costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Calculation and Payment. Within [***] days after Tenant's pro-rata share of the end Operating Costs shall be that portion of such Operating Costs which the Gross Leasable Area of the Leased Premises bears to the total gross leasable area in the Shopping Center. Tenant shall pay on a monthly basis its pro rata share of the Operating Costs for each Lease Year or Fractional Lease Year during, the calendar month, in advance, in any amount estimated by the Landlord as provided in this Section. Landlord's estimate shall be made on the basis of the most recent Annual Operating Cost Statement, if available, adjusted to reflect reasonably anticipated increases or decreases of Operating Costs. An Annual Operation Cost Statement prepared by Landlord in accordance with generally accepted accounting principles shall be provided by Landlord to Tenant not later than March 1 of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify year setting forth in reasonable detail all deductions allowed the actual Operating Costs paid or incurred by Landlord in the calculation next preceding twelve-month period ending December 31 and thereupon there shall be an adjustment between Landlord and Tenant with Tenant's payment to Landlord or repayment by Landlord as may be required to the end that Landlord shall receive the entire amount of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s Tenant's pro rata share of such Operating Profit or Operating LossCosts and not more. Within [***] The dates of any such statements may, at the option of the Landlord, be subject to change. If Tenant does not agree with Landlord's statement of Additional Rent, then Tenant shall have the right, if written notice of the nature and extent of such disagreement is given to Landlord not later than thirty (30) days after following receipt of the other Party’s invoicesuch statement by Tenant, Unum or SGIand Landlord and Tenant are unable to resolve such disagreement by negotiation, to cause an audit to be made of Landlord's records concerning Operating Expenses by an independent certified public accountant designated by Landlord from a list of not less than three (3) such accountants provided by Tenant, as applicablethe expense of Tenant, will make a payment to SGI or Unum respectivelyunless such audit discloses an error in excess of ten percent (10%) in the computation of Additional Rent, as applicable, so that each in which event such audit shall be at the expense of Unum and SGI has been compensated for its respective share Landlord. The results of such Operating Profitsaudit shall be binding upon Landlord and Tenant. If no such notice is received by Landlord within thirty (30) days following receipt of a statement of Additional Rent by Tenant, or has borne its respective share then such statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI any dispute with respect to such Product in such calendar quarter; providedstatements and, however, if it shall be finally determined that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with sums was not properly due, Landlord shall immediately refund the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order appropriate sum to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDTenant.

Calculation and Payment. Within [***] Interest on the Loans shall be calculated on the basis of a three hundred sixty-five (365) day year for the actual number of days after elapsed. The date of payment of any Loan or interest on any Loan shall be excluded from the end calculation of interest. Interest accruing on each Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter beginning with commencing on June 30, 2008; (ii) the calendar quarter prepayment of such Loan (or a portion thereof); and (iii) the Maturity Date. Such interest may be paid in which cash or, at the First Commercial Sale option of a Product occurs Borrower, interest may be paid in kind by adding the Shared Territory, Unum will report amount of such interest to the Finance Officers its Net Salesprincipal amount of each Loan (each Lender’s Loan to be ratably increased) on the applicable interest payment date, and Unum and SGI which will each report accrue interest pursuant to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum Section 1.2(a) or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoice, Unum or SGISection 1.2(c), as applicable, will make a payment and issuing to SGI or Unum respectively, as applicable, so that each Lender (i) an additional note in the amount of Unum and SGI has been compensated for its respective share the ratable increase of such Operating ProfitsLender’s Loan in substantially the form attached as Exhibit 1.2(b)-1 (each, or has borne its an “Additional Note”) and (ii) an additional warrant substantially in the form attached as Exhibit 1.2(b)-2 to purchase up to the number of shares of Common Stock obtained by dividing the amount of the ratable increase in such Lender’s Loan by 0.14 (each, an “Additional Warrant”). In the event that interest is not timely paid pursuant to this Section 1.2(b) on the applicable interest payment date, such interest payment shall be paid in kind and shall be added to the principal amount of each respective share Lender’s Loan no later than the Business Day following the applicable interest payment date, and the Borrower shall issue the applicable Additional Notes and Additional Warrants as provided herein. Borrower shall, in connection with the issuance of Additional Warrants pursuant hereto, take all actions (including the reservation of shares of Common Stock) required pursuant to the terms of such Operating LossAdditional Warrants. Notwithstanding the foregoing, as applicable, after giving effect Borrower shall not have an option to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product pay interest in such calendar quarter; provided, however, that kind in the event that Borrower does not have sufficient authorized, unissued and unreserved Common Stock to fully reserve shares of any disagreement with respect Common Stock for issuance upon exercise of the Additional Warrants or is otherwise unable to the calculation of such payment, any undisputed portion of such payment will be paid in accordance comply with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one terms of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAdditional Warrants.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning Calendar Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with a detailed, activity-based statement of its Joint Development Costs (the “Joint Development Cost Report”) and a detailed, activity-based statement of its Joint Commercialization Costs (or in each case an estimate of any portions thereof where actuals are not known as of such time) (together with the calendar quarter Joint Development Cost Report, the “Joint Cost Reports”) as well as details of any adjustments to be made to the amounts submitted in which the First Commercial Sale previous Calendar Quarter in a format to be agreed-upon by the JCC and JDC, as applicable. Within [*] days after the end of the Calendar Quarter, Partner shall provide Medivation and the JSC with a Product occurs written report (the “Reconciliation Report”) setting forth in a format to be agreed-upon by the Parties promptly after the Effective Date, the calculations of any Operating Profit or Operating Loss in the Shared TerritoryTerritory and each Party’s share of such Operating Profit or Operating Loss. Such Reconciliation Report shall include for such Calendar Quarter in the case of Medivation and corresponding Partner Quarter in the case of Partner, Unum will report to the Finance Officers its (i) total Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify Sales (including in reasonable detail all the deductions allowed in the calculation of such Net Sales and all expenses included in Sales), (ii) total Joint Development Costs and total Joint Commercialization CostsCosts incurred by each Party, and(iii) total aggregate Joint Development Costs and total aggregate Joint Commercialization Costs and each Party’s respective share thereof, and (iv) the net payment due from one Party to the other Party in accordance with this Section 8.2(a). Any net payment owed from one Party to the other Party shall be paid within [*] days following such reconciliation (i.e. within [*] days after the end of the Calendar Quarter) provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Joint Development Cost), JCC (with respect to a Joint Commercialization Cost) or JSC (with respect to Net Sales), as applicable, and any net payment owed with respect to the undisputed amounts shall be paid within such [*] period. If requested by Unum Medivation or SGIPartner, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. Within [***[ * ] Business Days after receipt of such reports= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoiceMARKED BY BRACKETS, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED.

Calculation and Payment. Within [***] days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Unum will each Party shall report to a finance officer designated by BPM and a finance officer designated by Roche (the “Finance Officers Officers”) an estimate of its BPM Net Sales, and Unum and SGI will each report to the Finance Officers its Development Roche Net Sales, Joint Operational Costs and Joint Commercialization Costs Cost of Goods Sold incurred by it in such calendar quarter Calendar Quarter for each ProductLicensed Product in the Shared Territory. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such BPM Net Sales, Roche Net Sales and all expenses included in Development Joint Operational Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly providedCost of Goods Sold. Within [***] Business Days after receipt of such reportsreport, each Party shall update such report to reflect the final amount of its BPM Net Sales, Roche Net Sales, Joint Operational Costs and Cost of Goods Sold. Within [***] of receipt of such final report, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Gross Profit or Operating Loss for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating LossGross Profit. Within [***] days after receipt of the other Party’s invoiceconferral period, Unum BPM or SGIRoche, as applicable, will shall make a reconciliation payment to SGI Roche ​ ​ ​ or Unum BPM respectively, as applicable, so that each of Unum BPM and SGI Roche has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, Gross Profit after giving effect to the BPM Net Sales invoiced by SGI and BPM or the Development Costs and Roche Net Sales invoiced by Roche, as applicable, the Joint Commercialization Operational Costs incurred by Unum each Party, and SGI the Cost of Goods Sold incurred by BPM with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum BPM and SGIRoche, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance An example of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDquarterly profit/loss calculation is attached as Appendix 8.4(b).

Calculation and Payment. Within [***] days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Unum will each Party shall report to a finance officer designated by Arvinas and a finance officer designated by Pfizer (the “Finance Officers Officers”) an estimate of its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs incurred by it in such calendar quarter Calendar Quarter for each Productthe Licensed Product in the Shared Territory. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [**] following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of its Net Sales, Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs. Within [**] Business Days after of receipt of such reportsfinal report, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit Net Profits or Operating Loss Losses for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit Net Profits or Operating LossLosses. Within [**] after such [**] days after receipt of the other Party’s invoiceconferral period, Unum Arvinas or SGIPfizer, as applicable, will shall make a reconciliation payment to SGI Arvinas or Unum Pfizer respectively, as applicable, so that each of Unum Arvinas and SGI Pfizer has been compensated for its respective share of such Operating ProfitsNet Profits or Losses incurred by each Party, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs incurred by Unum and SGI each Party with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum Arvinas and SGIPfizer, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Calculation and Payment. (a) Within [***] days after the end of each calendar quarter Quarter beginning with the calendar quarter first Quarter in which the First Commercial Sale of a Product occurs in the Shared Territoryeither Development Costs or Allowable Expenses are incurred, Unum will each Party shall report to the Finance Officers JFT its Net SalesSales and Sublicensing Revenue in the Major Markets, as well as its Allowable Expenses and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each ProductCosts. Each such report will shall, as applicable, specify in reasonable detail all deductions allowed in the calculation of such Net Sales Sales, documentation supporting its receipts of such Sublicensing Revenue, and all expenses or costs included in Allowable Expenses or Development Costs and Joint Commercialization Costs, and, if requested by Unum Genmab or SGI, any invoices or other supporting documentation for any payments to a Third Party that constitute Allowable Expenses or Development Costs and that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. In addition, each such report shall specify the amount of gross sales of Product for the Quarter and the amount offset from gross sales to Net Sales by category for the Quarter. Within [***] Business Days after receipt of such reports, the Finance Officers will JFT shall confer and agree upon in writing on a consolidated financial statement setting forth the Operating Profit or Operating Net Profit/Net Loss for such calendar quarter Quarter for such the Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Net Profit/Net Loss. (b) Within [**] Business Days after the Parties (through the JFT) have reconciled the reports delivered under Section 5.1.2(a) for each Quarter, the Party who will receive payment shall issue to the other Party an invoice for the agreed amount and the other Party shall, within [*] days after receipt Business Days of the other Party’s such invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectivelyGenmab, as applicable, so that each of Unum Genmab and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Net Profit/Net Loss, as applicable, after giving effect to the (i) Net Sales invoiced by SGI and Sublicensing Revenue received for the Major Markets as well as Allowable Expenses and Development Costs and Joint Commercialization Costs incurred by Unum SGI, and SGI with respect (ii) Net Sales invoiced and Sublicensing Revenue received for the Major Markets, as well as Allowable Expenses and Development Costs incurred by Genmab, to such Product in such calendar quartereffect the intent of Section 5.1.1; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days Business Days after the date on which Unum Genmab and SGI, using good faith efforts, resolve the disputedispute or such dispute is resolved pursuant to a dispute resolution mechanism under this Agreement. (c) In addition, following the Effective Datefor planning purposes, each Party will consider in good faith other reasonable procedures proposed by shall report to the other Party for sharing financial information in order to permit and the JFT within [*] Business Days after the end of each Party to close its books periodically in a timely manner. For calendar month following the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one first Launch of the cost categories that comprise Development Costs and Joint Commercialization Costs. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDProduct in its Party Major Market(s) its estimated Net Sales (including the