Common use of Royalty Reports and Payments Clause in Contracts

Royalty Reports and Payments. During the Term, following the First Commercial Sale of a Licensed Product in a country of the Territory, Pfizer shall furnish to GMI a quarterly written report for each Pfizer Quarter showing for the applicable Pfizer Quarter the gross sales, Net Sales and calculation thereof that breaks-out the applicable deductions permitted in calculating Net Sales on a Licensed Product-by-Licensed Product and country-by-country basis for all Licensed Products during the applicable Pfizer Quarter, applicable royalty deductions for such Licensed Products, for the applicable Pfizer Quarter, the manner in which conversion to U.S. Dollars was calculated and the royalties payable under this Agreement for Licensed Products. Reports shall be due on the forty-fifth (45th) day following the close of each calendar quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due; provided if Net Sales in any Pfizer Quarter during a given Pfizer Year are less than zero as a result of permitted reductions in calculating Net Sales under this Agreement, then Pfizer will not be obligated to pay GMI any royalties for such Pfizer Quarter, and for purposes of calculating royalty payments with respect to the fourth Pfizer Quarter of such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [* * *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Pfizer Year, Net Sales for such fourth Pfizer Quarter shall be reduced by the aggregate amount of negative Net Sales in each Pfizer Quarter in which Net Sales are less than zero during the applicable Pfizer Year that have not been previously deducted from Net Sales. If, as a result of such reduction, the aggregate Net Sales with respect to such fourth Pfizer Quarter are less than zero, then, for purposes of calculating royalty payments with respect to the first Pfizer Quarter of the next succeeding Pfizer Year, Net Sales for such first Pfizer Quarter shall be reduced by the amount of negative Net Sales in the fourth Pfizer Quarter of the immediately preceding Pfizer Year. Any adjustment for negative Net Sales described in this Section 4.3 shall be clearly indicated and shown in the applicable royalty reports provided by Pfizer pursuant to this Section 4.3.

Royalty Reports and Payments. During the Term, License Term and following the First Commercial Sale of a Licensed Product in a each country of in the Territory, Pfizer CTI and its Affiliates shall furnish to GMI a North Shore quarterly written report for reports within sixty (60) days of the end of each Pfizer Quarter showing for the applicable Pfizer Quarter the gross salescalendar quarter, Net Sales and calculation thereof that breaks-out the applicable deductions permitted in calculating Net Sales showing, on a Licensed Product-by-Licensed Product and country-by-country basis for basis, the gross sales of all Licensed Products sold by CTI and its Affiliates during the applicable Pfizer Quarterreporting period, applicable the calculation of Net Sales from such gross sales, all consideration received by CTI and/or its Affiliates from sub-licensees in connection with the grant of any sub-licenses pursuant to this Agreement and the amount of any payments due to North Shore. Such quarterly reports shall be accompanied by payment of the royalty deductions amount or other payments due for such Licensed Productsthat calendar quarter. CTI and/or its Affiliates shall maintain complete and accurate books of account and records showing Net Sales and amounts received from sublicensees. Such books and records shall be open to inspection, in confidence, by North Shore during usual business hours, by an independent certified public accountant to whom CTI has no reasonable objection, for two (2) years after the calendar year to which they pertain, for the applicable Pfizer Quarterpurpose of verifying the accuracy of the payments made to North Shore pursuant to this Agreement. CTI and/or its Affiliates shall use commercially reasonable efforts to require any sub-licensees hereunder to maintain such books and allow such inspection by North Shore and shall, the manner in which conversion on request, disclose such information to U.S. Dollars was calculated and the royalties payable under this Agreement for Licensed ProductsNorth Shore as part of such inspection. Reports Inspection shall be due on the forty-fifth (45th) day following the close of each calendar quarter. Royalties shown to have accrued by each royalty report at North Shore's sole expense, shall be due and payable on reasonably limited to those matters related to the date such royalty report is due; provided if Net Sales in any Pfizer Quarter during a given Pfizer Year are less than zero as a result of permitted reductions in calculating Net Sales payment obligations under this Agreement, then Pfizer will not be obligated to pay GMI any royalties for such Pfizer Quarter, and for purposes of calculating royalty payments with respect to the fourth Pfizer Quarter of such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [* * *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Pfizer Year, Net Sales for such fourth Pfizer Quarter shall be reduced permitted no more than once per calendar year. Any underpayment to North Shore revealed by the aggregate amount of negative Net Sales in each Pfizer Quarter in which Net Sales are less than zero during the applicable Pfizer Year that have not been previously deducted from Net Sales. If, as a result of such reduction, the aggregate Net Sales with respect inspection shall be paid to such fourth Pfizer Quarter are less than zero, then, for purposes of calculating royalty payments with respect to the first Pfizer Quarter North Shore by CTI within thirty (30) days of the next succeeding Pfizer Yearinspection. If the inspection reveals an underpayment to North Shore in excess of 10%, Net Sales for such first Pfizer Quarter shall be reduced by then CTI will also pay the amount of negative Net Sales in the fourth Pfizer Quarter cost of the immediately preceding Pfizer Year. Any adjustment for negative Net Sales described in this Section 4.3 shall be clearly indicated and shown in the applicable royalty reports provided by Pfizer pursuant to this Section 4.3inspection.

Royalty Reports and Payments. During the Term, following After the First Commercial Sale by Schering or its Affiliates or Sublicensees of a the first Licensed Product in a country of the TerritoryField for which royalties are payable hereunder, Pfizer Schering shall furnish to GMI a make quarterly written report for reports to Santarus stating in each Pfizer Quarter showing for *** Certain information on this page has been omitted and filed separately with the applicable Pfizer Quarter the gross sales, Net Sales Securities and calculation thereof that breaks-out the applicable deductions permitted in calculating Net Sales on a Licensed Product-by-Licensed Product and country-by-country basis for all Licensed Products during the applicable Pfizer Quarter, applicable royalty deductions for such Licensed Products, for the applicable Pfizer Quarter, the manner in which conversion to U.S. Dollars was calculated and the royalties payable under this Agreement for Licensed ProductsExchange Commission. Reports shall be due on the forty-fifth (45th) day following the close of each calendar quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due; provided if Net Sales in any Pfizer Quarter during a given Pfizer Year are less than zero as a result of permitted reductions in calculating Net Sales under this Agreement, then Pfizer will not be obligated to pay GMI any royalties for such Pfizer Quarter, and for purposes of calculating royalty payments Confidential treatment has been requested with respect to the fourth Pfizer Quarter omitted portions. such report, separately for Schering and each of its Affiliates and Sublicensees, and by country: (i) the number, description and aggregate gross and Net Sales of each Licensed Product sold in the Field during the immediately preceding quarter, including reasonably detailed descriptions of all itemized deductions from gross sales; (ii) any reconciliation adjustments for amounts reported in the monthly interim reports for such quarter; (iii) the calculated amount of royalties due Santarus on account of such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBITNet Sales; and (iv) the basis for calculation of royalties due Santarus, including applicable deductions/adjustments, together with the exchange rates used for conversion and the royalty due to Santarus thereon. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [* * *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Pfizer Year, Net Sales for such fourth Pfizer Quarter Schering shall be reduced by the aggregate amount of negative Net Sales also make monthly interim written reports to Santarus stating in each Pfizer Quarter in which Net Sales are less than zero during the applicable Pfizer Year that have not been previously deducted from Net Sales. Ifsuch report, as a result separately for Schering and each of such reductionits Affiliates and Sublicensees, and by country, the aggregate Net Sales with respect to such fourth Pfizer Quarter are less than zero, then, for purposes of calculating royalty payments with respect to the first Pfizer Quarter of the next succeeding Pfizer Year, Net Sales for such first Pfizer Quarter shall be reduced by the amount of negative Net Sales Licensed Products sold in the fourth Pfizer Quarter of Field during the immediately preceding Pfizer Yearmonth. Any adjustment If no royalties are due for negative Net Sales described in a particular quarter or month, Schering shall so report to Santarus. Schering’s quarterly reports under this Section 4.3 5.8 for each calendar quarter shall be clearly indicated transmitted to Santarus by express mail or express delivery service, and shown by email (to [***] and [***], or to such other e-mail address(es) as Santarus may from time to time designate in writing), within thirty (30) days after the applicable royalty end of such calendar quarter. Monthly interim reports provided by Pfizer pursuant to under this Section 4.35.8 for each calendar month shall be transmitted to Santarus by email (to [***] and [***], or to such other e-mail address(es) as Santarus may from time to time designate in writing) within ten (10) days after the end of such calendar month, and upon request of Santarus shall also be transmitted to Santarus in hardcopy by express mail or express delivery service promptly following such request. All reports required by this Section 5.8 shall be marked “CONFIDENTIAL” by Schering and shall be treated by Santarus as the Confidential Information of Schering, subject to the terms and conditions of Article 8.

Royalty Reports and Payments. During the Term, following the First Commercial Sale of a Licensed Product in a country Within fifteen (15) days of the Territoryend of each calendar quarter Sobi shall provide Auxilium with a royalty report that includes: (i) a statement of the amount of gross sales of the Finished Product, Pfizer shall furnish to GMI a quarterly written report for each Pfizer Quarter showing for the applicable Pfizer Quarter the gross sales, Net Sales and calculation thereof that breaks-out the applicable deductions permitted in calculating Net Sales on a Licensed Productan indication-by-Licensed Product indication basis, (a) in the Territory as a whole and (b) on a country-by-country and month-by-month basis for all Licensed Products during the applicable Pfizer Quartercalendar quarter (including such amounts expressed in local currency and as converted to Dollars), applicable royalty deductions for such Licensed Products, for the applicable Pfizer Quarter, the manner in which conversion to U.S. Dollars was calculated and the royalties payable under this Agreement for Licensed Products. Reports shall be due on the forty-fifth (45thii) day following the close an itemized calculation of each calendar quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due; provided if Net Sales (a) in any Pfizer Quarter during a given Pfizer Year are less than zero the Territory as a result whole and (b) on a country-by-country and month-by-month basis, showing for both (a) and (b) deductions provided for in the definition of permitted reductions in calculating “Net Sales under this Agreement, then Pfizer will not be obligated Sales” during such calendar quarter and (iii) the total Royalty Payment payable to pay GMI any royalties for such Pfizer Quarter, and for purposes of calculating royalty payments Auxilium pursuant to Section 8.2 with respect to Net Sales during such calendar quarter less the fourth Pfizer Quarter aggregate amount of the Commercial Supply Price paid by Sobi for all Finished Product to which the Net Sales for such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBITcalendar quarter relate (the “Aggregate Quarterly Supply Price”), which amount shall be converted to Dollars at such time in accordance with Section 8.6. THE COPY FILED HEREWITH OMITS THE Without limiting the generality of the foregoing, Sobi shall require its Affiliates and sublicensees (and any distributors) to account for its Net Sales and to provide such reports with respect thereto as if such sales were made by Sobi. In the event that the amount of the Royalty Payment payable to Auxilium with respect to any calendar quarter is less than the Commercial Supply Price paid by Sobi for all Finished Product to which the Net Sales for such calendar quarter relate, Sobi shall be entitled to offset the amount by which such *** CERTAIN INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [* * *]. A COMPLETE VERSION OF IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Pfizer Year, Net Sales aggregate Commercial Supply Price exceeds the Royalty Payment for such fourth Pfizer Quarter shall be reduced calendar quarter against future Royalty Payments owed by the aggregate amount of negative Net Sales in each Pfizer Quarter in which Net Sales are less than zero during the applicable Pfizer Year that have not been previously deducted from Net Sales. If, as a result of such reduction, the aggregate Net Sales with respect to such fourth Pfizer Quarter are less than zero, then, for purposes of calculating royalty payments with respect to the first Pfizer Quarter of the next succeeding Pfizer Year, Net Sales for such first Pfizer Quarter shall be reduced by the amount of negative Net Sales in the fourth Pfizer Quarter of the immediately preceding Pfizer Year. Any adjustment for negative Net Sales described in this Section 4.3 shall be clearly indicated and shown in the applicable royalty reports provided by Pfizer pursuant to this Section 4.3Sobi.