Royalty Reports; Payments Sample Clauses

Royalty Reports; Payments. Commencing on the First Commercial Sale of a Product (other than a U.S. [***] Product) and for so long as Royalties are due under this Agreement, no later than [***] after the end of each Calendar Quarter, NVS will provide to HMI a written report (each, a “Royalty Report”), which Royalty Report will set forth: (a) the Net Sales (in local currency and United States Dollars) for such Calendar Quarter on a country-by-country and Product-by-Product basis; (b) the amount of any adjustments to such Royalties in accordance with Section 11.7.2 (Adjustments to Royalties); (c) the resulting total Royalties for the relevant Calendar Quarter in United States Dollars; and (d) if, applicable, Sales Milestone Payments owed to HMI listed by category. All Royalty Reports will be the Confidential Information of NVS. Upon receipt of such Royalty Report, HMI shall issue an invoice to [***]. Royalty payments for each Calendar Quarter will be due within [***] of receipt of such written invoice by HMI for the Calendar Quarter.

Royalty Reports; Payments. Within *** after the end of any Calendar Quarter, the Royalty Paying Party shall provide the Royalty Receiving Party with a report stating the sales in units and in value of the Licensed Product made by the Royalty Paying Party, its Affiliates, licensees and sublicensees, as applicable, in the Royalty Paying Party’s territory, on a country-by-country basis, together with the calculation of the royalties due to the Royalty Receiving Party, including the method used to calculate the royalties and the exchange rates used. Royalty payments shall be made by the Royalty Paying Party to the bank account indicated by the Royalty Receiving Party within *** after the end of the applicable Calendar Quarter; provided that the Royalty Receiving Party has issued the relevant invoice for royalty payment within *** after the Royalty Receiving Party’s receipt of the royalty report from the Royalty Paying Party. In the event the Royalty Receiving Party fails to issue an invoice within such *** period as described above, the Royalty Paying Party’s obligation to pay such amounts within *** after the end of the applicable Calendar Quarter shall be extended by the number of days that lapse between the date the Royalty Receiving Party should have invoiced the Royalty Paying Party and the date the Royalty Receiving Party actually invoices the Royalty Paying Party.

Royalty Reports; Payments. Within [**] days after the end of each calendar quarter, Amgen shall submit to Infinity a report, on the basis of each Royalty-Bearing Product (other than Royalty-Bearing Products for which Amgen has eliminated its royalty obligations pursuant to Section 4.5.2), providing in reasonable detail an accounting of all Net Sales made during such calendar quarter. Concurrently with each such report, Amgen shall pay to Infinity all royalties payable by it under Section 4.5, as follows: (a) Amgen shall make estimated royalty payments with each such report submitted with respect to any of the first three calendar quarters of any calendar year based on the lowest royalty tier set forth in Section 4.5.1(a) (taking into consideration Section 4.5.1(d), if applicable) into which Amgen’s aggregate annual Net Sales of each Royalty-Bearing Product for such year could fall based on year-to-date Net Sales of such Royalty-Bearing Product and (b) Amgen shall make royalty payments with each such report submitted with respect to the final calendar quarter of any calendar year based on the actual royalty tier set forth in Section 4.5.1(a) (taking into consideration Section 4.5.1(d), if applicable) into which Amgen’s aggregate annual Net Sales of each Royalty-Bearing Product for such year actually fell and include with such royalty payments any additional amounts necessary to make the total of all royalty amounts paid by Amgen with respect to all Net Sales of Royalty-Bearing Products for such calendar year correct based on the actual royalty tiers set forth in Section 4.5.1(a) (taking into consideration Section 4.5.1(d), if applicable) into which Amgen’s aggregate annual Net Sales of such Royalty-Bearing Products for such year actually fell.

Royalty Reports; Payments. Commencing on [***], no later than [***] after the end of each Calendar Quarter, the Continuing Party will provide to the Opt- Out Party a written report (each, a “Royalty Report”), which Royalty Report will set forth: [***]. All Royalty Reports will be the Confidential Information of the Continuing Party. The Continuing Party will make all royalty payments for each Calendar Quarter no later than [***] after the end of each Calendar Quarter concurrently with the applicable Royalty Report. The Parties acknowledge and agree that the rights and access to the non-Continuing Party’s Know-How as set forth in the licenses granted herein is material and valuable consideration being provided by such non-Continuing Party, in addition to the licenses and rights being provided with respect to such non-Continuing Party’s Patents.

Royalty Reports; Payments. Within forty-five (45) days after the end of each Calendar Quarter during which there are Net Sales from the sale of a Licensed Product and/or a Diagnostic Licensed Product by Schering-Plough or an Affiliate giving rise to a payment obligation under Section 7.6 or 7.7, Schering-Plough shall submit to AVEO a report identifying its Net Sales for each Licensed Product or Diagnostic Licensed Product, in each case for each country for such Calendar Quarter, and the royalties and other amounts payable to AVEO pursuant to Sections 7.6 and 7.7. Concurrently with each such report, Schering-Plough shall pay to AVEO all amounts payable by it under Sections 7.6 and 7.7.

Royalty Reports; Payments. Following the First Commercial Sale of a Licensed Product, Novartis shall, within [**] following the end of each Contract Quarter, deliver to Alnylam a report stating the Net Sales in units and in value of the Licensed Product made by Novartis, its Affiliates and their respective licensees and sublicensees, on a country-by-country basis (consistent with Novartis's internal geographical organization thereof), together with the calculation of the royalties due to Alnylam. In the event that Alnylam agrees with Novartis's royalty calculation, Alnylam may submit an invoice to Novartis for such amounts. In the event that Alnylam does not agree with Novartis's royalty calculation, Alnylam may submit an invoice to Novartis for any undisputed amounts, which upon notice to Novartis of a dispute with respect to such royalty calculation, shall be without prejudice to Alnylam's rights and remedies with respect to any disputed amounts.

Royalty Reports; Payments. Within [ * ] after the end of any Calendar Quarter, Incyte shall provide Calithera with a report stating (a) the sales in units and in value of the Licensed Product made by Incyte, its Affiliates, licensees and sublicensees, as applicable, in the Territory (or applicable portion thereof), on a country-by-country and Licensed Product-by-Product basis, together with the calculation of the royalties due to Calithera, including the method used to calculate the royalties, and deductions to royalties as and to the extent permitted under this Agreement, including Section 8.4(c), and the exchange rates used, and (b) if applicable, the amount of any Incremental Royalty due under Section 5.2(c)(iv) or Section 9.5(d), the cumulative Incremental Royalty amounts paid to date, and the current balance of the Royalty Obligations Following Conversion; provided that Incyte shall additionally provide [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Calithera with a reasonable estimate of the sales in units and in value of the Licensed Product made by Incyte, its Affiliates, licensees and sublicensees, as applicable, in the Territory (or applicable portion thereof), on a country-by-country and Licensed Product-by-Product basis and corresponding, together with an estimation of the royalties due to Calithera as provided in clause (a) and (b) above, within [ * ] after the end of the applicable Calendar Quarter. For clarity, such estimates shall be non-binding on Incyte and for informational purposes only. Without limiting the foregoing, solely for purposes of calculating royalty payments hereunder, [ * ]. All royalty payments shall be made by Incyte to the bank account indicated by Calithera within [ * ] after the end of the applicable Calendar Quarter; provided that Calithera has issued the relevant invoice for royalty payment within [ * ] after Calithera’s receipt of the royalty report from Incyte. In the event Calithera fails to issue an invoice within such [ * ] as described above, Incyte’s obligation to pay such amounts within [ * ] after the end of the applicable Calendar Quarter shall be extended by the number of days that lapse between the date Calithera should have invoiced Incyte and the date Calithera actually invoices Incyte.

Royalty Reports; Payments. Within [***] days after the end of each Calendar Quarter following the Vividion Opt-Out Date, Celgene with respect to each Shared Product shall provide Vividion with a report stating the sales in units and in value of such Shared Product made by Celgene, its Affiliates, and Licensee Partners, as applicable, on a country-by- country basis, together with the calculation of the royalties due to Vividion, including the method used to calculate the royalties, the exchange rates used, and itemized deductions. Payments of all amounts payable under this Section 9.4 shall be made by Celgene to the bank account indicated by Vividion within [***] days from the end of each Calendar Quarter in which such payment accrues.

Royalty Reports; Payments. After the First Commercial Sale of the first Licensed Product and until expiration of the last Royalty Term, Novo Nordisk shall prepare and deliver to Keros royalty reports of the sale of Licensed Products for each calendar quarter within [***] of the end of each such calendar quarter specifying, [***]: (a) total gross invoiced amounts for Licensed Products sold; (b) amounts deducted by category in accordance with Section 1.49 (“Net Sales”) from gross invoiced amounts to calculate Net Sales; (c) Net Sales; and (d) royalties payable. Novo Nordisk shall accompany such report with payment to Keros of all amounts payable to Keros under Section 3.6 on Net Sales of Licensed Products for such calendar quarter.