Common use of Net Income Payments Clause in Contracts

Net Income Payments. ARCHEMIX shall receive from MERCK, in lieu of receiving any royalty payments with respect to the Commercialization of each Co-Developed Product in the Co-Development Territory, the ARCHEMIX Co-Development Sharing Percentage of all Annual Net Income derived from sales of that Co-Developed Product in the Co-Development Territory as described herein for as long as there are sales by MERCK, its Affiliates or Sublicensees of such Co-Developed Product in the Co-Development Territory (such payments, the “Net Income Payments”). Within [***] days following the end of each Calendar Quarter commencing on and after the date of First Commercial Sale of each Co-Developed Product, (a) ARCHEMIX shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales with respect to such Co-Developed Product in the Co-Development Territory as set forth in Schedule 11 in the definition of Net Income and (b) MERCK shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales (again as set forth in Schedule 11 in the definition of Net Income) with respect to, as well as the Net Sales and Cost of Goods of the Co-Developed Product applicable to, such Co-Developed Product. Within [***] days following the end of the Calendar Quarter, the JDC shall submit to the Parties a written report setting forth in reasonable detail (i) the calculation of Annual Net Income, determined in accordance with Schedule 11 attached hereto and (ii) the calculation of the amount of Annual Net Income payable to ARCHEMIX, or for which ARCHEMIX is responsible, as the case may be, in accordance with its ARCHEMIX Co-Development Sharing Percentage for that Co-Developed Product taking into account ARCHEMIX’s expenditures for the period. All Net Income Payments payable by MERCK or ARCHEMIX, as the case may be, to the other Party shall be paid within [***] days following issuance of such written report. For purposes of clarity, all references to the JDC above shall be deemed to refer to MERCK if the Parties do not establish the JDC.

Net Income Payments. ARCHEMIX shall receive from MERCK, in In lieu of receiving paying any royalty payments with respect to the Commercialization of each Co-Developed Product in the Co-Development Territory, the ARCHEMIX each Party shall receive its Co-Development Sharing Promotion Percentage of all Annual Net Income derived from sales of that Co-Developed Product 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 Securities Exchange Act of 1934. in the Co-Development Territory as described herein for as long as there are sales by MERCK, its Affiliates or Sublicensees of such Co-Developed Product in the Co-Development Territory (such payments, the “Net Income Payments”). Within [***] ([***]) days following the end of each Calendar Quarter commencing on and after the date of First Commercial Sale of each Co-Developed Product, (a) ARCHEMIX Biotest and ImmunoGen shall submit to the JDC JFC all expenses Commercialization Expenses incurred by it that qualify as deductions from Net Sales with respect to such Co-Developed Product in the Co-Development Territory as set forth in Schedule 11 in the definition of Net Income and (b) MERCK shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales (again as set forth in Schedule 11 in the definition of Net Income) with respect toTerritory, as well as the Net Sales and Cost of Goods of the Co-Developed Product applicable to, such Co-Developed Product, as well as Net Sales. Within [***] ([***]) days following the end of the Calendar Quarter, the JDC JFC shall submit to the Parties a written report setting forth in reasonable detail (ia) the calculation of Annual Net Income, determined in accordance with Schedule 11 1 attached hereto and (iib) the calculation of the amount of Annual Net Income payable to ARCHEMIX, or for which ARCHEMIX is responsible, as the case may be, each Party in accordance with its ARCHEMIX respective Co-Development Sharing Promotion Percentage for that Co-Developed Product taking into account ARCHEMIX’s expenditures for Product. In the period. All event that the amount of Net Income Payments payable by MERCK or ARCHEMIXis not equally distributed between the Parties, as the case may be, Party having received the greater portion of Net Income Payments shall pay to the other Party shall be paid that portion of the excess amount within [***] ([***]) days following issuance the end of such written report. For purposes of clarity, all references the Calendar Quarter which generates the correct distribution according to the JDC above shall be deemed to refer to MERCK if the Parties do not establish the JDCapplicable Co-Promotion Percentage.

Net Income Payments. ARCHEMIX shall receive from MERCK, in In lieu of receiving paying any royalty payments with respect to the Commercialization of each Co-Developed Product in the Co-Development Territory, the ARCHEMIX each Party shall receive its Co-Development Sharing Promotion Percentage of all Annual Net Income derived from sales of that Co-Developed Product in the Co-Development Territory as described herein for as long as there are sales by MERCK, its Affiliates or Sublicensees of such Co-Developed Product in the Co-Development Territory (such payments, the “Net Income Payments”). Within [***] ([***]) days following the end of each Calendar Quarter commencing on and after the date of First Commercial Sale of each Co-Developed Product, (a) ARCHEMIX Biotest and ImmunoGen shall submit to the JDC JFC all expenses Commercialization Expenses incurred by it that qualify as deductions from Net Sales with respect to such Co-Developed Product in the Co-Development Territory as set forth in Schedule 11 in the definition of Net Income and (b) MERCK shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales (again as set forth in Schedule 11 in the definition of Net Income) with respect toTerritory, as well as the Net Sales and Cost of Goods of the Co-Developed Product applicable to, such Co-Developed Product, as well as Net Sales. Within [***] ([***]) days following the end of the Calendar Quarter, the JDC JFC shall submit to the Parties a written report setting forth in reasonable detail (ia) the calculation of Annual Net Income, determined in accordance with Schedule 11 1 attached hereto and (iib) the calculation of the amount of Annual Net Income payable to ARCHEMIX, or for which ARCHEMIX is responsible, as the case may be, each Party in accordance with its ARCHEMIX respective Co-Development Sharing Promotion Percentage for that Co-Developed Product taking into account ARCHEMIX’s expenditures for Product. In the period. All event that the amount of Net Income Payments payable by MERCK or ARCHEMIXis not equally distributed between the Parties, as the case may be, Party having received the greater portion of Net Income Payments shall pay to the other Party shall be paid that portion of the excess amount within [***] ([***]) days following issuance the end of such written report. For purposes of clarity, all references the Calendar Quarter which generates the correct distribution according to the JDC above shall be deemed to refer to MERCK if the Parties do not establish the JDCapplicable Co-Promotion Percentage.