Common use of Net Sales Reports; Audit Rights Clause in Contracts

Net Sales Reports; Audit Rights. Until Purchaser has satisfied its reporting obligations set forth in this Section 6.13 with respect to the Reporting Period, Purchaser shall provide Seller with reasonably detailed quarterly and annual reports, not later than [***] after the end of each Calendar Quarter and not later than [***] after the end of each Calendar Year, of the aggregate gross sales of Seller Products and Net Sales for such Calendar Quarter or Calendar Year, as applicable (collectively, the “Net Sales Reports”). All Net Sales Reports shall include separate line items for gross sales and Net Sales of each SKU of the Product or Third Generation Product, in each case, as applicable. Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep and maintain Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Purchaser shall, at the request of Seller, permit a nationally recognized registered independent auditor in the United States selected by Seller and reasonably acceptable to Purchaser (the “Independent Auditor”) to review during ordinary business hours and upon no less than [***] prior written notice, but on no more than [***] per calendar year, such books and records as may be necessary to determine the accuracy of any Net Sales Report. The Independent Auditor shall be bound by a confidentiality agreement, in a form reasonably acceptable to Purchaser, to keep all information acquired from Purchaser confidential, and shall be permitted to disclose to Seller only whether any Net Sales Report was accurate and the amount, if any, owed to or by Seller under Section 2.3.2. The Independent Auditor shall send a copy of its written reports to Purchaser at the same time such reports are sent to Seller, and the findings of the Independent Auditor in such report shall be binding on the Parties for all purposes. Seller shall be responsible for the fees and expenses of the Independent Auditor; provided, however, that Purchaser shall reimburse Seller in full for all such costs and expenses of the Independent Auditor if the Independent Auditor determines that a Milestone Payment was not paid pursuant to Section 2.3.2. Purchase shall promptly make any payments necessary to Seller to correct any failure to make a Milestone Payment when due and payable, which payments shall include interest on any unpaid amounts calculated at a rate per annum equal to the lesser of the prime rate of interest plus five percent (5%), as reported by New York edition of The Wall Street Journal on the last Business Day of the applicable Calendar Quarter, or the highest rate permitted by applicable Law, calculated on the number of days such payments are paid after the date such payments are due. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Net Sales Reports; Audit Rights. Until Purchaser has satisfied its reporting obligations set forth in this Section 6.13 with respect to the Reporting Period, Purchaser shall provide Seller with reasonably detailed quarterly and annual reports, not later than [***] ]7 after the end of each Calendar Quarter and not later than [***] after the end of each Calendar Year, of the aggregate gross sales of Seller Products and Net Sales for such Calendar Quarter or Calendar Year, as applicable (collectively, the “Net Sales Reports”). All Net Sales Reports shall include separate line items for gross sales and Net Sales of each SKU of the Product or Third Generation Product, in each case, as applicable. Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep and maintain Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Purchaser shall, at the request of Seller, permit a nationally recognized registered independent auditor in the United States selected by Seller and reasonably acceptable to Purchaser (the “Independent Auditor”) to review during ordinary business hours and upon no less than [***] prior written notice, but on no more than [***] per calendar year, such books and records as may be necessary to determine the accuracy of any Net Sales Report. The Independent Auditor shall be bound by a confidentiality agreement, in a form reasonably acceptable to Purchaser, to keep all information acquired from Purchaser confidential, and shall be permitted to disclose to Seller only whether any Net Sales Report was accurate and the amount, if any, owed to or by Seller under Section 2.3.2. The Independent Auditor shall send a copy of its written reports to Purchaser at the same time such reports are sent to Seller, and the findings of the Independent Auditor in such report shall be binding on the Parties for all purposes. Seller shall be responsible for the fees and expenses of the Independent Auditor; provided, however, that Purchaser shall reimburse Seller in full for all such costs and expenses of the Independent Auditor if the Independent Auditor determines that a Milestone Payment was not paid pursuant to Section 2.3.2. Purchase shall promptly make any payments necessary to Seller to correct any failure to make a Milestone Payment when due and payable, which payments shall include interest on any unpaid amounts calculated at a rate per annum equal to the lesser of the prime rate of interest plus five percent (5%), as reported by New York edition of The Wall Street Journal on the last Business Day of the applicable Calendar Quarter, or the highest rate permitted by applicable Law, calculated on the number of days such payments are paid after the date such payments are due. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Net Sales Reports; Audit Rights. Until Purchaser has satisfied its reporting obligations set forth in this Section 6.13 with respect to the Reporting Period, Purchaser shall provide Seller with reasonably detailed quarterly and annual reports, not later than [***] ]8 after the end of each Calendar Quarter and not later than [***] after the end of each Calendar Year, of the aggregate gross sales of Seller Products and Net Sales for such Calendar Quarter or Calendar Year, as applicable (collectively, the “Net Sales Reports”). All Net Sales Reports shall include separate line items for gross sales and Net Sales of each SKU of the Product or Third Generation Product, in each case, as applicable. Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep and maintain Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Purchaser shall, at the request of Seller, permit a nationally recognized registered independent auditor in the United States selected by Seller and reasonably acceptable to Purchaser (the “Independent Auditor”) to review during ordinary business hours and upon no less than [***] prior written notice, but on no more than [***] per calendar year, such books and records as may be necessary to determine the accuracy of any Net Sales Report. The Independent Auditor shall be bound by a confidentiality agreement, in a form reasonably acceptable to Purchaser, to keep all information acquired from Purchaser confidential, and shall be permitted to disclose to Seller only whether any Net Sales Report was accurate and the amount, if any, owed to or by Seller under Section 2.3.2. The Independent Auditor shall send a copy of its written reports to Purchaser at the same time such reports are sent to Seller, and the findings of the Independent Auditor in such report shall be binding on the Parties for all purposes. Seller shall be responsible for the fees and expenses of the Independent Auditor; provided, however, that Purchaser shall reimburse Seller in full for all such costs and expenses of the Independent Auditor if the Independent Auditor determines that a Milestone Payment was not paid pursuant to Section 2.3.2. Purchase shall promptly make any payments necessary to Seller to correct any failure to make a Milestone Payment when due and payable, which payments shall include interest on any unpaid amounts calculated at a rate per annum equal to the lesser of the prime rate of interest plus five percent (5%), as reported by New York edition of The Wall Street Journal on the last Business Day of the applicable Calendar Quarter, or the highest rate permitted by applicable Law, calculated on the number of days such payments are paid after the date such payments are due. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.