Common use of Payment of Milestones; Payment of Royalties; Royalty Reports Clause in Contracts

Payment of Milestones; Payment of Royalties; Royalty Reports. Lilly shall make any milestone payments owed to ImmunoGen hereunder in U.S. Dollars, using the wire transfer provisions of Section 5.6(d) hereof within [***] days of the occurrence of the applicable event giving rise to the obligation and receipt by Lilly of an invoice from ImmunoGen to make such payment. Lilly shall make any royalty payments owed to ImmunoGen in U.S. Dollars, quarterly within [***] days following the end of each Calendar Quarter for which such royalties are deemed to occur (as provided in the next sentence), using the wire transfer provisions of Section 5.6(d) hereof. Determination of when a sale of any Licensed Product occurs for purposes of this Agreement shall be made when the revenue from such sale is recognized by Lilly in accordance with Lilly Accounting Standards or, in the case of Sublicensees, in accordance with such Sublicensees’ respective revenue recognition accounting standards, consistently applied. Each royalty payment shall be accompanied by a report in which sales of Licensed Products occurred in the Calendar Quarter covered by such statement, specifying each of: (A) the Net Sales in U.S. Dollars of each Licensed Product on a country-by-country basis in the Territory during the Calendar Quarter by Lilly and its Affiliates and Sublicensees; (B) the applicable royalty rate(s) under this Agreement [***]; and (C) the royalties payable, in U.S. Dollars, which shall have accrued hereunder with respect to such Net Sales.

Payment of Milestones; Payment of Royalties; Royalty Reports. Lilly Jazz shall make any milestone payments owed to ImmunoGen hereunder in U.S. Dollars, using the wire transfer provisions of Section 5.6(d) hereof 6.6.4 within [***] days of the occurrence of the applicable event giving rise to the obligation and receipt by Lilly Jazz of an invoice from ImmunoGen to make such payment. Lilly Jazz shall make any royalty payments owed to ImmunoGen in U.S. Dollars, quarterly within [***] days following the end of each Calendar Quarter for which such royalties are deemed to occur (as provided in the next sentence), using the wire transfer provisions of Section 5.6(d) hereof6.6.4. Determination of when a sale of any the Licensed Product occurs for purposes of this Agreement shall be made when the revenue from such sale is recognized by Lilly Jazz in accordance with Lilly Jazz Accounting Standards or, in the case of Sublicensees, in accordance with such Sublicensees’ respective revenue recognition accounting standards, consistently applied. Each royalty payment shall be accompanied by a report for each country in the Jazz Territory in which sales of the Licensed Products Product occurred in the Calendar Quarter covered by such statement, specifying each of: (Aa) the gross sales (if available) and the Net Sales in U.S. Dollars each country’s currency of each the Licensed Product on a country-by-country basis in the Jazz Territory during the Calendar Quarter reporting period by Lilly Jazz and its Affiliates and SublicenseesSublicensees (specifying in reasonable detail each of the deductions to gross sales used to calculate Net Sales); (Bb) the applicable exchange rate to convert each country’s currency to U.S. Dollars under Section 6.6.2; (c) the applicable royalty rate(s) under this Agreement [***](specifying in reasonable detail each adjustment, if any, to the royalty rate(s) as provided in Sections 6.6.2–6.7, inclusive); and (Cd) the royalties payable, in U.S. Dollars, which shall have accrued hereunder with respect to such Net Sales. Jazz shall provide ImmunoGen with a non-binding estimate of its royalty payments owed to ImmunoGen for each Calendar Quarter at least [***] days before the end of such Calendar Quarter.

Payment of Milestones; Payment of Royalties; Royalty Reports. Lilly shall make any milestone payments owed to ImmunoGen hereunder in U.S. Dollars, using the wire transfer provisions of Section 5.6(d) hereof within [***] days of the occurrence of the applicable event giving rise to the obligation and receipt by Lilly of an invoice from ImmunoGen to make such payment. Lilly shall make any royalty payments owed to ImmunoGen in U.S. Dollars, quarterly within [***] days following the end of each Calendar Quarter for which such royalties are deemed to occur (as provided in the next sentence), using the wire transfer provisions of Section 5.6(d) hereof. Determination of when a sale of any Licensed Product occurs for purposes of this Agreement shall be made when the revenue from such sale is recognized by Lilly in accordance with Lilly Accounting Standards or, in the case of Sublicensees, in accordance with such Sublicensees’ respective revenue recognition accounting standards, consistently applied. Each royalty payment shall be accompanied by a report in which sales of Licensed Products occurred in the Calendar Quarter covered by such statement, specifying each of: (A) the Net Sales in U.S. Dollars of each Licensed Product on a country-by-country basis in the Territory during the Calendar Quarter by Lilly and its Affiliates and Sublicensees; (B) the applicable royalty rate(s) under this Agreement [***]; and (C) the royalties payable, in U.S. Dollars, which shall have accrued hereunder with respect to such Net Sales.