Common use of Payments Due to Purchaser Clause in Contracts

Payments Due to Purchaser. (a) Subject to the terms and conditions provided in this Agreement, Purchaser shall purchase and accept from Seller at the Milestone Closings the percentages of Product Payments specified in this Section 2.1(a). In each such purchase, Purchaser shall purchase and accept from Seller, and Seller shall sell, convey, transfer, and assign to Purchaser, all of Seller’s right, title and interest in (and, accordingly, Purchaser shall possess all right, title and interest in the aggregate in) [***] percent ([***]%) of Product Payments (the “Full Royalty Rate”); provided, that if a Subsequent Funding Failure occurs and Seller exercises its right under Section 1.8(b) to terminate its obligation to accept the applicable Subsequent Milestone Amount and all other remaining Subsequent Milestone Amounts, if any, then from and after such termination Purchaser’s aggregate right, title and interest in the Product Payments shall be reduced to [***] percent ([***]%) (the “Default Royalty Rate”) (as applicable, the “Purchased Royalty”). (b) The Purchased Royalty will be calculated and payable by Seller or its Affiliates on a Calendar Quarter basis during the Royalty Period in accordance with Sections 2.2 and 2.3. (c) The payments made by Seller to Purchaser pursuant to this Section 2.1 to the extent relating to Product Net Sales shall be made based on Seller’s accrual accounting system in accordance with GAAP or International Financial Reporting Standards (as applicable). Adjustments made to accrued amounts used to calculate the Purchased Royalty for a Calendar Quarter after the payment of such Purchased Royalty shall be applied to correspondingly adjust calculations of the Purchased Royalty for subsequent Calendar Quarters when such adjustments are made.

Payments Due to Purchaser. (ai) Subject to the terms and conditions provided in this Agreement, Purchaser shall purchase and accept from Seller at the Milestone Closings the percentages of Product Payments specified in this Section 2.1(a2.1 in up to three separate purchases (as applicable, the “First Purchase,” the “Second Purchase” and the “Third Purchase”). In each such purchase, Purchaser shall purchase and accept from Seller, and Seller shall sell, convey, transfer, and assign to Purchaser, all of Seller’s right, title and interest in [**] percent (and, accordingly[**]%) of Product Payments. Accordingly, Purchaser shall possess all right, title and interest in the aggregate in(i) [***] percent ([***]%) of Product Payments (the “Full Royalty Rate”); provided, that if a Subsequent Funding Failure occurs and Seller exercises its right under Section 1.8(b) to terminate its obligation to accept the applicable Subsequent Milestone Amount and all other remaining Subsequent Milestone Amounts, if any, then from and after such termination Purchaser’s aggregate rightthe First Closing if the First Closing occurs, title and interest in the Product Payments shall be reduced to (ii) [***] percent ([**]%) of Product Payments from and after the Second Closing if the First Closing and the Second Closing both occur and (iii) [**] percent ([**]%) (of Product Payments from and after the “Default Royalty Rate”) Third Closing if the First Closing, the Second Closing and the Third Closing all occur (as applicable, the “Purchased Product Royalty”). (bii) The Purchased Product Royalty will be calculated and payable by Seller or its Affiliates on a Calendar Quarter basis during the Royalty Period Period. Seller will, or will cause its Affiliates to pay to Purchaser the applicable royalty amount (i) with respect to each of the first, second and third Calendar Quarters in accordance a given Calendar Year, within [**] days after the end of each such Calendar Quarter, and (ii) with Sections 2.2 and 2.3respect to the fourth Calendar Quarter in a given Calendar Year, within [**] days after the end of such Calendar Quarter. (cb) The payments made by Seller to Purchaser pursuant to this Section 2.1 to the extent relating to Product Net Sales 2.1(a) shall be made based on Seller’s accrual accounting system provided such system is in accordance with GAAP or International Financial Reporting Standards (as applicable). Adjustments made to accrued amounts used to calculate the Purchased Product Royalty for a Calendar Quarter after the payment of such Purchased Product Royalty shall be applied to correspondingly adjust calculations of the Purchased Product Royalty for subsequent Calendar Quarters when such adjustments are made. Seller shall provide to Purchaser documentation reasonably necessary to explain or support such adjustments. (c) All payments of Purchased Product Royalty under this Section 2.1 and any other payment made by Seller or its Affiliates to Purchaser under this Agreement will be made in U.S. dollars by wire transfer of immediately available funds, free and clear of all Encumbrances and without offset or reduction by Seller or its Affiliates of any kind (except pursuant to the reconciliation procedures under this Section 2.1 or pursuant to Section 2.4), to such account as Purchaser will notify Seller in writing. (d) Seller will, and will cause its Affiliates to, hold in trust for the benefit of Purchaser any portion of Product Payments constituting Purchased Receivables until such funds are paid to Purchaser within the time period provided therefor under this Agreement. (e) In the event that Applicable Laws in any country render it impossible or illegal for Seller or any of its Affiliates, licensees or sublicensees to transfer, or have transferred on its behalf, Purchased Product Royalty payments to Purchaser, Seller or its Affiliate shall promptly notify Purchaser of the conditions preventing such transfer and such Purchased Product Royalty payments shall be deposited in local currency in the relevant country to the credit of Purchaser in a recognized banking institution designated by Purchaser or, if none is designated by Purchaser within a period of [**] days, in a recognized banking institution selected by Seller or its Affiliate, licensee or sublicensee, as the case may be, and identified in a notice given to Purchaser.