Reports and Payments in General. If Galapagos exercises its Co-Promotion Option with respect to a Co-Promotion Product, each Party shall report to the other Party, within […***…] ([…***…]) days after the end of each Calendar Quarter following such exercise, with regard to Net Sales and Allowable Expenses incurred by such Party for such Co-Promotion Product during such Calendar Quarter in the Co-Promotion Territory in a manner sufficient to enable the other Party to comply with its reporting requirements; provided that in the case of the first Calendar Quarter for which such report is due, each Party shall additionally report all Allowable Expenses incurred by such Party prior to such Calendar Quarter with respect to such Co-Promotion Product. Such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses. Within […***…] ([…***…]) days after the end of each Calendar Quarter (or for the last Calendar Quarter in a Calendar Year, […***…] ***Confidential Treatment Requested*** ([…***…]) days after the end of such Calendar Quarter), the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Net Profit or Net Loss and payments shall be made as set forth in subsections (i) and (ii) below, as applicable.
Reports and Payments in General. With respect to the Licensed Product(s) in the Partner Territory, each Party shall report to the other Party, within [*] days after the end of each quarter, Net Sales (in the case of ZAI) and Allowable Expenses incurred by such Party (including any Allowable Expenses incurred by a Party prior to Regulatory Approval of such Product) as set forth in Section 6.2(g) for such Licensed Product(s) during such quarter in the Partner Territory. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses, and, if requested by a Party, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [*] or collectively exceed [*] (or such other amount approved by the JCC) shall be promptly provided. Within [*] days after the end of each quarter (or for the last quarter in a year, [*] days after the end of such quarter), ZAI shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is an Operating Profit or an Operating Loss and payments shall be made, and shall provide a report to BMS setting forth in reasonable detail such calculation of Operating Profit or Operating Loss, and make payment or provide invoice to BMS for any reconciling payment as set forth in paragraphs (i) and (ii) below, as applicable. [*] = 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 406 of the Securities Act of 1933, as amended.
Reports and Payments in General. Each Party shall report to the other Party, within *** days after the end of each Calendar Quarter, with regard to Net Sales and Allowable Expenses incurred by such Party for Net Profit/Loss Split Products during such Calendar Quarter in a manner sufficient to enable the other Party to comply with its reporting requirements. Such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses. Within *** days after the end of each Calendar Quarter, the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Net Profit or Net Loss and payments shall be made as set forth in subsections (i) and (ii) below, as applicable.
Reports and Payments in General. With respect to each Product, BMS shall report to PDL, within [****]* after the end of each [****]*, with regard to Net Sales and Allowable Expenses (including any Allowable Expenses that are incurred by BMS prior to Launch of such Product) for such Product during such quarter in the U.S. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses, and, if requested by PDL, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [****]* shall be promptly provided. Within [****]* after the end of each [****]* (or for the last [****]* in a [****]*,[****]* after the end of [****]*), BMS shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is an Operating Profit or an Operating Loss and payments shall be made as set forth in paragraphs (i) and (ii) below, as applicable.
Reports and Payments in General. With respect to a Co-Promotion Product, or a Co-Developed Product for which Exelixis has not yet elected whether to exercise its Co-Promotion Option, each Party shall report to the other Party, within [ * ] after the end of each quarter, with regard to Net Sales and Allowable Expenses incurred by such Party (including any Allowable Expenses incurred by a Party prior to Regulatory Approval of such Product) for such Product during such quarter in the U.S. Each such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses, and, if requested by a Party, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [ * ] (or such other amount approved by the JFC) shall be promptly provided. Within [ * ] after the end of each quarter (or for the last quarter in a year, [ * ] after the end of such quarter), the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is an Operating Profit or an Operating Loss and payments shall be made as set forth in paragraphs (i) and (ii) below, as applicable.
Reports and Payments in General. In the event that MyoKardia exercises its DCM1 [***] Option, Sanofi shall report to MyoKardia, within sixty (60) days * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission after the end of each Calendar Quarter following such exercise, the [***], as applicable, with respect to the [***] Products, along with an itemized statement of gross invoiced sales, deductions from gross sales to achieve Net Sales, and all expenses included in the calculation of Allowable Expenses.
Reports and Payments in General. Each Party shall report to the other Party, within [**] after the end of each Calendar Quarter, the actual Net Sales and Allowable Expenses incurred by such Party with respect to Joint Products in the U.S. during such Calendar Quarter. Such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses. Within [**] after the end of each Calendar Quarter, BII shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Net Profit or Net Loss and provide Epizyme with written notice of the results of such reconciliation. Based on the results of such reconciliation, payments shall, subject to Section 5.2.2(c)(iv) (Overruns), be made as follows: (A) if there is a Net Profit for such Calendar Quarter, then BII shall pay to Epizyme an amount equal to fifty percent (50%) of the Net Profit for such Calendar Quarter; or (B) if there is a Net Loss for such Calendar Quarter, then the Party that has borne less than fifty percent (50%) of the aggregate Allowable Expenses incurred by the Parties during such Calendar Quarter shall make a reconciling payment to the other Party so that each Party bears fifty percent (50%) of the aggregate Allowable Expenses during such Calendar Quarter. Such payments shall be made within [**] following Epizyme’s receipt of the reconciliation notice. If either Party believes, in good faith, that the Net Sales or Allowable Expenses reported by the other Party for a Calendar Quarter are not accurate, then the Parties shall meet and discuss the alleged inaccuracy and attempt to come to resolution with respect thereto. In the event the Parties are unable to resolve the alleged inaccuracy, the Party alleging the inaccuracy will have the right to perform an audit of the other Party’s Net Sales and Allowable Expenses pursuant to the provisions of Section 7.10 (Audit; Audit Dispute), mutatis mutandis.
Reports and Payments in General. Within [****] after the end of each [****], (i) AbbVie shall provide Licensor with a flash report setting forth AbbVie’s [****] estimate of (A) the Net Sales of Licensed Products in the United States for such [****] and (B) the gross profits or losses in the United States for such [****] and (ii) each Party shall provide the other Party with a flash report setting forth such Party’s [****] estimate of the Allowable Expenses incurred by such Party for Licensed Products for such [****]. Within [****] after the end of each [****], (x) AbbVie shall report to Licensor the Net Sales of Licensed Products in the United States for such [****] and (y) each Party shall report to the other Party Allowable Expenses incurred by such Party for Licensed Products for such [****], in each case, in a manner sufficient to enable the other Party to calculate Net Profits or Net Losses for such [****]. Such report shall specify in [****] detail all expenses included in Allowable Expenses, and, if requested by a receiving Party, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [****] (or such other amount approved by the JSC) shall be promptly provided. Within [****]s after the end of each [****] (or for the last [****] in a [****], [****] after the end of such [****]), the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Net Profit or Net Loss and payments shall be made as set forth in subsections (a) and (b) below, as applicable.
Reports and Payments in General. In the event that Medarex exercises its Co-Promotion Option with respect to a Co-Promotion Product, each Party shall report to the other Party, within twenty (20) days after the end of each Quarter following such Exercise Notice, with regard to Net Sales and Allowable Expenses incurred by such Party for such Co-Promotion Product during such Quarter in the United States in a manner sufficient to enable the other Party to comply with its reporting requirements; provided that in the case of the first Quarter for which such report is due, each Party shall additionally report all Allowable Expenses incurred by such Party prior to such Quarter with respect to such Co-Promotion Product. Such report shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses, and, if requested by a Party, any invoices or other supporting documentation for any payments to a Third Party that individually exceed fifty thousand Dollars ($50,000) (or such other amount approved by the JFC) shall be promptly provided. Within forty-five (45) days after the end of each Quarter (or for the last Quarter in a Year, sixty (60) days after the end of such Quarter), the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Profit or Loss and payments shall be made as set forth in subsections (a) and (b) below, as applicable.
Reports and Payments in General. Within [**] after the end of each Calendar Quarter, Solid will report to Ultragenyx the preliminary Allowable Expenses, and within [**] after the end of each Calendar Quarter, will submit to Ultragenyx the final report of Allowable Expenses, made or to be made by Solid with respect to each Income Share Product in the Option Territory for the just-ended Calendar Quarter. Ultragenyx will report to Solid, within [**] after the end of each Calendar Quarter a preliminary report, and within [**] after the end of each Calendar Quarter, the complete report, in each case, of the outstanding amount a Party will be responsible for paying to the other Party such that the Parties share Net Income or Net Losses, as applicable, with respect to the Income Share Product in accordance with the percentages set forth in Section 1 of this Exhibit B (such report, the “Initial Balancing Report”), along with [**]. Following Ultragenyx’s issuance of the Initial Balancing Report, the Parties will have [**] to discuss such Initial Balancing Report, after which Ultragenyx will issue to Solid a final balancing report which will reflect all of Solid’s reasonable and substantiated comments with respect to the corresponding Initial Balancing Report (such final report, the “Final Balancing Report”). Based on the Final Balancing Report, one Party will make a balancing payment (the “Balancing Payment”) to the other Party as follows:
