Common use of Reports and Payments in General Clause in Contracts

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, […***…] ([…***…]) 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. (i) If there is a Net Profit for such Calendar Quarter, then Xxxxxx shall reimburse Galapagos for Allowable Expenses incurred by Galapagos in such Calendar Quarter and shall pay to Galapagos, an amount equal to […***…] percent ([…***…]%) of the Net Profit for such Calendar Quarter within […***…] ([…***…]) days after the end of each Calendar Quarter; or (ii) If there is a Net Loss for such Calendar Quarter, then the Party that has borne less than its share of the Allowable Expenses in such Calendar Quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Allowable Expenses during such Calendar Quarter. A sample calculation for determining the Net Profits and Net Losses is attached hereto as Schedule 6.10.1.

Reports and Payments in General. If Galapagos exercises its Co-Promotion Option with With respect to a Co-Promotion Productthe Licensed Product(s) in the Partner Territory, each Party shall report to the other Party, within […***…] ([…***…]) days after the end of each Calendar Quarter following such exercisequarter, with regard to Net Sales (in the case of ZAI) 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 (including any Allowable Expenses incurred by such a Party prior to Regulatory Approval of such Calendar Quarter with respect to Product) as set forth in Section 6.2(g) for such Co-Promotion ProductLicensed Product(s) during such quarter in the Partner Territory. Such 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 Calendar Quarter quarter (or for the last Calendar Quarter quarter in a Calendar Yearyear, […***…] ([…***…]) days after the end of such Calendar Quarterquarter), the Parties ZAI shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is a Net an Operating Profit or Net an Operating Loss and payments shall be made 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 subsections 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. (i) If there is a Net an Operating Profit for such Calendar Quarterquarter, then Xxxxxx ZAI shall reimburse Galapagos BMS for Allowable Expenses incurred by Galapagos BMS in such Calendar Quarter quarter and shall pay to Galapagos, BMS an amount equal to […***…] percent ([…***…]%) of the Net Operating Profit for such Calendar Quarter within quarter, and ZAI shall retain an amount equal to […***…] ([…***…]) days after the end of each Calendar QuarterOperating Profit for such quarter; or (ii) If there is a Net an Operating Loss for such Calendar Quarterquarter, then the Party that has borne less than its share of the Allowable Expenses Operating Loss in such Calendar Quarter quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Operating Loss during such quarter. Specifically: (1) In the event that BMS has borne Allowable Expenses in excess of [*] of the Operating Loss for such quarter, then ZAI shall make a reconciling payment to BMS in the amount equal to such Allowable Expenses incurred by BMS less BMS’s share of the Operating Loss during such Calendar Quarter. A sample calculation quarter, or (2) In the event that BMS has borne Allowable Expenses less than its share of the Operating Loss for determining such quarter, then ZAI shall invoice BMS for, and BMS shall pay to ZAI, a reconciling payment owed to ZAI within [*] days subsequent to such invoice, in the Net Profits and Net Losses is attached hereto as Schedule 6.10.1amount equal to BMS’s share of the Operating Loss less the amount of Allowable Expenses incurred by BMS during such quarter, or (3) In the event that BMS has borne Allowable Expenses equal to its share of the Operating Loss for such quarter, no reconciling payment will be paid by either Party.

Reports and Payments in General. If Galapagos exercises its CoUpon initiation of the co-Promotion Option promotion 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 exerciseinitiation, 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 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, […***…] ([…***…]) 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. (i) If there is a Net Profit for such Calendar Quarter, then Xxxxxx AbbVie shall reimburse Galapagos for Allowable Expenses incurred by Galapagos in such Calendar Quarter and shall pay to Galapagos, an amount equal to […***…] percent ([…***…]%) of the Net Profit for such Calendar Quarter within […***…] ([…***…]) days after the end of each Calendar Quarter; or (ii) If there is a Net Loss for such Calendar Quarter, then the Party that has borne less than its share of the Allowable Expenses in such Calendar Quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Allowable Expenses during such Calendar Quarter. A sample calculation for determining the Net Profits and Net Losses is attached hereto as Schedule 6.10.16.8.1.

Reports and Payments in General. If Galapagos 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 Calendar Quarter following such exerciseExercise Notice, 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 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 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 Net Sales, 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 Calendar Quarter (or for the last Calendar Quarter in a Calendar Year, […***…] sixty ([…***…]60) 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 (which calculation shall be made without taking into account any BMS Co-Promotion Royalty) and payments shall be made as set forth in subsections (ia) and (iib) 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) a. If there is a Net Profit for such Calendar Quarter, then Xxxxxx BMS shall (i) reimburse Galapagos Medarex for Allowable Expenses incurred by Galapagos Medarex in such Calendar Quarter and shall (ii) pay to GalapagosMedarex, subject to Section 6.4.2, an amount equal to […***…] forty-five percent ([…***…]45%) of the Net Profit for such Calendar Quarter, less the applicable aggregate BMS Co-Promotion Royalty for such Quarter, provided that if Medarex’s share of the Profit for such Quarter is less than the BMS Co-Promotion Royalty payable to BMS, Medarex shall make a reconciling payment to BMS (either by direct payment to BMS or by offset of other amounts payable by BMS to Medarex for such Quarter) equal to the applicable shortfall within […***…] ([…***…]A) days such applicable forty-five (45)-day period or sixty (60)-day period as set forth above or (B) ten (10) Business Days after BMS has notified Medarex in writing of the end amount of each Calendar Quarter; orthe shortfall, whichever is the later date. (ii) b. If there is a Net Loss for such Calendar Quarter, then (i) the Party that has borne less than its share of the Allowable Expenses in such Calendar Quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Allowable Expenses during such Calendar Quarter and (ii) Medarex shall make a reconciling payment to BMS (either by direct payment to BMS or by offset of other amounts payable by BMS to Medarex for such Quarter. A sample calculation ) equal to the aggregate BMS Co-Promotion Royalty payable to BMS for determining the Net Profits and Net Losses is attached hereto as Schedule 6.10.1such Quarter.

Reports and Payments in General. If Galapagos exercises its CoUpon initiation of the co-Promotion Option promotion 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 exerciseinitiation, 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 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, […...***…...] ([…***…]) 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. (i) If there is a Net Profit for such Calendar Quarter, then Xxxxxx AbbVie shall reimburse Galapagos for Allowable Expenses incurred by Galapagos in such Calendar Quarter and shall pay to Galapagos, an amount equal to […...***…...] percent ([…...***…...]%) of the Net Profit for such Calendar Quarter within […...***…...] ([…***…]) days after the end of each Calendar Quarter; or (ii) If there is a Net Loss for such Calendar Quarter, then the Party that has borne less than its share of the Allowable Expenses in such Calendar Quarter shall make a reconciling payment to the other Party within […...***…...] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Allowable Expenses during such Calendar Quarter. A sample calculation for determining the Net Profits and Net Losses is attached hereto as Schedule 6.10.16.8.1.

Reports and Payments in General. If Galapagos 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 Calendar Quarter following such exerciseExercise Notice, 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 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 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, 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 Calendar Quarter (or for the last Calendar Quarter in a Calendar Year, […***…] sixty ([…***…]60) 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 (ia) and (iib) below, as applicable. (ia) If there is a Net Profit for such Calendar Quarter, then Xxxxxx BMS shall reimburse Galapagos Medarex for Allowable Expenses incurred by Galapagos Medarex in such Calendar Quarter and shall pay to GalapagosMedarex, subject to Section 6.4.2, an amount equal to […***…] forty-five percent ([…***…]45%) of the Net Profit for such Calendar Quarter within Quarter; or † […***…] ([…***…]) days after the end of each Calendar Quarter; or] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (iib) If there is a Net Loss for such Calendar Quarter, then the Party that has borne less than its share of the Allowable Expenses in such Calendar Quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure that each Party bears its share of such Allowable Expenses during such Calendar Quarter. A sample calculation for determining the Net Profits and Net Losses is attached hereto as Schedule 6.10.1.

Reports and Payments in General. If Galapagos exercises its Co-Promotion Option with respect to a Co-Promotion Product, each Each Party shall report to the other Party, within […***…] ([…***…]) days after the end of each Calendar Quarter following such exerciseQuarter, with regard to the actual Net Sales and Allowable Expenses incurred by such Party for such Co-Promotion Product with respect to Joint Products in the U.S. 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 ProductQuarter. 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 YearQuarter, […***…] ([…***…]) days after the end of such Calendar Quarter), the Parties 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 shall, subject to Section 5.2.2(c)(iv) (Overruns), be made as set forth in subsections follows: (iA) and (ii) below, as applicable. (i) If if there is a Net Profit for such Calendar Quarter, then Xxxxxx shall reimburse Galapagos for Allowable Expenses incurred by Galapagos in such Calendar Quarter and BII shall pay to Galapagos, Epizyme an amount equal to […***…] fifty percent ([…***…]50%) of the Net Profit for such Calendar Quarter within […***…] ([…***…]) days after the end of each Calendar Quarter; or or (iiB) If if there is a Net Loss for such Calendar Quarter, then the Party that has borne less than its share fifty percent (50%) of the aggregate Allowable Expenses in incurred by the Parties during such Calendar Quarter shall make a reconciling payment to the other Party within […***…] ([…***…]) days after the end of each Calendar Quarter to assure so that each Party bears its share fifty percent (50%) of such the aggregate Allowable Expenses during such Calendar Quarter. A sample calculation for determining Such payments shall be made within [**] following Epizyme’s receipt of the reconciliation notice. If either Party believes, in good faith, that the Net Profits 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 Losses is attached hereto as Schedule 6.10.1Sales and Allowable Expenses pursuant to the provisions of Section 7.10 (Audit; Audit Dispute), mutatis mutandis.