Common use of Reports and Payments in General Clause in Contracts

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. (i) If there is an Operating Profit for such quarter, then BMS shall pay to PDL an amount equal to [****]* of the Operating Profit for such quarter within [****]* subsequent to BMS’ preparation of such reconciliation; or (ii) If there is an Operating Loss for such quarter, then PDL shall make a reconciling payment to BMS to assure that PDL bears its share of such Operating Loss during such quarter within [****]* subsequent to PDL’s receipt of such reconciliation.

Reports and Payments in General. With respect to each Product, BMS shall report to PDL, within Within [****]* ] after the end of each [****], (i) AbbVie shall provide Licensor with a flash report setting forth AbbVie’s [*, with regard to ***] 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 [****], (including any 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 that are incurred by BMS prior to Launch of such Product) Party for Licensed Products for such Product during [****], in each case, in a manner sufficient to enable the other Party to calculate Net Profits or Net Losses for such quarter in the U.S. Each such [****]. 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 PDLa 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 [****]* after the end of [****]*), BMS the Parties shall reconcile all Net Sales and Allowable Expenses to ascertain whether there is an Operating a Net Profit or an Operating Net Loss and payments shall be made as set forth in paragraphs subsections (ia) and (iib) below, as applicable. (ia) If there is an Operating a Net Profit for such quarter, then BMS shall pay to PDL an amount equal to [****]* , then, no later than [****] after the end of the Operating Profit for such quarter within [****]* subsequent to BMS’ preparation of such reconciliation; or (ii) If there is an Operating Loss for such quarter, then PDL AbbVie shall make a reconciling payment to BMS Licensor to assure ensure that PDL bears Licensor receives an amount equal to its share percentage of the Net Profit set forth in Section 6.3.1 for such Operating Loss during [****] (taking into account any Allowable Expenses incurred by Licensor in such quarter within [****]* subsequent ); or (b) If there is a Net Loss for such [****], then, subject to PDL’s receipt Section 6.4.1(c), no later than [****] after the end of such reconciliation[****], the Party that has borne less than its share of the Net Loss in such [****] (taking into account Net Sales of Licensed Products made by or on behalf of AbbVie in such [****]) shall make a reconciling payment to the other Party to ensure that each Party bears its respective percentage of such Net Loss as set forth in Section 6.3.1 during such [****]. (c) If, Licensor’s share of aggregate Net Losses for any Calendar Year exceeds [****] (the “Annual Net Loss Threshold”), then Licensor shall have the option to defer paying its share of Net Losses for such [****] that exceed the Annual Net Loss Threshold (such right, a “Deferral Option” and such Net Losses, “Deferred Net Losses”). Licensor may exercise its Deferral Option with respect to any [****] by providing written notice of such exercise (a “Deferral Notice”) during the [****] period commencing upon the reconciliation of all Net Sales and Allowable Expenses in which Licensor’s share of Net Losses for such [****] would exceed the Annual Net Loss Threshold. With respect to each [****] for which Licensor timely provides a Deferral Notice, (i) Licensor shall not be obligated to make any reconciling payment pursuant to Section 6.4.1(b) with respect the Deferred Net Losses for such [****] and (ii) AbbVie shall have the right to offset an amount equal to such Deferred Net Losses plus interest accruing from the date of the Deferral Notice in accordance with Section 6.10 from amounts otherwise payable to Licensor under this Agreement.