Common use of Reports and Records Retention Clause in Contracts

Reports and Records Retention. Within 45 days after the end of each Calendar Quarter and within 60 days in the case of Seelos’ fiscal year ending Calendar Quarter, all of the foregoing during which Licensed Products have been sold, Seelos shall deliver to Ligand, together with the applicable royalty/payment in the nature of royalties payment due, a written report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable) and country-by-country basis, of (a) the gross amount charged by Seelos and its Sublicensees to Third Parties for Licensed Products, subject to royalty payments for such Calendar Quarter (and, if non-Covered, subject to royalty/payment in the nature of royalties payments for such Calendar Quarter), (b) amounts deducted by category (following the definition of Net Sales) from such gross amount invoiced or otherwise charged to calculate Net Sales, (c) Net Sales subject to royalty or royalty/payment in the nature of royalties payments for such Calendar Quarter and Calendar Year to date and (d) the corresponding royalty or royalty/payment in the nature of royalties. Such report shall be deemed “Confidential Information” of Seelos subject to the obligations of Article VIII of this Agreement. For three years after each sale of a Licensed Product (whether Covered or not), Seelos shall keep (and shall ensure that its Sublicensees shall keep) complete and accurate records of such sale in sufficient detail to confirm the accuracy of the royalty or royalty/payment in the nature of royalties calculations hereunder.

Reports and Records Retention. Within 45 60 days after the end of each Calendar Quarter and within 60 days in the case of Seelos’ fiscal year ending Calendar Quarter, all of the foregoing during which Licensed Products have been sold, Seelos TGTX shall deliver to LigandLicensor, together with the applicable royalty/payment in the nature of royalties payment due, a written report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable) and country-by-country basis, of (a) the gross amount charged invoiced (or otherwise charged) amounts of sales, by Seelos TGTX and its Sublicensees to Third Parties for Affiliates and Sublicensees, of Licensed Products, Products subject to royalty payments for such Calendar Quarter (and, if non-Covered, subject to royalty/payment in the nature of royalties payments for such Calendar Quarter), (b) amounts deducted by category (following the definition of Net Sales) from such gross amount invoiced or otherwise charged amounts to calculate Net Sales, (c) Net Sales subject to royalty or royalty/payment in the nature of royalties payments for such Calendar Quarter and Calendar Year to date and (d) the corresponding royalty or royalty/payment in the nature of royalties. Such report shall be deemed “Confidential Information” of Seelos TGTX subject to the obligations of Article VIII VII of this Agreement. For three years after each sale of a Licensed Product (whether Covered or not), Seelos TGTX shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records of such sale in sufficient detail to confirm the accuracy of the royalty or royalty/payment in the nature of royalties calculations hereunder.

Reports and Records Retention. Within 45 * ( * ) days after the end of each Calendar Quarter and within 60 days in the case of Seelos’ fiscal year ending Calendar Quarter, all of the foregoing during which Licensed Products have been sold, Seelos TGTX shall deliver to LigandLicensor, together with the applicable royalty/payment in the nature of royalties payment due, a written report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable) and country-by-country basis, of (a) the gross amount charged invoiced (or otherwise charged) amounts of sales, by Seelos TGTX and its Sublicensees to Third Parties for Affiliates and Sublicensees, of Licensed Products, Products subject to royalty payments for such Calendar Quarter (and, if non-Covered, subject to royalty/payment in the nature of royalties payments for such Calendar Quarter), (b) amounts deducted by category (following the definition of Net Sales) from such gross amount invoiced or otherwise charged amounts to calculate Net Sales, (c) Net Sales subject to royalty or royalty/payment in the nature of royalties payments for such Calendar Quarter and Calendar Year to date and (d) the corresponding royalty or royalty/payment in the nature of royalties. Such report shall be deemed “Confidential Information” of Seelos TGTX subject to the obligations of Article VIII VII of this Agreement. For three * years after each sale of a Licensed Product (whether Covered or not), Seelos TGTX shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records of such sale in sufficient detail to confirm the accuracy of the royalty or royalty/payment in the nature of royalties calculations hereunder.

Reports and Records Retention. Within 45 [***] days after the end of each Calendar Quarter and within 60 days in the case of Seelos’ fiscal year ending Calendar Quarter, all of the foregoing [***] during which Licensed Products have been sold, Seelos Omthera shall deliver to LigandLicensor, together with the applicable royalty/payment in the nature of royalties payment due, a written report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable) and country-by-country basis, of (a) the gross amount charged invoiced (or otherwise charged) amounts of sales, by Seelos Omthera and its Sublicensees to Third Parties for Affiliates and Sublicensees, of Licensed Products, Products subject to royalty payments for such Calendar Quarter [***] (and, if non-Covered, subject to royalty/payment in the nature of royalties payments for such Calendar Quarter[***]), (b) amounts deducted by category (following the definition of Net Sales) from such gross amount invoiced or otherwise charged amounts to calculate Net Sales, (c) Net Sales subject to royalty or royalty/payment in the nature of royalties payments for such Calendar Quarter and Calendar Year [***] to date and (d) the corresponding royalty or royalty/payment in the nature of royalties. Such report shall be deemed “Confidential Information” of Seelos Omthera subject to the obligations of Article VIII VII of this Agreement. For three [***] years after each sale of a Licensed Product (whether Covered or not), Seelos Omthera shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records of such sale in sufficient detail to confirm the accuracy of the royalty or royalty/payment in the nature of royalties calculations hereunder.