Common use of Reports; Payment of Royalty Clause in Contracts

Reports; Payment of Royalty. During the Term, following the First Commercial Sale of the Licensed Product in the Territory, MedCo shall furnish to Alnylam a written report within [***] days after the end of each Calendar Quarter showing, on a Licensed Product-by-Licensed Product and country-by-country basis, the gross sales of each Licensed Product in each country of the Territory, deductions from gross sales (itemized by deduction category) for each Licensed Product for each country of the Territory included in the calculation of Net Sales, the Net Sales in each country of the Territory of Licensed Product during the reporting period, a calculation of royalty adjustments pursuant to Section 7.4 (if any) for such period and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [***] day following the end of each Calendar Quarter. In addition, to the extent required under Sections 6.1.3(b) or 6.4.1, MedCo shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses and to determine any payments due under Section 6.4. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Along with the last report for a Calendar Year provided hereunder, MedCo will provide a final report for such entire Calendar Year that includes a calculation of [***] (if any) for such period, and a statement on whether any reconciling payments must be made at such time to effect the intent of Section 7.4.4. Within [***] days after such statement is provided, the Party that owes any amounts to the other Party to effect such reconciliation will pay the relevant amount to the other Party. MedCo and its Related Parties shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder, and, to the extent required under Sections 6.1.3(b) or 6.4.1, by Alnylam to Third Parties under the Alnylam In-Licenses, to be determined.

Reports; Payment of Royalty. Spruce will keep and maintain (and to the extent applicable, will cause its Affiliates and Sublicensees to keep and maintain) complete and accurate records and books of account in such form and detail as is necessary for the determination of the royalty amounts payable by Spruce (on behalf of itself and its Affiliates and Sublicensees) to Lilly under this Agreement and for the purposes of this Agreement. Such records need only be kept and maintained for up to [***] after the end of any [***]. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Spruce under this Agreement. During the Term, following the First Commercial Sale of the Licensed Product in the Territory[***], MedCo Spruce shall furnish to Alnylam Lilly a written report within [***] days after written report for the end [***] showing the Net Sales of each Calendar Quarter showing, Licensed Products subject to royalty payments sold by Spruce and its Related Parties on a Licensed Product-by-Licensed Product and country-by-country basis, the gross sales of each Licensed Product in each country of the Territory, deductions from gross sales (itemized by deduction category) for each Licensed Product for each country of the Territory included in the calculation of Net Sales, the Net Sales in each country of the Territory of Licensed Product basis and broken down between Spruce and any Sublicensees during the reporting period, a calculation of royalty adjustments pursuant to Section 7.4 (if any) for such period and the royalties payable under this Agreement. Quarterly reports Reports shall be due no later than on the [***] day following the end close of each Calendar Quarter. In addition, to the extent required under Sections 6.1.3(b) or 6.4.1, MedCo shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses and to determine any payments due under Section 6.4[***]. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Along with the last report for a Calendar Year provided hereunder, MedCo will provide a final report for such entire Calendar Year that includes a calculation of By [***] (if any) of each calendar year, Spruce shall provide Lilly with an estimated sales forecast for such period, and a statement on whether any reconciling payments must be made at such time to effect the intent of Section 7.4.4. Within subsequent [***] days after ]. Spruce will mail such statement is provided, the Party that owes any amounts reports to the other Party to effect such reconciliation will pay the relevant amount to the other Party. MedCo attention of: Xxx Xxxxx and its Related Parties shall keep complete and accurate records Company, Lilly Royalty Administration in sufficient detail to enable the royalties and other payments payable hereunderFinance, andDrop Code 0000, to the extent required under Sections 6.1.3(b) or 6.4.1Xxxxx Xxxxxxxxx Xxxxxx, by Alnylam to Third Parties under the Alnylam In-LicensesXxxxxxxxxxxx, to be determinedXxxxxxx 00000.

Reports; Payment of Royalty. During the Term, following the First Commercial Sale of the Licensed Product in the Territory, MedCo shall furnish to Alnylam a written report within [***] days after the end of each Calendar Quarter showing, on a Licensed Product-by-Licensed Product and country-by-country basis, the gross sales of each Licensed Product in each country of the Territory, deductions from gross sales (itemized by deduction category) for each Licensed Product for each country of the Territory included in the calculation of Net Sales, the Net Sales in each country of the Territory of Licensed Product during the reporting period, a calculation of royalty adjustments pursuant to Section 7.4 (if any) for such period and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [***] day following the end of each Calendar Quarter. In addition, to the extent required under Sections 6.1.3(b) or 6.4.1, MedCo shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses and to determine any payments due under Section 6.4. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Along with the last report for a Calendar Year provided hereunder, MedCo will provide a final report for such entire Calendar Year that includes a calculation of [***] (if any) for such period, and a statement on whether any reconciling payments must be made at such time to effect the intent of Section 7.4.4. Within [***] days after such statement is provided, the Party that owes any amounts to the other Party to effect such reconciliation will pay the relevant amount to the other Party. MedCo and its Related Parties shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder, and, to the extent required under Sections 6.1.3(b) or 6.4.1, by Alnylam to Third Parties under the Alnylam In-Licenses, to be determined.

Reports; Payment of Royalty. During the Agreement Term, following commencing upon the First Commercial Sale of each Ophthalmic Product, the Licensed Product in the Territory, MedCo Royalty Payor shall furnish to Alnylam the Royalty Recipient (a) a monthly written report within [***] days after showing the end estimated quantity of each Calendar Quarter showingOphthalmic Product sold in each country (as measured in grams of active pharmaceutical ingredient or saleable units of product, as the Parties may agree) and the Net Sales of such Ophthalmic Product in each country (and any other detail reasonably available through the Royalty Payor's internal sales reporting system) for the previous month, in each case on an unaudited basis; and (b) a Licensed Product-by-Licensed quarterly written report showing the quantity of each Ophthalmic Product and country-by-sold in each country basis(as measured in grams of active pharmaceutical ingredient or saleable units of product, as the Parties may agree), the gross sales of each Licensed such Ophthalmic Product in each country of the Territorycountry, total deductions from gross sales (itemized by deduction category) for each Licensed such Ophthalmic Product for each country of the Territory included in the calculation of Net Sales, the Net Sales in each country of such Ophthalmic Product subject to royalty payments sold by the Territory of Licensed Product Royalty Payor or its Related Parties during the reporting period, a calculation of royalty adjustments pursuant to Section 7.4 (if any) for such period and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [***] day following the end close of each Calendar Quarter. In addition, to the extent required under Sections 6.1.3(b) or 6.4.1, MedCo shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses and to determine any payments due under Section 6.4. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Along with the last report for a Calendar Year provided hereunder, MedCo will provide a final report for such entire Calendar Year that includes a calculation of [***] (if any) for such period, and a statement on whether any reconciling payments must be made at such time to effect the intent of Section 7.4.4. Within [***] days after such statement is provided, the Each Party that owes any amounts to the other Party to effect such reconciliation will pay the relevant amount to the other Party. MedCo and its Related Parties shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder, and, to the extent required under Sections 6.1.3(b) or 6.4.1, by Alnylam to Third Parties under the Alnylam In-Licenses, hereunder to be determined, including without limitation records of the items underlying U.S. Development Expenses and U.S. Operating Profit/Loss.

Reports; Payment of Royalty. During the Term, following the First Commercial Sale of the Licensed Product in the Genzyme Territory, MedCo Genzyme shall furnish to Alnylam a written report within [***] days after the end of each Calendar Quarter showing, on a Licensed Product-by-Licensed Product and country-by-country basis, the gross sales Net Sales of each Licensed Product in each country of the Genzyme Territory, deductions from gross sales (itemized by deduction category) for each Licensed Product for each country of the Territory included in the calculation of Net Sales, the royalties payable under Genzyme In-Licenses with respect to such Net Sales in each country of the Territory of Licensed Product during the reporting period, a calculation of royalty adjustments pursuant to Section 7.4 (if any) for such period and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [***] day following the end of each Calendar Quarter. In addition, to the extent required under Sections 6.1.3(b) or 6.4.1, MedCo shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses and to determine any payments due under Section 6.4. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Along with In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the last Alnylam In-Licenses and requested by Alnylam; and (b) an annual report for a Calendar Year provided hereunder, MedCo will provide a final report for such entire Calendar Year that includes a calculation of no later than [***] of each Calendar Year listing gross sales and Net Sales of Licensed Products in each Calendar Quarter in the prior Calendar Year (if anyA) for such period, in Japan and a statement on whether any reconciling payments must be made at such time to effect (B) in all other countries in the intent of Section 7.4.4Genzyme Territory in the aggregate. Within Upon Alnylam’s reasonable request no more than [***] days after such statement is provided], Genzyme shall prepare a report detailing the Party that owes any amounts to deductions from gross sales (itemized by deduction category) included in the other Party to effect such reconciliation will pay calculation of Net Sales for each Licensed Product in Japan and the relevant amount to the other PartyGenzyme Territory as a whole. MedCo Genzyme and its Related Parties involved in Commercializing Licensed Products shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder, and, to the extent required under Sections 6.1.3(b) or 6.4.1, hereunder and by Alnylam to Third Parties under the Alnylam In-Licenses, Licenses to be determined.