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 Genzyme Territory, 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 Net Sales of each Licensed Product in each country of the Genzyme Territory, royalties payable under Genzyme In-Licenses with respect to such Net Sales and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [**] day following the end of each Calendar Quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the Alnylam In-Licenses and requested by Alnylam; and (b) an annual report 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 (A) in Japan and (B) in all other countries in the Genzyme Territory in the aggregate. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. 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 by Alnylam to Third Parties under the Alnylam In-Licenses to be determined.

Reports; Payment of Royalty. (a) During the Term, following the First Commercial Sale of the Licensed Product, Licensee shall furnish to Cipher a quarterly written report for the Calendar Quarter showing: (i) the Net Sales of the Product in the Genzyme Territory, Genzyme shall furnish to Alnylam a written report within [**] days after Field in countries in which the end of each Calendar Quarter showing, Licensee directly commercializes as well as on a Licensed Product-by-Licensed Product and country-by-country basis, basis (in countries in which the Net Sales of each Licensed Product in each country of Licensee directly commercializes) during the Genzyme Territory, royalties payable under Genzyme In-Licenses with respect to such Net Sales reporting period and the royalties payable under this Agreement. Quarterly reports Agreement in respect thereof; and (ii) Sublicensing Revenues during the reporting period and the Sublicensing Fees payable under this Agreement in respect thereof on a country­ by-country basis. (b) Reports shall be due no later than on the [**] thirtieth (30th) day following the end close of each Calendar Quarter. Royalties and Sublicensing Fees shown to have accrued by each royalty report shall be due and payable on the date such royalty report is duein accordance with Section 7.1. In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the Alnylam In-Licenses and requested by Alnylam; and (b) an annual report 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 (A) in Japan and (B) in all other countries in the Genzyme Territory in the aggregate. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. Genzyme and its Related Parties involved in Commercializing Licensed Products Licensee shall keep complete and accurate records in sufficient detail to enable the royalties and other payments Sublicensing Fees payable hereunder and by Alnylam to Third Parties under the Alnylam In-Licenses to be determined. The quarterly written reports contemplated by this Section 7.3 shall include, at a minimum, the total sales units showing the number of doses sold and Net Sales on a country-by-country basis, where available, as well as a breakdown of all Sublicensing Revenues (broken down by upfront, milestone, royalty, license and other payments) on a country-by-country basis. For each country, the total gross sales, all deductions (broken down separately by each of the categories set out in clauses (a) to (f) of the definition of "Net Sales" and separately setting forth any adjustments thereto due to refunds or reimbursements of deducted amounts) and total Net Sales of Product for the quarter shall also be provided.

Reports; Payment of Royalty. During the Agreement Term, following commencing upon the First Commercial Sale of each Ophthalmic Product, the Licensed Product in the Genzyme Territory, Genzyme 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 sold in each country (as measured in grams of active pharmaceutical ingredient or saleable units of product, as the Parties may agree), the gross sales of such Ophthalmic Product in each country-by-, total deductions for such Ophthalmic Product for each country basisincluded in the calculation of Net Sales, the Net Sales of each Licensed Product in each country of such Ophthalmic Product subject to royalty payments sold by the Genzyme Territory, royalties payable under Genzyme In-Licenses with respect to such Net Sales Royalty Payor or its Related Parties during the reporting 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. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the Alnylam In-Licenses and requested by Alnylam; and (b) an annual report 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 (A) in Japan and (B) in all other countries in the Genzyme Territory in the aggregate. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. Genzyme and its Related Parties involved in Commercializing Licensed Products Each Party shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder and by Alnylam to Third Parties under the Alnylam In-Licenses 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, Genzyme a Product, (i) Lilly shall furnish to Alnylam Xxxxxxxxx a quarterly written report within [**] days after for the end of each Calendar Quarter showingshowing the number and description of Products sold, Net Sales of Products sold subject to royalty payments sold by Lilly and its Related Parties on a Licensed Product-by-Licensed Product and country-by-country basis, if applicable, during the Net Sales of each Licensed Product in each country of the Genzyme Territory, royalties payable under Genzyme In-Licenses with respect to such Net Sales reporting period and the royalties payable under this Agreement. Quarterly reports Agreement (the "Royalty Report"). (ii) Up until the end of the Transition Period, Royalty Reports shall be due no later than on the [**] day following the close of each Calendar Quarter and after the end of the Transition Period Royalty Reports shall be due within [**] of the end of each Calendar Quarter. . (iii) Up until the end of the Transition Period, Royalties shown to have accrued by each royalty report Royalty Report shall be due and payable on the date such royalty report Royalty Report is due. In addition Genzyme . (iv) From the end of the Transition Period royalties based on Lilly's Net Sales of Products sold subject to royalty payments by Lilly and its Related Parties on a country-by-country basis, if applicable, shall prepare and deliver be paid to Alnylam Xxxxxxxxx; (a) any additional reports as required under within [**] after each calendar month for the Alnylam In-Licenses and requested by AlnylamCalendar Year 2020; and (b) an annual report no later than within [**] after each calendar month for each subsequent Calendar Year. (v) In relation to the royalty payments made under Article 7.5(iv) above a reconciliation shall be carried out at the end of each Calendar Year listing gross sales and Net Sales of Licensed Products in each Quarter for such Calendar Quarter by Lilly based on the Royalty Report for the calendar months in such Calendar Quarter. As a result of such reconciliation, any adjustment necessary to the prior actual royalty payable for such Calendar Year Quarter will be made to or deducted from the royalty for the month immediately following such Calendar Quarter. (Avi) in Japan and (B) in all other countries in the Genzyme Territory in the aggregate. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. Genzyme and its Related Parties involved in Commercializing Licensed Products Lilly shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder and by Alnylam to Third Parties under the Alnylam In-Licenses to be determined.

Reports; Payment of Royalty. During the TermFollowing Product Launch, following the First Commercial Sale of the Licensed Product in the Genzyme Territory, Genzyme Lilly shall furnish to Alnylam Prosidion a written report within [for the Calendar Quarter accounting for the Net Sales of all Product(s) subject to royalty obligations sold by Lilly, its Affiliates and/or its Sublicensees in the Territory on a country-by-country basis during the reporting period, and detailing the royalties payable under this Agreement. Reports shall be due on the **] days after * following the end close of each Calendar Quarter showingand on the ** day following the end of the duration of Lilly’s royalty obligations hereunder. Each such report shall be certified by an authorised representative of the Finance Department of Lilly as being true, accurate and complete. In addition, an unofficial monthly sales report of estimated royalties payable, detailed on a Licensed Product-by-Licensed Product and country-by-country basis, shall be delivered to Prosidion within ** days following the Net Sales close of each Licensed Product in each country of calendar month and on the Genzyme Territory, royalties payable under Genzyme In-Licenses with respect to such Net Sales and the royalties payable under this Agreement. Quarterly reports shall be due no later than the [**] * day following the end of the duration of Lilly’s royalty obligations hereunder. Lilly shall also provide to Prosidion on the ** day following the close of each Calendar Quarter, an unofficial quarterly sales report of estimated royalties payable to Prosidion hereunder, detailed on a country-by-country basis, in the event that royalty estimates at such date differ from the amounts previously reported to Prosidion for such Calendar Quarter. Royalties shown to have accrued by each royalty unofficial quarterly report and all other payments due under this Section 6.3 for such period or portion thereof shall be due and payable on within ** days of the date such royalty report is due. In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the Alnylam In-Licenses and requested by Alnylam; and (b) an annual report no later than [**] close of each Calendar Year listing gross sales and Net Sales Quarter. In the event that royalties payable as detailed in the aforementioned certified report provided by Lilly within ** days of Licensed Products in the close of each Calendar Quarter in differ from the prior royalty payments received by Prosidion, any differences will be added to or subtracted from the subsequent Calendar Year (A) in Japan and (B) in all other countries in the Genzyme Territory in the aggregateQuarter royalty payment, as applicable. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare * This portion has been redacted pursuant to a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. 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 by Alnylam to Third Parties under the Alnylam In-Licenses to be determinedconfidential treatment request.

Reports; Payment of Royalty. During the Term, following commencing upon the First Commercial Sale of the Licensed Product in the Genzyme Kyowa Hakko Territory, Genzyme Kyowa Hakko shall furnish to Alnylam (a) a written report within [**] days of after the end of each Calendar Quarter showing, on a Licensed Product-by-showing the estimated quantity of the Licensed 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 the Licensed Product in each country (and any other detail reasonably available through Kyowa Hakko’s internal sales reporting system) for the previous month, in each case on an unaudited basis; and (b) a quarterly written report showing the quantity of the Licensed Product sold in each country (as measured in grams of active pharmaceutical ingredient or saleable units of product, as the Parties may agree), the gross sales of the Licensed Product in each country-by-, and as applicable, itemized deductions for the Licensed Product for each country basisincluded in the calculation of Net Sales, the Net Sales in each country of each the Licensed Product during the reporting period, royalties, upfront fees, milestones or other payments payable to Third Parties under all Kyowa Hakko In-Licenses of Necessary Third Party IP that are reasonably allocable to the Development, Manufacture or Commercialization of the Licensed Product in the Field in the Kyowa Hakko Territory, the launch of any Generic Product in each country of the Genzyme Kyowa Hakko Territory, royalties payable under Genzyme In-Licenses with respect to the market share of all Generic Products in each country of the Kyowa Hakko Territory as a percentage of the aggregate market share of the Licensed Product and all Generic Products in such Net Sales country, 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, subject to the provisions of Section 6.4, Kyowa Hakko shall prepare and deliver to Alnylam any additional reports as required under the Alnylam In-Licenses. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. In addition Genzyme shall prepare and deliver to Alnylam (a) any additional reports as required under the Alnylam In-Licenses and requested by Alnylam; and (b) an annual report 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 (A) in Japan and (B) in all other countries in the Genzyme Territory in the aggregate. Upon Alnylam’s reasonable request no more than [**], Genzyme shall prepare a report detailing the deductions from gross sales (itemized by deduction category) included in the calculation of Net Sales for each Licensed Product in Japan and the Genzyme Territory as a whole. Genzyme Kyowa Hakko 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 by Alnylam to Third Parties under the Alnylam In-Licenses to be determined.