Common use of Reports; Payments Clause in Contracts

Reports; Payments. Within thirty (30) days after the end of each Calendar Quarter commencing from the earlier of (a) the First Commercial Sale of a Product; or (b) the receipt of Sublicense Consideration, Processa shall furnish Ocuphire with a quarterly report (“Periodic Report”) detailing, at a minimum, the following information for the applicable Calendar Quarter, each listed by Product and by country of sale: (i) the total number of units of Product sold by Processa, its Affiliates and Sublicensees, including a breakdown of the number and type of Products sold, (ii) gross amounts received for all such sales, (iii) deductions by type taken from Net Sales as specified herein, (iv) Net Sales, (v) Royalties and milestone payments owed to Ocuphire, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and Sublicense Payments due to Ocuphire, (vii) the currency in which the sales were made, including the computations for any applicable currency conversions, (viii) invoice dates and all other data enabling the royalties and Sublicense Payments payable to be calculated accurately and (ix) a detailed summary of progress against each Development Milestone and Sales Milestone, and an estimate of the timing of the achievement of the next Development Milestone and Sales Milestone. Once the requirement to deliver Periodic Reports is triggered, Periodic Reports shall be provided to Ocuphire whether or not royalties, milestone payments or Sublicense Payments are payable for a particular Calendar Quarter. In addition to the foregoing, upon Ocuphire’s reasonable request, Processa will provide to Ocuphire such other information as may be reasonably requested by Ocuphire, and will otherwise cooperate with Ocuphire as reasonably necessary, to enable Ocuphire to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Ocuphire under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such Periodic Report, Processa shall pay to Ocuphire all amounts payable by it under Section 6.5 and 6.6.

Reports; Payments. Within thirty (30) days after the end of each Calendar Quarter commencing from the earlier of (a) the First Commercial Sale of a Product; or (b) the grant of a sublicense or receipt of Sublicense Consideration, Processa shall furnish Ocuphire Elion with a quarterly report (“Periodic Report”) detailing, at a minimum, the following information for the applicable Calendar Quarter, each listed by Product and by country of sale: (i) the total number of units of Product sold by ProcessaCompany, its Affiliates and SublicenseesSublicensees for which royalties are owned to Elion hereunder, including a breakdown of the number and type of Products sold, (ii) gross amounts received for all such sales, (iii) deductions by type taken from Net Sales as specified herein, (iv) Net Sales, (v) Royalties and milestone payments owed to OcuphireElion, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and Sublicense Payments sublicense fees due to OcuphireElion, (vii) the currency in which the sales were made, including the computations for any applicable currency conversions, (viii) invoice dates and all other data enabling the royalties and Sublicense Payments sublicense fees payable to be calculated accurately and (ix) a detailed summary of progress against each Development Milestone development and Sales Milestonecommercial milestone, and an estimate of the timing of the achievement of the next Development Milestone development and Sales Milestonecommercial milestone. Once the requirement to deliver Periodic Reports is triggeredevents set forth in sub-section (a) or (b), above, have occurred, Periodic Reports shall be provided to Ocuphire Elion whether or not royalties, milestone payments or Sublicense Payments sublicense fees are payable for a particular Calendar Quarter. In addition to the foregoing, upon OcuphireElion’s reasonable request, Processa will provide to Ocuphire Elion such other information as may be reasonably requested by OcuphireElion, and will otherwise cooperate with Ocuphire Elion as reasonably necessary, to enable Ocuphire Elion to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Ocuphire Elion under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such Periodic Reportreport, Processa shall pay to Ocuphire Elion all amounts payable by it under Section 6.5 Sections 6.4, 6.7, 6.8 and 6.66.9.

Reports; Payments. Within The Buyer shall deliver to the Seller, within thirty (30) days after the end last day of each Calendar Quarter commencing from calendar quarter that begins or ends during the earlier of Deferred Payment Period (a) the First Commercial Sale of each, a Product; or “Quarter”), a statement (b) the receipt of Sublicense Considerationeach, Processa shall furnish Ocuphire with a quarterly report (“Periodic ReportDelatestryl® Net Sales Statement”) detailing), at a minimum, the following information for the applicable Calendar Quarter, each listed by Product and by country of sale: setting forth (i) the total number aggregate amount of units of invoiced sales for each Delatestryl® Product sold by Processa, its Affiliates and Sublicensees, (including a breakdown of the number and type of Products soldunit quantities) for such Quarter, (ii) gross amounts received the Delatestryl® Net Sales Deductions for all such salesthe Quarter (which deductions shall be aggregated by category), and (iii) deductions by type taken from the calculation of the related Net Sales Deferred Payments. At such time as specified hereinthe Buyer delivers such Delatestryl® Net Sales Statement to the Seller, the Buyer shall also deliver to the Seller the Net Sales Deferred Payments due hereunder for the applicable Quarter. The Parties agree that the first Net Sales Deferred Payment hereunder and the associated statement shall be made by the Buyer with respect to the period commencing on the Closing Date and ending on March 31, 2006. The Parties further agree that at Buyer’s election, the Annual Inventory Payments required by Section 2.2(a)(iii) or (iv) and/or the Net SalesSales Deferred Payments otherwise payable to Seller may be reduced by the amounts of any (i) Closing Date Trade Inventory Value Adjustment payable by Seller in accordance with Section 2.5; (ii) payments or expenses incurred or made by Buyer in connection with any Rebate Charges or Wholesaler Charges or returns of Delatestryl® Products, (v) Royalties and milestone payments owed to Ocuphire, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and Sublicense Payments due to Ocuphire, (vii) the currency in each case for which the sales were madeSeller is financially responsible under Sections 9.5 or 9.6; and/or (iii) any other amounts that are or become due and payable from Seller to Buyer pursuant to this Agreement or any Ancillary Agreement and that are agreed to by Buyer in writing or established pursuant to a final adjudication pursuant to Section 10.17 (collectively, including the computations “Offset Amounts”). In such event the Delatestryl® Net Sales Statement shall also set forth the aggregate Offset Amounts. If the aggregate Offset Amounts for any applicable currency conversionsQuarter exceed the Net Sales Deferred Payment for such Quarter, then Seller shall make a payment to Buyer in an amount equal to such excess within ten (viii10) invoice dates and all other data enabling Business Days after the royalties and Sublicense Payments payable to be calculated accurately and (ix) a detailed summary of progress against each Development Milestone and Sales Milestone, and an estimate date of the timing delivery of the achievement of the next Development Milestone and Delatestryl® Net Sales Milestone. Once the requirement Statement applicable to deliver Periodic Reports is triggered, Periodic Reports shall be provided to Ocuphire whether or not royalties, milestone payments or Sublicense Payments are payable for a particular Calendar such Quarter. In addition to the foregoing, upon Ocuphire’s reasonable request, Processa will provide to Ocuphire such other information as may be reasonably requested by Ocuphire, and will otherwise cooperate with Ocuphire as reasonably necessary, to enable Ocuphire to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Ocuphire under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such Periodic Report, Processa shall pay to Ocuphire all amounts payable by it under Section 6.5 and 6.6.