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 grant of a sublicense or receipt of Sublicense Consideration, Processa shall furnish 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 Company, its Affiliates and Sublicensees 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 Elion, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and sublicense fees due to Elion, (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 fees payable to be calculated accurately and (ix) a detailed summary of progress against each development and commercial milestone, and an estimate of the timing of the achievement of the next development and commercial milestone. Once the events set forth in sub-section (a) or (b), above, have occurred, Periodic Reports shall be provided to Elion whether or not royalties, milestone payments or sublicense fees are payable for a particular Calendar Quarter. In addition to the foregoing, upon Elion’s reasonable request, Processa will provide to Elion such other information as may be reasonably requested by Elion, and will otherwise cooperate with Elion as reasonably necessary, to enable Elion to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Elion under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such report, Processa shall pay to Elion all amounts payable by it under Sections 6.4, 6.7, 6.8 and 6.9.

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 Elion 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 CompanyProcessa, its Affiliates and Sublicensees for which royalties are owned to Elion hereunderSublicensees, 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 ElionOcuphire, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and sublicense fees Sublicense Payments due to ElionOcuphire, (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 fees Sublicense Payments payable to be calculated accurately and (ix) a detailed summary of progress against each development Development Milestone and commercial milestoneSales Milestone, and an estimate of the timing of the achievement of the next development Development Milestone and commercial milestoneSales Milestone. Once the events set forth in sub-section (a) or (b), above, have occurredrequirement to deliver Periodic Reports is triggered, Periodic Reports shall be provided to Elion Ocuphire whether or not royalties, milestone payments or sublicense fees Sublicense Payments are payable for a particular Calendar Quarter. In addition to the foregoing, upon ElionOcuphire’s reasonable request, Processa will provide to Elion Ocuphire such other information as may be reasonably requested by ElionOcuphire, and will otherwise cooperate with Elion Ocuphire as reasonably necessary, to enable Elion Ocuphire to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Elion Ocuphire under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such reportPeriodic Report, Processa shall pay to Elion Ocuphire all amounts payable by it under Sections 6.4, 6.7, 6.8 Section 6.5 and 6.96.6.

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 grant of each, a sublicense or receipt of Sublicense Consideration“Delatestryl® Net Sales Statement”), Processa shall furnish 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: setting forth (i) the total number aggregate amount of units of invoiced sales for each Delatestryl® Product sold by Company, its Affiliates and Sublicensees (including unit quantities) for which royalties are owned to Elion hereunder, including a breakdown of the number and type of Products soldsuch 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 Elion, listed by category, (vi) Sublicense Consideration received during the preceding Calendar Quarter and sublicense fees due to Elion, (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 fees payable to be calculated accurately and (ix) a detailed summary of progress against each development and commercial milestone, and an estimate date of the timing delivery of the achievement of the next development and commercial milestone. Once the events set forth in sub-section (a) or (b), above, have occurred, Periodic Reports shall be provided Delatestryl® Net Sales Statement applicable to Elion whether or not royalties, milestone payments or sublicense fees are payable for a particular Calendar such Quarter. In addition to the foregoing, upon Elion’s reasonable request, Processa will provide to Elion such other information as may be reasonably requested by Elion, and will otherwise cooperate with Elion as reasonably necessary, to enable Elion to verify Processa’s compliance with the payment and related obligations under this Agreement, including verification of the calculation of amounts due to Elion under this Agreement and of all financial information provided or required to be provided in the Periodic Reports. Concurrently with each such report, Processa shall pay to Elion all amounts payable by it under Sections 6.4, 6.7, 6.8 and 6.9.