Royalty Payment Reports. After the First Commercial Sale of a Product and throughout the Royalty Term for such Product, Takeda shall furnish to Orexigen a written report, within [***] ([***]) days after the end of each Calendar Quarter (or portion thereof if this Agreement terminates during a Calendar Quarter), showing the amount of royalty or Net Sales milestone payments due for such Product for such Calendar Quarter (or portion thereof). Royalty or Net Sales milestone payments for each Calendar Quarter shall be due at the same time as such written report for the Calendar Quarter. With each quarterly payment, Takeda shall deliver to Orexigen a full and accurate accounting to include at least the following information: (a) the gross sales for the applicable Product by Takeda, its Affiliates and Sublicensees in the currency in which sales were made and in Dollars after application of the exchange rate during the reporting period as reported in subsection (e) below; (b) the deductions by category of permitted deductions set forth in the Net Sales definition; (c) the Net Sales for the applicable Product by Takeda, its Affiliates, and Sublicensees in the currency in which sales were made and in Dollars after the application of the exchange rate during the reporting period as reported in subsection (e) below; (d) the royalties or Net Sales milestone payments payable in Dollars which shall have accrued hereunder in respect of such Net Sales and the basis for calculating those royalties; (e) the exchange rates and other methodology used in converting into Dollars, from the currencies in which sales were made; and (f) withholding taxes, if any, required by Laws to be deducted in respect of such royalties. In addition, Takeda will send to Orexigen no later than [***] ([***]) days following the end of each Calendar Quarter a preliminary statement setting forth the actual Net Sales for the first [***] ([***]) months of such Calendar Quarter and estimated Net Sales for the [***] ([***]) month of such Calendar Quarter, the calculation of royalties or Net Sales milestone payments due on a country-by-country basis (based on such actual and estimated Net Sales) and, if applicable, the exchange rate to be utilized by Takeda to convert a local currency payment to Dollars.
Appears in 3 contracts
Samples: Co Development, Co Promotion, Marketing and Licensing Agreement, Co Development, Co Promotion, Marketing and Licensing Agreement, Collaboration Agreement (Orexigen Therapeutics, Inc.)
Royalty Payment Reports. After the First Commercial Sale of a Product and throughout the Royalty Term for such Product, Takeda shall furnish to Orexigen a written report, within […***…] ([…***…]) days after the end of each Calendar Quarter (or portion thereof if this Agreement terminates during a Calendar Quarter), showing the amount of royalty or Net Sales milestone payments due for such Product for such Calendar Quarter (or portion thereof). Royalty or Net Sales milestone payments for each Calendar Quarter shall be due at the same time as such written report for the Calendar Quarter. With each quarterly payment, Takeda shall deliver to Orexigen a full and accurate accounting to include at least the following information: (a) the gross sales for the applicable Product by Takeda, its Affiliates and Sublicensees in the currency in which sales were made and in Dollars after application of the exchange rate during the reporting period as reported in subsection (e) below; (b) the deductions by category of permitted deductions set forth in the Net Sales definition; (c) the Net Sales for the applicable Product by Takeda, its Affiliates, and Sublicensees in the currency in which sales were made and in Dollars after the application of the exchange rate during the reporting period as reported in subsection (e) below; (d) the royalties or Net Sales milestone payments payable in Dollars which shall have accrued hereunder in respect of such Net Sales and the basis for calculating those royalties; (e) the exchange rates and other methodology used in converting into Dollars, from the currencies in which sales were made; and (f) withholding taxes, if any, required by Laws to be deducted in respect of such royalties. In addition, Takeda will send to Orexigen no later than […***…] ([…***…]) days following the end of each Calendar Quarter a preliminary statement setting forth the actual Net Sales for the first […***…] ([…***…]) months of such Calendar Quarter and estimated Net Sales for the […***…] ([…***…]) month of such Calendar Quarter, the calculation of royalties or Net Sales milestone payments due on a country-by-country basis (based on such actual and estimated Net SalesSales in the Territory) and, if applicable, the exchange rate to be utilized by Takeda to convert a local currency payment to Dollars.
Appears in 1 contract
Samples: Collaboration Agreement (Orexigen Therapeutics, Inc.)
Royalty Payment Reports. After the First Commercial Sale of a Product and throughout the Royalty Term for such Product, Takeda shall furnish to Orexigen a written report, within [***] forty-five ([***]45) days after the end of each Calendar Quarter (or portion thereof if this Agreement terminates during a Calendar Quarter), showing the amount of royalty or Net Sales milestone payments due for such Product for such Calendar Quarter (or portion thereof). Royalty or Net Sales milestone payments for each Calendar Quarter shall be due at the same time as such written report for the Calendar Quarter. With each quarterly payment, Takeda shall deliver to Orexigen a full and accurate accounting to include at least the following information: (a) the gross sales for the applicable Product by Takeda, its Affiliates and Sublicensees in the currency in which sales were made and in Dollars after application of the exchange rate during the reporting period as reported in subsection (e) below; (b) the deductions by category of permitted deductions set forth in the Net Sales definition; (c) the Net Sales for the applicable Product by Takeda, its Affiliates, and Sublicensees in the currency in which sales were made and in Dollars after the application of the exchange rate during the reporting period as reported in subsection (e) below; (d) the royalties or Net Sales milestone payments payable in Dollars which shall have accrued hereunder in respect of such Net Sales and the basis for calculating those royalties; (e) the exchange rates and other methodology used in converting into Dollars, from the currencies in which sales were made; and (f) withholding taxes, if any, required by Laws to be deducted in respect of such royalties. In addition, Takeda will send to Orexigen no later than [***] fifteen ([***]15) days following the end of each Calendar Quarter a preliminary statement setting forth the actual Net Sales for the first [***] two ([***]2) months of such Calendar Quarter and estimated Net Sales for the [***] third ([***]3rd) month of such Calendar Quarter, the calculation of royalties or Net Sales milestone payments due on a country-by-country basis (based on such actual and estimated Net SalesSales in the Territory) and, if applicable, the exchange rate to be utilized by Takeda to convert a local currency payment to Dollars.
Appears in 1 contract
Samples: Collaboration Agreement (Orexigen Therapeutics, Inc.)