Common use of Royalty Payments and Reports Clause in Contracts

Royalty Payments and Reports. Licensee shall calculate all amounts payable to AstraZeneca pursuant to Section 4.4 at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.6. Licensee shall pay to AstraZeneca the royalty amounts due with respect to a given Calendar Quarter within thirty (30) days after the end of such Calendar Quarter. Each payment of royalties due to AstraZeneca shall be accompanied by a statement specifying, on a Licensed Product-by-Licensed Product basis, the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each Licensed Product in each country the Territory during the applicable Calendar Quarter (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and Sublicensees to account for their Net Sales and to provide such reports with respect thereto, as if such sales were made by Licensee. After receiving such written statement, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar Quarter, which amounts shall be payable within thirty (30) days after the date of invoice. If for any Calendar Quarter there were no Net Sales, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar Quarter

Royalty Payments and Reports. Licensee shall calculate all amounts payable to AstraZeneca pursuant to Section 4.4 4.3.1 (Royalties; Royalty Rates) at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.64.5 (Mode of Payment; Offsets). Licensee shall pay to AstraZeneca the royalty amounts due with respect to a given Calendar Quarter within thirty (30) days [***] after the end of such Calendar Quarter. Each payment of royalties due to AstraZeneca shall be accompanied by a statement specifying, on a Licensed Product-by-Licensed Product basis, the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each Licensed Product in each country the Territory during the applicable Calendar Quarter (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and Sublicensees to account for their Net Sales and to provide such reports with respect thereto, as if such sales were made by Licensee. After receiving such written statement[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar QuarterMARKED BY BRACKETS, which amounts shall be payable within thirty (30) days after the date of invoice. If for any Calendar Quarter there were no Net SalesIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar QuarterAS AMENDED.

Royalty Payments and Reports. Licensee shall calculate all amounts payable to AstraZeneca pursuant to Section 4.4 4.3.1 (Royalties; Royalty Rates) at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.64.5 (Mode of Payment; Offsets). Licensee shall pay to AstraZeneca the royalty amounts due with respect to a given Calendar Quarter within thirty (30) days [***] after the end of such Calendar Quarter. Each payment of royalties due to AstraZeneca shall be accompanied by a statement specifying, on a Licensed Product-by-Licensed Product basis, the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each Licensed Product in each country the Territory during the applicable Calendar Quarter (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and Sublicensees to account for their Net Sales and to provide such reports with respect thereto, as if such sales were made by Licensee. After receiving such written statementCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar QuarterMARKED BY [***], which amounts shall be payable within thirty HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (30I) days after the date of invoiceIS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. If for any Calendar Quarter there were no Net Sales, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar QuarterIF PUBLICLY DISCLOSED.

Royalty Payments and Reports. Licensee shall calculate all amounts payable to AstraZeneca RVL pursuant to Section 4.4 5.3 at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.65.5. Within one month after the end of each Calendar Quarter, with respect to Licensed Products directly sold by Licensee or its Affiliates, and not through its Sublicensees or Distributors, Licensee shall furnish to RVL a written summary report (the “Direct Net Sales Report”) setting forth, (i) for such Calendar Quarter, the gross sales and Net Sales of each Licensed Product (including the elements included in the calculation of gross sales and Net Sales for such Licensed Products) and (ii) for the immediately preceding Calendar Quarter, any adjustments to the Indirect Net Sales Report for such preceding Calendar Quarter. Within one month after the end of each Calendar Quarter, with respect to Licensed Products indirectly sold by Licensee or its Affiliates, through its Sublicensees or Distributors, Licensee shall furnish to RVL a written summary report (the “Indirect Net Sales Report”) setting forth for such Calendar Quarter the estimated gross sales and Net Sales of each Licensed Product (including the elements included in the calculation of gross sales and Net Sales for such Licensed Products). The Net Sales Reports shall be subject to the audit provisions of Section 5.9. Upon submission of a Net Sales Report, Licensee shall pay to AstraZeneca RVL the royalty amounts due with respect to a given Calendar Quarter within thirty (30) days after the end of such Calendar Quartersubject to adjustment as set forth in this Section 5.4). Each payment of royalties due to AstraZeneca RVL shall be accompanied by a statement specifying, on a Licensed Product-by-Licensed Product basis, the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each Report (as outlined above) of the Licensed Product Products in each country in the Territory during the applicable Calendar Quarter (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and Sublicensees to account for their its Net Sales and to provide such reports with respect thereto, thereto as if such sales were made by Licensee. After receiving such written statement, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar Quarter, which amounts shall be payable within thirty (30) days after the date of invoice. If for any Calendar Quarter there were no Net Sales, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar Quarter.

Royalty Payments and Reports. Licensee shall calculate all amounts royalty payments payable to AstraZeneca Licensor pursuant to Section 4.4 8.3 with respect to Net Sales at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.6calendar semester (January-June and July-December). Licensee shall pay remit to AstraZeneca Licensor the royalty amounts payment due with respect to for Net Sales during a given Calendar Quarter calendar semester on the date that is thirty (30) days after the end of such calendar semester; provided, however, that if the thirtieth (30th) day falls on a non-business day then such royalty payment shall be remitted on the previous business day. Notwithstanding the timing for royalty payments, Licensee shall provide an estimated royalty report to Licensor within seven (7) business days after the end of each calendar semester (which estimated royalty report will include the gross sales of Licensed Product for the applicable calendar semester and an estimation of the Net Sales of Licensed Product for the applicable calendar semester based on the preceding calendar semester’s deductions from gross sales to arrive at Net Sales during such preceding calendar semester) and an official royalty report to Licensor within thirty (30) days after the end of such Calendar Quarter. Each payment of royalties due to AstraZeneca each calendar semester, which report shall be accompanied by show: (i) a statement specifying, on a Licensed Product-by-Licensed Product basis, of the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each gross sales of Licensed Product in each country the Territory during the applicable Calendar Quarter calendar semester (including such amounts expressed in local currency and as converted to DollarsDollars at the exchange rate for conversion of RMB into Dollars posted by the Bank of China on the last business of day of such applicable calendar semester); (ii) and a calculation statement of the amount of each deductions provided for in the definition of “Net Sales” during such calendar semester (i.e., a gross-to-net calculation); and (iii) a statement of the amount of the royalty payment due on such Net Sales for such Calendar Quartercalendar semester. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and its permitted Sublicensees to account for their respective Net Sales and to provide such reports with respect thereto, thereto as if such sales were made by Licensee. After receiving such written statement, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar Quarter, which amounts shall be payable within thirty (30) days after the date of invoice. If for any Calendar Quarter there were no Net Sales, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar Quarter.

Royalty Payments and Reports. Licensee shall calculate all amounts payable to AstraZeneca the Nabriva Parties pursuant to Section 4.4 Clause 5.3 (Royalties) at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 4.6Clause 5.5 (Mode of Payment; Offsets). Licensee shall pay to AstraZeneca the Nabriva Parties the royalty amounts due with respect to a given Calendar Quarter within thirty (30) days [**] after the end of such Calendar Quarter. Each payment of royalties due to AstraZeneca the Nabriva Parties shall be accompanied by a statement specifying, on a Licensed Product-by-Licensed Product and Jurisdiction-by-Jurisdiction basis, the amount of Invoiced Sales, Net Sales and deductions taken to arrive at Net Sales attributable to each Licensed Product in each country Jurisdiction in the Territory during the applicable Calendar Quarter (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Licensee shall require its Affiliates and Sublicensees to account for their Net Sales and to provide such reports with respect thereto, either directly to the Nabriva Parties or through Licensee, as if such sales were made by Licensee. After receiving such written statement, AstraZeneca shall submit an invoice to Licensee for the royalty amounts due with respect to such Calendar Quarter, which amounts shall be payable within thirty (30) days after the date of invoice. If for any Calendar Quarter there were no Net Sales, Licensee shall notify AstraZeneca and no additional report shall be due under this Section 4.5 for such Calendar Quarter.