Royalty Report and Payment. During the Royalty Term, within sixty (60) days after the end of each Calendar Quarter, Purchaser shall pay to Seller the Royalty Payments payable for such Calendar Quarter and provide a royalty report showing, on a country-by-country basis: (i) the Net Sales of the Product sold by Purchaser and any sale of the Product made by its Sublicensees and their respective Affiliates during such Calendar Quarter reporting period; (ii) the Royalty Payments in Dollars which shall have accrued hereunder with respect to any sales of the Product; [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (iii) withholding taxes, if any, required by applicable Law to be deducted with respect to such Royalty Payments; and (iv) the rate of exchange, if applicable, used by Purchaser in determining the amount of Dollars payable hereunder. If no Royalty Payment is due for any period during the Royalty Term, Purchaser shall so report. Purchaser shall keep, and shall require its Sublicensees and their respective Affiliates to keep (all in accordance with GAAP, consistently applied), complete and accurate records in sufficient detail to properly reflect the sales of the Product and each of the deductions to be applied to such sales in the calculation of Net Sales, and to enable the royalties payable hereunder to be determined.
Appears in 3 contracts
Samples: Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.)
Royalty Report and Payment. During the Royalty Term, within sixty (60) days after the end of each Calendar Quarter, Purchaser shall pay to Seller the Royalty Payments payable for such Calendar Quarter and provide a royalty report showing, on a country-by-country basis:
(i) the Net Sales of the Product sold by Purchaser and any sale of the Product made by its Sublicensees and their respective Affiliates during such Calendar Quarter reporting period;
(ii) the Royalty Payments in Dollars which shall have accrued hereunder with respect to any sales of the Product; ;
(iii) withholding taxes, if any, required by applicable Law to be deducted with respect to such [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
(iii) withholding taxes, if any, required by applicable Law to be deducted with respect to such . Royalty Payments; and
(iv) the rate of exchange, if applicable, used by Purchaser in determining the amount of Dollars payable hereunder. If no Royalty Payment is due for any period during the Royalty Term, Purchaser shall so report. Purchaser shall keep, and shall require its Sublicensees and their respective Affiliates to keep (all in accordance with GAAP, consistently applied), complete and accurate records in sufficient detail to properly reflect the sales of the Product and each of the deductions to be applied to such sales in the calculation of Net Sales, and to enable the royalties payable hereunder to be determined.
Appears in 1 contract
Samples: Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.)
