Common use of Royalty Report and Payment Clause in Contracts

Royalty Report and Payment. Commencing with the first commercial sale of a Licensed Product by Nuvelo or its licensees or sublicensees, Nuvelo or its licensees or sublicensees making such sales shall make quarterly written reports to Archemix within sixty (60) days after the end of each calendar quarter (the “Royalty Period”), stating in each such report, by Licensed Products and by country, the number, description and aggregate Net Sales in U.S. dollars of such Licensed Products sold during such Royalty Period by Nuvelo and its licensees or sublicensees, respectively. The report shall also show: (A) the calculation of Net Sales made by Nuvelo and the royalty payments due to Archemix on such Net Sales for such Royalty Period; (B) the calculation of Net Sales made by Nuvelo’s licensees or sublicensees, the amount of sublicense revenue and royalty received from such licensees or sublicensees and the royalty payments due to Archemix on such sublicensee Net Sales for such royalty period; (C) the amount of taxes, if any, withheld to comply with applicable law; and (D) the exchange rates used Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in calculating the payments due to the other Party, which exchange rates shall comply with Section 7.4(b)(vi) below. Simultaneously with the delivery of each such report, Nuvelo or its licensee or sublicensee making such sales shall pay to Archemix the total royalties, if any, due to Archemix for such Royalty Period. If no royalties are due, Nuvelo or its licensee or sublicensee making such sales shall so report.

Royalty Report and Payment. Commencing with During the first commercial sale Term following the First Commercial Sale of a Licensed Product by Nuvelo or its licensees or sublicenseesany Product, Nuvelo or its licensees or sublicensees making such sales shall make quarterly written reports to Archemix within sixty (60) days [***] after the end of each calendar quarter Calendar Quarter, OMI will pay to Isis royalty payments payable for such Calendar Quarter and provide a royalty report showing, on a Product-by-Product and country-by-country basis: (a) the “Royalty Period”), stating in each such report, by Licensed Products and by country, the number, description and aggregate Net Sales in U.S. dollars of such Licensed Products sold by OMI, its Licensees and their respective Affiliates during such Royalty Period by Nuvelo and its licensees or sublicensees, respectively. The report shall also show: Calendar Quarter reporting period; and (Ab) the calculation royalties which will have accrued hereunder with respect to such Net Sales. In addition, during the Term following the First Commercial Sale of any Product, within [***] after the end of each Calendar Quarter, OMI will provide Isis a preliminary non-binding quarterly royalty report showing the total Net Sales made by Nuvelo of Product and the royalty payments due to Archemix on such Net Sales payable for such Royalty Period; (B) Calendar Quarter. Furthermore, OMI agrees to supply Isis the calculation of Net Sales made by Nuvelo’s licensees or sublicensees, the amount of sublicense revenue and royalty received from such licensees or sublicensees and the royalty payments due to Archemix on such sublicensee Net Sales for such royalty period; (C) the amount of taxes, if any, withheld information Isis reasonably requires to comply with applicable law; and (D) the exchange rates used Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in calculating the payments due to the other Party, which exchange rates shall comply with Section 7.4(b)(vi) below. Simultaneously with the delivery of each such report, Nuvelo or its licensee or sublicensee making such sales shall pay to Archemix the total royalties, if any, due to Archemix for such Royalty Periodany Pass Through Obligations. If no royalties are dueroyalty or payment is due for any royalty period hereunder, Nuvelo or its licensee or sublicensee making such sales shall OMI will so report. OMI will keep, and will require its Licensees and their respective Affiliates to keep (all in accordance with GAAP, consistently applied), complete and accurate records in sufficient detail to properly reflect the Net Sales and to enable the royalties payable hereunder to be determined. Upon reasonable request by Isis (but no more frequently than once in any 12-month period), OMI will report to Isis the quantity of Product not subject to royalties distributed by OMI, its Affiliates or Licensees as part of an Expanded Access Program to include compassionate use, named patients or other similar use or as part of Phase 4 Trials or as bona fide samples or as donations to non-profit institutions or government agencies for non-commercial purposes. All information disclosed by OMI to Isis under this Section 6.9 will be OMI Confidential Information.

Royalty Report and Payment. Commencing with the first commercial sale of a Licensed Product by Nuvelo ARCA or its licensees or sublicensees, Nuvelo ARCA or its licensees or sublicensees making such sales shall make quarterly written reports to Archemix within sixty (60) days after the end of each calendar quarter (the “Royalty Period”), stating in each such report, by Licensed Products and by country, the number, description and aggregate Net Sales in U.S. dollars of such Licensed Products sold during such Royalty Period by Nuvelo ARCA and its licensees or sublicensees, respectively. The report shall also show: (A) the calculation of Net Sales made by Nuvelo ARCA and the royalty payments due to Archemix on such Net Sales for such Royalty Period; (B) the calculation of Net Sales made by NuveloARCA’s licensees or sublicensees, the amount of sublicense revenue and royalty received from such licensees or sublicensees and the royalty payments due to Archemix on such sublicensee Net Sales for such royalty period; (C) the amount of taxes, if any, withheld to comply with applicable law; and (D) the exchange rates used Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in calculating the payments due to the other Party, which exchange rates shall comply with Section 7.4(b)(vi4.1(b)(vi) below. Simultaneously with the delivery of each such report, Nuvelo ARCA or its licensee or sublicensee making such sales shall pay to Archemix the total royalties, if any, due to Archemix for such Royalty Period. If no royalties are due, Nuvelo ARCA or its licensee or sublicensee making such sales shall so report.