Common use of Royalty Reports and Payments Clause in Contracts

Royalty Reports and Payments. Within [***] ([***]) [***] following the end of the 2nd, 3rd and 4th calendar quarters of each calendar year, commencing with the calendar quarter in which the First Commercial Sale of any Product is made anywhere in the Territory, Takeda shall provide ITI with a reasonably detailed report containing the following information for the applicable calendar quarter, on a country-by-country and Product-by-Product basis: (i) the gross sales of such Product in the Territory, (ii) a reasonable calculation of the tentative amount of Net Sales in the Territory showing total amount of deductions, to the extent practicable, provided for in the definition of “Net Sales”, subject to a final adjustment to be made by Takeda at the end of Takeda’s fiscal year (April 1 to March 31), (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, and (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c). Concurrent with the delivery of the applicable quarterly report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales by Takeda, its Affiliates and their respective sublicensees for such calendar quarter. Within sixty (60) days following the end of each March, Takeda shall provide ITI with a report containing the following information for the preceding one (1) year (from April 1 to March 31), on a country-by-country and Product-by-Product basis: (i) gross sales of such Product in the Territory, (ii) a reasonable calculation of Net Sales in the Territory showing total amount of deductions for such fiscal year, including the 1st calendar quarter, to the extent practicable, provided for in the definition of “Net Sales”, (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c), and (vi) a calculation of the necessary adjustment for the difference between amount of royalty calculated based on tentative Net Sales and those based on the Net Sales finally adjusted. Concurrent with the delivery of such annual report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales for the 1st calendar quarter, as adjusted to reflect Takeda’s calculation of Net Sales for Takeda’s most recently completed fiscal year. Notwithstanding the foregoing, in the event ITI becomes a public reporting company (through acquisition or otherwise), the Parties shall discuss in good faith the timing of reports under this Section 8.5(d) (but not the timing of the corresponding payment obligation) and shall agree reasonably to adjust such timing as necessary for ITI to be able to comply with all requirements under applicable Laws or the rules of the applicable security exchange on which the shares of ITI or its Affiliate are listed; provided, however, that ITI shall inform Takeda of such necessity of change reasonably beforehand, and any agreed change must be practically feasible for Takeda.

Royalty Reports and Payments. Within [***] fifteen ([***]15) [***] following days of the end of the 2nd, 3rd and 4th calendar quarters of each calendar yearquarter Sobi shall provide Auxilium with a royalty report that includes: (i) a statement of the amount of gross sales of the Finished Product, commencing with the calendar quarter in which the First Commercial Sale of any Product is made anywhere on an indication-by-indication basis, (a) in the Territory, Takeda shall provide ITI with Territory as a reasonably detailed report containing the following information for the applicable calendar quarter, whole and (b) on a country-by-country and Productmonth-by-Product basis: month basis during the applicable calendar quarter (i) the gross sales of including such Product amounts expressed in the Territorylocal currency and as converted to Dollars), (ii) a reasonable an itemized calculation of the tentative amount of Net Sales (a) in the Territory as a whole and (b) on a country-by-country and month-by-month basis, showing total amount of deductions, to the extent practicable, for both (a) and (b) deductions provided for in the definition of “Net Sales”, subject to a final adjustment to be made by Takeda at the end of Takeda’s fiscal year (April 1 to March 31), ” during such calendar quarter and (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, and (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c). Concurrent with the delivery of the applicable quarterly report, Takeda shall pay in Dollars all amounts due total Royalty Payment payable to ITI Auxilium pursuant to Section 8.5 8.2 with respect to Net Sales during such calendar quarter less the aggregate amount of the Commercial Supply Price paid by TakedaSobi for all Finished Product to which the Net Sales for such calendar quarter relate (the “Aggregate Quarterly Supply Price”), which amount shall be converted to Dollars at such time in accordance with Section 8.6. Without limiting the generality of the foregoing, Sobi shall require its Affiliates and their respective sublicensees (and any distributors) to account for its Net Sales and to provide such reports with respect thereto as if such sales were made by Sobi. In the event that the amount of the Royalty Payment payable to Auxilium with respect to any calendar quarter is less than the Commercial Supply Price paid by Sobi for all Finished Product to which the Net Sales for such calendar quarter. Within sixty (60) days following quarter relate, Sobi shall be entitled to offset the end of each March, Takeda shall provide ITI with a report containing amount by which such aggregate Commercial Supply Price exceeds the following information for the preceding one (1) year (from April 1 to March 31), on a country-by-country and Product-by-Product basis: (i) gross sales of such Product in the Territory, (ii) a reasonable calculation of Net Sales in the Territory showing total amount of deductions Royalty Payment for such fiscal year, including the 1st calendar quarter, to the extent practicable, provided for in the definition of “Net Sales”, (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c), and (vi) a calculation of the necessary adjustment for the difference between amount of royalty calculated based on tentative Net Sales and those based on the Net Sales finally adjusted. Concurrent with the delivery of such annual report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales for the 1st calendar quarter, as adjusted to reflect Takeda’s calculation of Net Sales for Takeda’s most recently completed fiscal year. Notwithstanding the foregoing, in the event ITI becomes a public reporting company (through acquisition or otherwise), the Parties shall discuss in good faith the timing of reports under this Section 8.5(d) (but not the timing of the corresponding payment obligation) and shall agree reasonably to adjust such timing as necessary for ITI to be able to comply with all requirements under applicable Laws or the rules of the applicable security exchange on which the shares of ITI or its Affiliate are listed; provided, however, that ITI shall inform Takeda of such necessity of change reasonably beforehand, and any agreed change must be practically feasible for Takedaquarter against future Royalty Payments owed by Sobi.

Royalty Reports and Payments. Within [***] ([***]) [***] During the Term following the end of the 2nd, 3rd and 4th calendar quarters of each calendar year, commencing with the calendar quarter in which the First Commercial Sale of any Product is made anywhere Product, within forty-five (45) days after the end of each of the first three (3) Calendar Quarters of each Calendar Year and within sixty (60) days after the end of the last Calendar Quarter of each Calendar Year, Palvella will pay to Ligand Royalties due for such Calendar Quarter calculated in the Territory, Takeda shall provide ITI accordance with Section 4.3 and will deliver to Ligand a reasonably detailed Royalties report containing the following information for the applicable calendar quartershowing, on a country-by-country and Product-by-Product basis: (i) , the information set forth in this Section 4.4 below: 4.4.1 the gross amount invoiced for and the amounts received and the Net Sales resulting from sales of Products sold by Palvella, its Affiliates or Licensees during such Product Calendar Quarter, including without limitation the specific deductions applied in the Territory, (ii) a reasonable calculation of the tentative amount of such Net Sales amounts, and any amounts required to be included in Net Sales pursuant to Section 6.2.3; 4.4.2 the Territory showing total amount of deductions, Royalties (in Dollars) that have accrued in such Calendar Quarter with respect to the extent practicable, provided for in the definition of “such Net Sales”, subject to a final adjustment to be made by Takeda at the end of Takeda’s fiscal year (April 1 to March 31), (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, and (v) the application of the reduction and adjustment; 4.4.3 withholding taxes, if any, made required by Applicable Law to be deducted with respect to such Royalties; and 4.4.4 the rate of exchange used by Pxxxxxxx in determining the amount of Dollars due hereunder. If no Royalties are due for any Calendar Quarter hereunder, Pxxxxxxx will so report. Palvella will keep, and will require in its Licenses, and use good faith efforts to enforce such requirements, its Licensees and their respective Affiliates to keep (all in accordance with GAAP), complete and accurate records in sufficient detail to properly reflect the terms of Section 8.5(c). Concurrent with the delivery of the applicable quarterly report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales by Takedato enable the Royalties due hereunder to be determined for a period of at least three (3) Calendar Years. In addition, its Affiliates and their respective sublicensees for such calendar quarter. Within sixty Palvella will deliver to Ligand no later than twenty-five (6025) days following the end of each March, Takeda shall provide ITI with Calendar Quarter a report containing preliminary statement setting forth the following information actual Net Sales for the preceding one first two (12) year months of such Calendar Quarter and estimated Net Sales for the third (from April 1 to March 31)3rd) month of such Calendar Quarter, the calculation of Royalties or Net Sales due on a country-by-country basis (based on such actual and Product-by-Product basis: (i) gross sales of such Product in the Territory, (ii) a reasonable calculation of Net Sales in the Territory showing total amount of deductions for such fiscal year, including the 1st calendar quarter, to the extent practicable, provided for in the definition of “estimated Net Sales”) and, (iii) a calculation of the royalty payment due on such salesif applicable, (iv) the exchange rate for such country, (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c), and (vi) a calculation of the necessary adjustment for the difference between amount of royalty calculated based on tentative Net Sales and those based on the Net Sales finally adjusted. Concurrent with the delivery of such annual report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales for the 1st calendar quarter, as adjusted to reflect Takeda’s calculation of Net Sales for Takeda’s most recently completed fiscal year. Notwithstanding the foregoing, in the event ITI becomes a public reporting company (through acquisition or otherwise), the Parties shall discuss in good faith the timing of reports under this Section 8.5(d) (but not the timing of the corresponding payment obligation) and shall agree reasonably to adjust such timing as necessary for ITI to be able utilized by Palvella to comply with all requirements under applicable Laws or the rules of the applicable security exchange on which the shares of ITI or its Affiliate are listed; provided, however, that ITI shall inform Takeda of such necessity of change reasonably beforehand, and any agreed change must be practically feasible for Takedaconvert a local currency payment to Dollars.

Royalty Reports and Payments. Within [***] ([***]) [***] During the Term following the end of the 2nd, 3rd and 4th calendar quarters of each calendar year, commencing with the calendar quarter in which the First Commercial Sale of any Product is made anywhere Product, within forty-five (45) days after the end of each of the first three (3) Calendar Quarters of each Calendar Year and within sixty (60) days after the end of the last Calendar Quarter of each Calendar Year, Palvella will pay to Ligand Royalties due for such Calendar Quarter calculated in the Territory, Takeda shall provide ITI accordance with Section 4.3 and will deliver to Ligand a reasonably detailed Royalties report containing the following information for the applicable calendar quartershowing, on a country-by-country basis, the information set forth in this Section 4.4 below: ___________________________ [***] Certain information on this page has been omitted and Product-by-Product basis: (i) filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 4.4.1 the gross amount invoiced for and the amounts received and the Net Sales resulting from sales of Products sold by Palvella, its Affiliates or Licensees during such Product Calendar Quarter, including without limitation the specific deductions applied in the Territory, (ii) a reasonable calculation of the tentative amount of such Net Sales amounts, and any amounts required to be included in Net Sales pursuant to Section 6.2.3; 4.4.2 the Territory showing total amount of deductions, Royalties (in Dollars) that have accrued in such Calendar Quarter with respect to the extent practicable, provided for in the definition of “such Net Sales”, subject to a final adjustment to be made by Takeda at the end of Takeda’s fiscal year (April 1 to March 31), (iii) a calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, and (v) the application of the reduction and adjustment; 4.4.3 withholding taxes, if any, made required by Applicable Law to be deducted with respect to such Royalties; and 4.4.4 the rate of exchange used by Palvella in determining the amount of Dollars due hereunder. If no Royalties are due for any Calendar Quarter hereunder, Palvella will so report. Palvella will keep, and will require in its Licenses, and use good faith efforts to enforce such requirements, its Licensees and their respective Affiliates to keep (all in accordance with GAAP), complete and accurate records in sufficient detail to properly reflect the terms of Section 8.5(c). Concurrent with the delivery of the applicable quarterly report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales by Takedato enable the Royalties due hereunder to be determined for a period of at least three (3) Calendar Years. In addition, its Affiliates and their respective sublicensees for such calendar quarter. Within sixty Palvella will deliver to Ligand no later than twenty-five (6025) days following the end of each March, Takeda shall provide ITI with Calendar Quarter a report containing preliminary statement setting forth the following information actual Net Sales for the preceding one first two (12) year months of such Calendar Quarter and estimated Net Sales for the third (from April 1 to March 31)3rd) month of such Calendar Quarter, the calculation of Royalties or Net Sales due on a country-by-country basis (based on such actual and Product-by-Product basis: (i) gross sales of such Product in the Territory, (ii) a reasonable calculation of Net Sales in the Territory showing total amount of deductions for such fiscal year, including the 1st calendar quarter, to the extent practicable, provided for in the definition of “estimated Net Sales”) and, (iii) a calculation of the royalty payment due on such salesif applicable, (iv) the exchange rate for such country, (v) the application of the reduction and adjustment, if any, made in accordance with the terms of Section 8.5(c), and (vi) a calculation of the necessary adjustment for the difference between amount of royalty calculated based on tentative Net Sales and those based on the Net Sales finally adjusted. Concurrent with the delivery of such annual report, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales for the 1st calendar quarter, as adjusted to reflect Takeda’s calculation of Net Sales for Takeda’s most recently completed fiscal year. Notwithstanding the foregoing, in the event ITI becomes a public reporting company (through acquisition or otherwise), the Parties shall discuss in good faith the timing of reports under this Section 8.5(d) (but not the timing of the corresponding payment obligation) and shall agree reasonably to adjust such timing as necessary for ITI to be able utilized by Palvella to comply with all requirements under applicable Laws or the rules of the applicable security exchange on which the shares of ITI or its Affiliate are listed; provided, however, that ITI shall inform Takeda of such necessity of change reasonably beforehand, and any agreed change must be practically feasible for Takedaconvert a local currency payment to Dollars.

Royalty Reports and Payments. Within [***] thirty ([***]30) [***] days following the end of the 2nd, 3rd and 4th calendar quarters of each calendar yearquarter, commencing with the calendar quarter in which the First Commercial Sale of any Product is made anywhere in the TerritoryClosing Date occurs, Takeda Mayne shall provide ITI TXMD with a reasonably detailed report containing the following information for the applicable such calendar quarter, on a country-by-country and Product-by-Product basis: (i) the amount of gross sales of such Product Products in the Territory, (ii) a reasonable units sold of Products, (iii) reconciliation, if any, of estimated to actual sales due to timing of financial reporting, (iv) an itemized calculation of the tentative amount of Net Sales in the Territory showing total amount of deductions, to the extent practicable, deductions provided for in the definition of “Net Sales”, subject to a final adjustment ” and any rebates that are known to be made by Takeda at required in respect of the end of Takeda’s fiscal year (April 1 to March 31)calendar quarter in question, (iiiv) a the calculation of the royalty payment due on such sales, (iv) the exchange rate for such country, and (v) showing the application of the reduction and adjustmentreduction, if any, made and (vi) additional amounts due, if any, in accordance with order to satisfy any accrued, but unpaid, quarterly amount of the terms Minimum Annual Royalty for the elapsed portion of Section 8.5(c)the applicable calendar year. Concurrent with the delivery of the applicable quarterly report, Takeda Mayne shall pay in Dollars all amounts due to ITI TXMD pursuant to this Section 8.5 6.2 with respect to Net Sales by TakedaMayne, its Affiliates and their respective sublicensees sublicensee for such calendar quarter, including any Minimum Annual Royalties due for such calendar quarter. Within sixty (60) days following the end of each March, Takeda shall provide ITI with a report containing the following information for the preceding one (1) year (from April 1 to March 31), on a country-by-country and Product-by-Product basis: (i) gross sales of such Product in the Territory, (ii) a reasonable calculation of Net Sales in the Territory showing total amount of deductions for such fiscal year, including the 1st calendar quarter, to the extent practicable, The reports provided for in this Section 6.2(d) shall be the definition Confidential Information of “Mayne. For clarity, the Minimum Annual Royalties will accrue on a calendar quarter basis and will be offset against cumulative royalty payments on Net Sales”Sales of Products for the elapsed portion of the calendar year. By way of example only, (iiiA) a calculation of if the royalty payment due on such salesNet Sales of Products for the first quarter of 2023 is $800,000, (iv) no true-up will be required to satisfy the exchange rate for such country, (v) the application portion of the reduction and adjustment, if any, made in accordance with Annual Minimum Royalty for the terms first quarter of Section 8.5(c)2023, and (viB) a calculation if the royalty payment on Net Sales of Products for the second quarter of 2023 is $600,000, the true-up amount to satisfy the portion of the necessary adjustment Annual Minimum Royalty for the difference between amount first and second quarter of royalty calculated based on tentative Net Sales and those based on the Net Sales finally adjusted. Concurrent with the delivery of such annual report2023, Takeda shall pay in Dollars all amounts due to ITI pursuant to Section 8.5 with respect to Net Sales for the 1st calendar quarter, as adjusted to reflect Takeda’s calculation of Net Sales for Takeda’s most recently completed fiscal year. Notwithstanding the foregoing, in the event ITI becomes a public reporting company will be $100,000 (through acquisition or otherwise[$750,000 + $750,000 = $1,500,000] - [$800,000 + $600,000 = $1,400,000] = $100,000), the Parties shall discuss in good faith the timing of reports under this Section 8.5(d) (but not the timing of the corresponding payment obligation) and shall agree reasonably to adjust such timing as necessary for ITI to be able to comply with all requirements under applicable Laws or the rules of the applicable security exchange on which the shares of ITI or its Affiliate are listed; provided, however, that ITI shall inform Takeda of such necessity of change reasonably beforehand, and any agreed change must be practically feasible for Takeda.