Royalty Reports, Exchange Rates. 9.1.1 Licensee shall, with respect to each Calendar Quarter (or portion thereof), provide a written report showing, on a consolidated aggregated basis in reasonable detail (a) the Gross Sales of Licensed Products sold by Licensee, its Affiliates or Sublicensees in the Licensee Territory during the corresponding Calendar Quarter on which royalties are due hereunder and the Net Sales from such Gross Sales; (b) the royalties payable in U.S. dollars, if any, which shall have accrued hereunder based upon such Net Sales of Licensed Products; (c) the Net Sales ([***]) of Licensed Products sold by Licensee, its Affiliates or Sublicensees in the Licensee Territory during the corresponding Calendar Quarter, (d) the royalties payable in U.S. dollars, if any, which shall have accrued under the [***] based upon such Net Sales ([***]) and payable to Mersana in accordance with Section 8.4.1, (e) the withholding taxes, if any, required by law to be deducted in respect of any such royalties; (f) the dates of the First Commercial Sale of each Licensed Product in each country in the Licensee Territory for which royalties are due hereunder, if it has occurred during the corresponding Calendar Quarter; and (g) the exchange rates (as determined pursuant to Section 9.1.3 herein) used in determining the royalty amount expressed in U.S. dollars (each, a “Royalty Report”).
9.1.2 Royalty Reports shall be due on the [***] day following the end of the Calendar Quarter to which such Royalty Report relates. Licensee shall keep complete and accurate records in sufficient detail to properly reflect all Gross Sales, Net Sales and Net Sales ([***] and to enable the royalties payable hereunder to be determined.
9.1.3 With respect to sales of Licensed Products invoiced in U.S. dollars, the Gross Sales, Net Sales, Net Sales ([***]) and royalties payable shall be expressed in U.S. dollars. With respect to sales of Licensed Products invoiced in a currency other than U.S. dollars, the Gross Sales, Net Sales, Net Sales ([***]) and royalties payable shall be expressed in the currency of the invoice issued by the Selling Person together with the U.S. dollars equivalent of the royalty due, calculated using the average quarter-end rate of exchange for a given Calendar Quarter published in the Wall Street Journal during the applicable Calendar Quarter.
Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale of * covered by the TKT Patent Rights or which uses the TKT Technology in any country in the MMD Territory, MMD shall furnish to TKT a written quarterly report showing with respect to * , on a country by country basis (except as provided below): (i) the gross sales (except for sales to which subsection 7.2.2 applies) of all * covered by the TKT Patent Rights or which uses the TKT Technology sold by MMD and its Affiliates, its distributors and its permitted sublicensees in the MMD Territory during the reporting period; (ii) the calculation of Net Sales (except for sales to which subsection 7.2.2 applies) from such gross sales; (iii) the Gross Margin related sales to which subsection 7.2.2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. applies and the calculation of such Gross Margin; (iv) any revenues from sublicensees received by MMD during the reporting period; (v) the royalties and other payments payable in United States dollars which shall have accrued hereunder in respect of such Net Sales, Gross Margin and sublicensee payments; (vi) withholding taxes, if any, required by law to be deducted as a payment by TKT in respect of such Net Sales, Gross Margin and sublicensee payments; (vii) the dates of the First Commercial Sales of * covered by the TKT Patent Rights or which uses the TKT Technology in any country in the MMD Territory during the reporting period; and (viii) the exchange rates used in determining the amount of United States dollars. All amounts payable will first be calculated in the currency of sale and then converted into United States dollars on a quarterly basis using as a rate of exchange the actual foreign currency exchange rate on the last day of the month preceding the end of the quarter or such other method as is consistent with MMD's internal foreign currency translation procedures. MMD shall use best efforts to provide reports due on the sixtieth (60th) day following the close of each quarter. If no royalty is due for any royalty period hereunder, MMD shall so report. MMD shall keep complete and accurate records in sufficient detail to properly reflect all gross sales, Net Sales and Gross Margin and to enable the royalties payable hereunder to be determined.
Royalty Reports, Exchange Rates. During the term of this Agreement following the First Commercial Sale of any Royalty-Bearing Product, BMS shall, within [**] after each calendar quarter, furnish to Lexicon a written quarterly report showing: (i) the gross sales and Net Sales of Royalty-Bearing Products sold by BMS and its Affiliates and Corporate Partners during the reporting period and the calculation of Net Sales from such gross sales; (ii) the royalties payable in United States dollars which shall have accrued hereunder in respect of such Net Sales; (iii) withholding taxes, if any, required by law to be deducted in respect of such royalties; (iv) the dates of the First Commercial Sales of Royalty-Bearing Products in any country during the reporting period; and (v) the exchange rates used in determining the amount of United States dollars payable hereunder. Royalties payable on sales in countries other than the United States shall be calculated in accordance with the standard exchange rate conversion practices used by BMS for financial accounting purposes. If no royalty or payment is due for any royalty period hereunder, BMS shall so report. BMS shall keep, and shall require its Corporate Partners to keep (all in accordance with generally accepted accounting principles, consistently applied), complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined.
Royalty Reports, Exchange Rates. Following the First Commercial Sale of any BI Product in any country, BI shall within thirty (30) days after each calendar quarter furnish to PPI a written quarterly report showing: (i) the gross sales of the BI Product sold by BI, its Affiliates and sublicensees, including sales by BI to Recognized Agents during the reporting period and the calculation of Net Sales from such gross sales; (ii) withholding taxes, if any, required by law to be deducted in respect of such sales; and (iii) the exchange rates used in determining the amount of United States dollars. All sales in currencies other than United States dollars shall first be converted into German marks and then into United States dollars using in both cases the average monthly exchange rates as published regularly by Deutsche Bank in Frankfurt am Main, Germany, and as customarily used by BI in its accounting system. If no royalty is due for any royalty period hereunder, BI shall so report. BI shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined.
Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale of a Product in any country by Allergan, Allergan shall furnish to CNSI a written quarterly report showing, on a country by country basis: (i) the gross sales of all Products sold by Allergan and its Affiliates and its sublicensees during the reporting period and the calculation of Net Sales from such gross sales; (ii) the royalties and other payments payable in United States dollars which shall have accrued hereunder in respect of such sales; (iii) withholding taxes, if any, required by law to be deducted in respect of such sales, as applicable; (iv) the dates of the First Commercial Sales of any Products in any country by Allergan and its Affiliates and its sublicensees during the reporting period; and (v) the exchange rates used in determining the amount of United States dollars. All amounts payable will first be calculated in the currency of sale and then converted into United States dollars using as a rate of exchange the average exchange rate reported in the Wall Street Journal during the calendar quarter to which the payment relates. Reports together with the royalty payable for the periods to which the reports relate shall be due on the sixtieth (60th) day following the close of each calendar quarter. If no royalty is due for any royalty period hereunder, Allergan shall so report. Allergan shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined.
Royalty Reports, Exchange Rates. 20 6.3 Audits............................................20 6.4
Royalty Reports, Exchange Rates. During the term of this Agreement following the First Commercial Sale of any TDCC Product or receipt of any Technology access fees subject to Section 6.4.3, TDCC shall within ninety (90) days after each calendar quarter pay estimated royalties on the Net Sales of the TDCC Product and Biosource's share of any Technology access fee. A royalty report shall accompany the estimated royalty payment and payment of any Technology access fee under Section 6.
Royalty Reports, Exchange Rates. During the term of this Agreement following the First Commercial Sale of any Biosource Product or receipt of any Technology access fees subject to Section 6.5.3, Biosource shall within ninety (90) days after each calendar quarter pay estimated royalties on the Net Sales of the Biosource Product and TDCC's share of any Technology access fee. A royalty report shall accompany the estimated royalty payment and payment of any Technology access fee due under Section 6.5.
Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale, Pharmion shall within thirty (30) days after each calendar quarter furnish to Celgene a written quarterly report (the "Quarterly Report") showing: (a) the gross sales of the Product sold by Pharmion and its Affiliates during the reporting period and the calculation of Net Sales from such gross sales on a country by country basis; (b) the specific deductions, by category, permitted by the definition of "Net Sales" taken in connection with the calculation of Net Sales; and
Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale of the Licensed Products in any country, BI shall within forty five (45) days after each calendar quarter furnish to Transcend a written quarterly report showing, on a country by country basis: (a) the gross sales of the Licensed Products sold by BI and its Affiliates, Recognized Agents and its permitted sublicensees during the reporting period and the calculation of Net Sales from such gross sales; (b) withholding taxes, if any, required by law to be deducted in respect of such sales; (c) the specific deductions permitted by the definition of "Net Sales" taken in connection with the calculation of Net Sales; and
