Common use of Royalty Reports, Exchange Rates Clause in Contracts

Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale of GA-EPO 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 GA-EPO, 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 GA-EPO 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 to sales to which subsection 7.2.2 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 GA-EPO 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 its best efforts to provide such reports 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 Amended and Restated Agreement, following the First Commercial Sale of GA-EPO covered a Pharmaceutical Specialty in each country by the TKT Patent Rights or which uses the TKT Technology in any country in the MMD TerritoryLLS, MMD LLS shall furnish to TKT a Cortex written quarterly report showing with respect to GA-EPOreports showing, on a country by country basis (except as provided below): basis: (i) the gross sales (except for sales to which subsection 7.2.2 applies) of all GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology Pharmaceutical Specialties sold by MMD LLS and its Affiliates, its distributors Affiliates and its permitted sublicensees in the MMD Territory during the reporting period; (ii) period and the calculation of Net Sales (except for sales to which subsection 7.2.2 applies) from such gross sales; (iii) the Gross Margin related to sales to which subsection 7.2.2 applies and the calculation of such Gross Margin; (iv) any revenues from sublicensees received by MMD during the reporting period; (vii) 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 paymentssales; (viiii) withholding taxes, if any, required by law to be deducted as a payment by TKT in respect of such Net Salessales, Gross Margin and sublicensee paymentsas applicable; (viiiv) the dates of the First Commercial Sales of GA-EPO covered any Pharmaceutical Specialties in each country by the TKT Patent Rights or which uses the TKT Technology in any country in the MMD Territory LLS and its Affiliates and its sublicensees during the reporting period; and (viiiv) the exchange rates used in determining the amount of Euros and United States dollars, as applicable. All amounts payable will first be calculated in the currency of sale and then then, other than for sales in the United States, converted into Euros using the monthly average of daily rates of exchange published by the European Central Bank for the monthly period covering such Net Sales, which consolidated amount shall [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. be converted into United States dollars on a quarterly basis using as a rate of exchange at the actual foreign currency exchange rate on reported in the Wall Street Journal for the last day of the month preceding reporting period to which the end of payment relates. Reports together with the quarter or such other method as is consistent with MMD's internal foreign currency translation procedures. MMD royalty payable for the periods to which the reports relate shall use its best efforts to provide such reports be due on the sixtieth [***] (60th[***]) day following the close of each quarterQuarter. If no royalty is due for any royalty period hereunder, MMD LLS shall so report. MMD All reports delivered hereunder shall be deemed confidential information of LLS, and Cortex agrees to protect the confidentiality of such reports to the same extent and in at least the same manner as Cortex protects its own confidential or proprietary information. LLS shall keep complete and accurate records in sufficient detail to properly reflect all gross sales, sales and Net Sales and Gross Margin and to enable the royalties payable hereunder to be determined. Any disagreement as to the outcome of the audit referred to in this Section 3.3.1 shall be subject to the provisions of Section 8.6.

Royalty Reports, Exchange Rates. During the term of this Agreement, following the First Commercial Sale of GA-EPO * 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 GA-EPO* , 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 GA-EPO * 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 to 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 GA-EPO * 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 its best efforts to provide such 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, Agreement following the First Commercial Sale of GAa Royalty-EPO covered by Bearing Product or a Mitotix Product, as the TKT Patent Rights or which uses case may be, the TKT Technology in any country in party owing royalties as a result of such First Commercial Sale (the MMD Territory, MMD “Paying Party”) shall furnish to TKT the party having a right to receive royalties as a result of such First Commercial Sale (the “Receiving Party”) a written quarterly report showing with respect to GA-EPOshowing, on a country by country basis (except as provided below): basis, (i) the gross sales of all Royalty-Bearing Products or Mitotix Products, as the case may be, sold to Third Party customers, including Distributors, by the Paying Party, its Affiliates and sublicensees, during the reporting period and the calculation of Net Sales from such gross sales; (ii) the royalty payments received from a Paying Party Development Partner and the royalty payments which would have been due from a Paying Party Development Partner except for sales the credit such Paying Party Development Partner received for upfront payments, milestone payments or other payments made to which subsection 7.2.2 applies) of all GA-EPO 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 Paying Party 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 to sales to which subsection 7.2.2 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 the items described in (i) and sublicensee payments(ii) above; (viiv) withholding taxes, if any, required by law to be deducted as a payment by TKT in respect of such Net Sales, Gross Margin the items described in (i) and sublicensee payments(ii) above; (viiv) the dates of the First Commercial Sales of GA-EPO covered by any Royalty Bearing Product or Mitotix Product, as the TKT Patent Rights or which uses the TKT Technology in any country in the MMD Territory case may be, during the reporting period; and (viiivi) the exchange rates used in determining the amount of United States dollars due. All payments to be made under this Agreement shall be made in United States dollars. All amounts payable will first In the case of sales outside the United States, the rate of exchange to be calculated used in computing the amount of currency of sale and then converted into equivalent in United States dollars on a quarterly basis using as a rate of due shall be the Calendar Quarter-end exchange rate, which is the actual foreign currency exchange rate utilized by DuPont Merck in its worldwide accounting system and reflects the average exchange rate for the Calendar Quarter in which the sales are recorded. Reports and any amounts payable shall be due 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 its best efforts to provide such reports on the sixtieth forty fifth (60th45th) day following the close of each quarterCalendar Quarter. If no royalty is due for any royalty period hereunder, MMD the Paying Party shall so report. MMD The Paying Party shall keep complete and accurate records in sufficient detail to properly reflect all gross sales, sales and Net Sales and Gross Margin and to enable the royalties and other amounts payable hereunder to be determined.

Royalty Reports, Exchange Rates. During the term of this Agreement, ------------------------------- following the First Commercial Sale of GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology a Pharmaceutical Specialty in any country in the MMD Territoryby AEC, MMD AEC shall furnish to TKT Cortex a written quarterly Quarterly report showing with respect to GA-EPOshowing, on a country by country basis (except as provided below): basis: (i) the gross sales (except for sales to which subsection 7.2.2 applies) of all GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology Pharmaceutical Specialties sold by MMD AEC and its Affiliates, its distributors Affiliates and its permitted sublicensees in the MMD Territory during the reporting period; (ii) period and the calculation of Net Sales (except for sales to which subsection 7.2.2 applies) from such gross sales; (iii) the Gross Margin related to sales to which subsection 7.2.2 applies and the calculation of such Gross Margin; (iv) any revenues from sublicensees received by MMD during the reporting period; (vii) 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 paymentssales; (viiii) withholding taxes, if any, required by law to be deducted as a payment by TKT in respect of such Net Salessales, Gross Margin and sublicensee paymentsas applicable; (viiiv) the dates of the First Commercial Sales of GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology any Pharmaceutical Specialties in any country in the MMD Territory by AEC and its Affiliates and its sublicensees during the reporting period; and (viiiv) 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 reported in the Wall Street Journal for the last day of the month preceding reporting period to which the end of payment relates. Reports together with the quarter or such other method as is consistent with MMD's internal foreign currency translation procedures. MMD royalty payable for the periods to which the reports relate shall use its best efforts to provide such reports be due on the sixtieth forty-fifth (60th45th) day following the close of each quarterQuarter. If no royalty is due for any royalty period hereunder, MMD AEC * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION shall so report. MMD AEC shall keep complete and accurate records in sufficient detail to properly reflect all gross sales, sales and Net Sales and Gross Margin and to enable the royalties payable hereunder to be determined.

Royalty Reports, Exchange Rates. During the term of this Agreementagreement following the First Commercial Sale, following LICENSEE shall furnish to LICENSOR, with respect to each Calendar Quarter, a written report showing in reasonably specific detail, for the European Union, North America, and the rest of the Territory, respectively: (a) the gross sales of a product and/or service using the Licensed Technology sold by LICENSEE, its affiliates and its sublicensees in the Territory during the corresponding Calendar Quarter and the calculation of such gross sales; (b) the royalties payable in United States dollars, if any, which shall have accrued hereunder; (c) the date of the First Commercial Sale of GA-EPO covered by product and/or service using the TKT Patent Rights or which uses the TKT Licensed Technology having occurred in any each country in the MMD Territory, MMD shall furnish to TKT a written quarterly report showing with respect to GA-EPO, 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 GA-EPO 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 to sales to which subsection 7.2.2 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 GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology in any country in the MMD Territory during the reporting periodcorresponding Calendar Quarter; and (viiid) the exchange rates used in determining the royalty amount of expressed in United States dollars. All amounts With respect to sales (if any) of product and/or service using the Licensed Technology invoiced in United States dollars, the gross sales, and royalties payable will first shall be calculated expressed in United Sates dollars. With respect to sales of product and/or service using the Licensed Technology invoiced in a currency other than United Sates dollars, the gross sales, and royalties payable shall be expressed in the currency of the invoice issued by the party making the sale and then converted into together with the United States dollars on a quarterly basis equivalent of the royalty payable, calculated using as a the rate of exchange published in the actual foreign Wall Street Journal for such currency exchange rate on the last business day of the month preceding the end concerned Calendar Quarter. Reports and payments shall be within thirty calendar days of the quarter or such other method as is consistent with MMD's internal foreign currency translation procedures. MMD shall use its best efforts to provide such reports on last business day of 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 LICENSEE shall keep complete and accurate records in sufficient detail to properly reflect all gross sales, sales and Net Sales and Gross Margin and to enable the royalties payable hereunder to be determined.. WINTR.4000.01 Page 11 of 25 ___________ ___________ LICENSOR LICENSEE Intellectual Property License And Consulting Agreement