Common use of Royalty Reports; Records Clause in Contracts

Royalty Reports; Records. During the Term and following the first Commercial Sale by MedImmune or its Affiliates or sublicensees, as the case may be, of a Product in the Territory, MedImmune shall furnish to Avalon, within * after the close of each Calendar Quarter, a written report or reports covering each Calendar Quarter, which report will set forth separately for each Product, in reasonable detail, the calculation of the royalties and/or other payments due from MedImmune, its Affiliates and sublicensees, including, for example, in the case of royalty payments, the gross amount billed or invoiced for the sale or distribution of the Product, itemized deductions against such gross amount, and Net Sales on a country-by-country and Product-by-Product basis. Such report shall contain reference to Net Sales by country in United States Dollars. MedImmune shall have the right to make corrections to the reports for each Calendar Quarter for any errors in calculation of any royalty or other payment due under this Agreement. Upon the expiration of * following the end of any Calendar Quarter, the calculation of royalties and/or other payments due from MedImmune with respect to such Calendar Quarter shall be binding and conclusive upon Avalon, and MedImmune, its Affiliates or sublicensees, as the case may be, shall be released from any liability or accountability with respect to such royalties and/or other payments for such Calendar Quarter. * If no payment is due for any such Calendar Quarter, MedImmune shall so report. MedImmune agrees to discuss any report and the information contained therein in good faith with Avalon, should questions regarding such reports arise. MedImmune shall keep, and shall require its Affiliates and sublicensees to keep, accurate records in sufficient detail to enable royalties payable hereunder (and all related calculations) to be determined. Such records will be maintained until Avalon's right to audit under Section 6.2 has expired.

Royalty Reports; Records. During the Term and following the first Commercial Sale by MedImmune or its Affiliates or sublicenseesterm of this Agreement, as the case may be, of a Product in the Territory, MedImmune Ilex shall furnish to AvalonB.W. Co., within * after in respect of Net Sales of Products in the close U.S., and to WFL, in respect of each Calendar QuarterNet Sales of Products in the Non-U.S. Territory, a written report or reports covering each Calendar Quartercalendar quarter (a "Royalty Period") showing (i) the Net Sales of all Products in the U.S. or the Non-U.S. Territory, as applicable, during the Royalty Period; (ii) the royalties, payable in the Base Currency, which report will set forth separately for each Productshall have accrued hereunder in respect of such sales; (iii) withholding taxes, if any, required by law to be deducted in reasonable detail, respect of such sales; and (iv) the calculation exchange rates used in determining the amount of the royalties and/or other payments due from MedImmune, its Affiliates and sublicensees, including, for example, payable in the case Base Currency; and (v) Program Costs incurred in connection with the obligations of royalty paymentsIlex contained in Sections 8.1 and 5.2 hereof. With respect to sales of Products invoiced in the Base Currency, the gross amount billed or Net Sales and royalty payable shall be expressed in such Base Currency. With respect to sales of Products invoiced for in a currency other than the Base Currency, the Net Sales and royalty payable shall be expressed in the domestic currency of the party making the sale or distribution together with the Base Currency equivalent of the Productroyalty payable, itemized deductions against such gross amountcalculated using the simple average of the exchange rates published in the London Financial Times under the heading "World Value of the Pound" on the last day of each month during the Royalty Period in which the London Financial Times' Guide is published (currently Tuesdays). If any sublicensee makes any sales invoiced in a currency other than its domestic currency, and the Net Sales on a country-by-country and Product-by-Product basisshall be converted to its domestic currency in accordance with the sublicensee's normal accounting principles. Such report Ilex shall contain reference furnish to Net Sales by country in United States Dollars. MedImmune shall have the right to make corrections to the reports for each Calendar Quarter for any errors in calculation B.W. Co. or WFL, as applicable, appropriate evidence of payment of any royalty tax or other payment amount required by applicable laws or regulations to be deducted from any royalty payment. Reports shall be due under this Agreement. Upon on the expiration of * sixtieth (60th) day following the end close of any Calendar Quarter, the calculation of royalties and/or other payments due from MedImmune with respect to such Calendar Quarter each respective calendar quarter. Ilex shall be binding and conclusive upon Avalon, and MedImmune, its Affiliates or sublicensees, as the case may be, shall be released from any liability or accountability with respect to such royalties and/or other payments for such Calendar Quarter. * If no payment is due for any such Calendar Quarter, MedImmune shall so report. MedImmune agrees to discuss any report and the information contained therein in good faith with Avalon, should questions regarding such reports arise. MedImmune shall keep, and shall require its Affiliates and sublicensees to keep, keep accurate records in sufficient detail to enable the royalties payable hereunder (and all related calculations) to be determined. Such records will Ilex shall be maintained until Avalonresponsible for all royalties and late payments that are due to B.W. Co. and WFL but have not been paid by Ilex 's right sublicensees to audit under Section 6.2 has expiredIlex.

Royalty Reports; Records. During the Term and following term of this Agreement after commercial introduction of the first Commercial Sale by MedImmune or its Affiliates or sublicenseesLicensed Product, as the case may be, of a Product in the Territory, MedImmune GW shall furnish or cause to Avalon, within * after the close of each Calendar Quarter, be furnished to Cellegy on a quarterly basis a written report or reports (the "Royalty Report") covering GW's fiscal quarter (currently ending on or about the last day of March, June, September and December; each Calendar Quartersuch fiscal quarter being sometimes referred to herein as a "royalty period") showing: (a) the Net Sales of all Licensed Products in each country of the Territory during the royalty period; (b) the royalties, payable in Dollars, which report will set forth separately for each Productshall have accrued hereunder in respect to such Net Sales; (c) withholding taxes, if any, required by law to be deducted in reasonable detailrespect of such sales; and (d) the exchange rates used in determining the amount of Dollars. With respect to sales of Licensed Products invoiced in Dollars, the calculation Net Sales and royalty payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in a currency other than Dollars, the Net Sales and royalty payable shall be expressed in the domestic currency of the royalties and/or country where such sale was made together with the Dollar equivalent of the royalty payable, calculated using the exchange rates normally used by GW in its management and financial reporting, provided, however, that the exchange rates used by GW in preparation of the ** Confidential treatment has been requested with respect to the information contained within the "[**]" markings. Such marked portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. Royalty Report shall not be materially different from the exchange rates posted in the Wall Street Journal published on the last day of such royalty period. GW, or its Affiliates or Sublicensees shall furnish to Cellegy appropriate evidence of payment of any withholding tax or other payments amount deducted from any royalty payment. Royalty Reports shall be due from MedImmuneon the forty-fifth (45th) day with respect to the United States, and on the seventy-fifth (75th) day for the rest of the Territory, following the close of each respective royalty period. GW, and its Affiliates and sublicenseesSublicensees shall keep contemporaneous, includinglegible, for example, in the case of royalty payments, the gross amount billed or invoiced for the sale or distribution of the Product, itemized deductions against such gross amount, verifiable and Net Sales on a country-by-country and Product-by-Product basis. Such report shall contain reference to Net Sales by country in United States Dollars. MedImmune shall have the right to make corrections to the reports for each Calendar Quarter for any errors in calculation of any royalty or other payment due under this Agreement. Upon the expiration of * following the end of any Calendar Quarter, the calculation of royalties and/or other payments due from MedImmune with respect to such Calendar Quarter shall be binding and conclusive upon Avalon, and MedImmune, its Affiliates or sublicensees, as the case may be, shall be released from any liability or accountability with respect to such royalties and/or other payments for such Calendar Quarter. * If no payment is due for any such Calendar Quarter, MedImmune shall so report. MedImmune agrees to discuss any report and the information contained therein in good faith with Avalon, should questions regarding such reports arise. MedImmune shall keep, and shall require its Affiliates and sublicensees to keep, accurate records in sufficient detail to enable the royalties payable hereunder (and all related calculations) to be determineddetermined and substantiated. Such records will A final Royalty Report shall be maintained until Avalon's right to audit under Section 6.2 has expireddue upon the expiration or termination of this Agreement.

Royalty Reports; Records. During the Term and following the first Commercial Sale by MedImmune or its Affiliates or sublicensees, as the case may be, of a Product in the Territory, MedImmune shall furnish to Avalon, within * after the close of each Calendar Quarter, a written report or reports covering each Calendar Quarter, which report will set forth separately for each Product, in reasonable detail, the calculation of the royalties and/or other payments due from MedImmune, its Affiliates and sublicensees, including, for example, in the case of royalty payments, the gross amount billed or invoiced for the sale or distribution of the Product, itemized deductions against such gross amount, and Net Sales on a country-by-country and Product-by-Product basis. Such report shall contain reference to Net Sales by country in United States Dollars. MedImmune shall have the right to make corrections to the reports for each Calendar Quarter for any errors in calculation of any royalty or other payment due under this Agreement. Upon the expiration of * following the end of any Calendar Quarter, the calculation of royalties and/or other payments due from MedImmune with respect to such Calendar Quarter shall be binding and conclusive upon Avalon, and MedImmune, its Affiliates or sublicensees, as the case may be, shall be released from any liability or accountability with respect to such royalties and/or other payments for such Calendar Quarter. * If no payment is due for any such Calendar Quarter, MedImmune shall so report. MedImmune agrees to discuss any report and the information contained therein in * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. good faith with Avalon, should questions regarding such reports arise. MedImmune shall keep, and shall require its Affiliates and sublicensees to keep, accurate records in sufficient detail to enable royalties payable hereunder (and all related calculations) to be determined. Such records will be maintained until Avalon's ’s right to audit under Section 6.2 has expired.