Common use of Calculation and Payment Clause in Contracts

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs.

Calculation and Payment. Within (a) Following any exercise by Beam of the Beam Opt-In Option, within [***] days after the end of each calendar quarter beginning Calendar Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with (i) a detailed, activity-based statement of its Shared Development Costs incurred in such Calendar Quarter, including, without limitation, an itemized breakdown of the calendar quarter in which the First Commercial Sale calculation of a Product occurs FTE Costs included in the Shared TerritoryDevelopment Costs (each, Unum will report a “Development Cost Report”), (ii) a detailed, activity-based statement of its Shared Commercialization Costs (each statement, together with the corresponding Development Cost Report, the “Cost Reports”), in each case to the Finance Officers its extent incurred in such Calendar Quarter (or a good faith estimate of any portions thereof where actuals are not known as of such time), as well as details of any adjustments to be made to the amounts submitted in the previous Calendar Quarter in previous Cost Reports, in a format to be agreed upon by the JCC and JDC, as applicable. (b) Along with the Cost Reports, Verve shall provide Beam and the JCC with a report setting forth Verve’s itemized Net Sales of each Collaboration Product in the Collaboration Territory during such Calendar Quarter. (c) Within [**] after the end of each Calendar Quarter, each Party will provide the other Party and the JSC with a written, non-binding, preliminary report that will set forth, in a format to be mutually agreed by the Parties promptly after the Effective Date, such Party’s good faith estimate of: (i) the amounts and information that will be set forward in such Party’s Cost Reports for such Calendar Quarter; and (ii) in the case of Verve, the aggregate Net Sales of Collaboration Products in the Collaboration Territory and Collaboration Territory Revenue for such Calendar Quarter. (d) In addition to the preliminary reports to be provided by each Party in accordance with Section 10.5.2(c) above, within [**] after the end of each Calendar Quarter, Verve shall provide Beam and the JSC with a written report (the “Reconciliation Report”) setting forth, in a format to be mutually agreed by the Parties promptly after the Effective Date, the calculations of [**]. Any net payment owed from one Party to the other Party shall be paid within [**] following receipt of such reconciliation (i.e. within [**] after the end of the Calendar Quarter); provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Shared Development Costs) or JCC (with respect to Shared Commercialization Costs or Net Sales), as applicable, and Unum and SGI will each report any net payment owed with respect to the Finance Officers its Development Costs undisputed amounts shall be paid within such [**] period (and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, anddisputed amount, if determined to be owed, shall be paid within [**] of resolution of the dispute). If requested by Unum Verve or SGIBeam, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [**] Dollars ($[*] or with respect to which documentation is otherwise reasonably requested will *]) shall be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will AUS shall report to the Finance Officers its Net Sales, and Unum Medivation and SGI will AUS shall each report to the Finance Officers its Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Joint Development Costs Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs, and, if requested by Unum Medivation or SGIAUS, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. Within [***] Business Days after receipt of such reports, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [**] Business Days after such [*] days after receipt of the other Party’s invoiceBusiness Day conferral period, Unum Medivation or SGIAUS, as applicable, will shall make a payment to SGI AUS or Unum Medivation respectively, as applicable, so that each of Unum Medivation and SGI AUS has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI AUS and the Joint Development Costs Costs, Joint Medical Affairs Costs, and Joint Commercialization Costs incurred by Unum Medivation and SGI AUS with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days Business Days after the date on which Unum Medivation and SGIAUS, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will shall be counted more than once in calculating Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs, even if such cost costs or expense falls into more than one of the cost categories that comprise Joint Development Costs, Joint Medical Affairs Costs and Joint Commercialization Costs.

Calculation and Payment. (a) Within [***] days after the end of each calendar quarter Quarter beginning with the calendar quarter first Quarter in which the First Commercial Sale of a Product occurs in the Shared Territoryeither Development Costs or Allowable Expenses are incurred, Unum will each Party shall report to the Finance Officers JFT its Net SalesSales and Sublicensing Revenue in the Major Markets, as well as its Allowable Expenses and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each ProductCosts. Each such report will shall, as applicable, specify in reasonable detail all deductions allowed in the calculation of such Net Sales Sales, documentation supporting its receipts of such Sublicensing Revenue, and all expenses or costs included in Allowable Expenses or Development Costs and Joint Commercialization Costs, and, if requested by Unum Genmab or SGI, any invoices or other supporting documentation for any payments to a Third Party that constitute Allowable Expenses or Development Costs and that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. In addition, each such report shall specify the amount of gross sales of Product for the Quarter and the amount offset from gross sales to Net Sales by category for the Quarter. Within [***] Business Days after receipt of such reports, the Finance Officers will JFT shall confer and agree upon in writing on a consolidated financial statement setting forth the Operating Profit or Operating Net Profit/Net Loss for such calendar quarter Quarter for such the Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Net Profit/Net Loss. . (b) Within [**] Business Days after the Parties (through the JFT) have reconciled the reports delivered under Section 5.1.2 (a) for each Quarter, the Party who will receive payment shall issue to the other Party an invoice for the agreed amount and the other Party shall, within [*] days after receipt Business Days of the other Party’s such invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectivelyGenmab, as applicable, so that each of Unum Genmab and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Net Profit/Net Loss, as applicable, after giving effect to the (i) Net Sales invoiced by SGI and Sublicensing Revenue received for the Major Markets as well as Allowable Expenses and Development Costs and Joint Commercialization Costs incurred by Unum SGI, and SGI with respect (ii) Net Sales invoiced and Sublicensing Revenue received for the Major Markets, as well as Allowable Expenses and Development Costs incurred by Genmab, to such Product in such calendar quartereffect the intent of Section 5.1.1; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days Business Days after the date on which Unum Genmab and SGI, using good faith efforts, resolve the dispute. dispute or such dispute is resolved pursuant to a dispute resolution mechanism under this Agreement. (c) In addition, following the Effective Datefor planning purposes, each Party will consider in good faith other reasonable procedures proposed by shall report to the other Party for sharing financial information in order to permit and the JFT within [*] Business Days after the end of each Party to close its books periodically in a timely manner. For calendar month following the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one first Launch of the cost categories that comprise Development Costs and Joint Commercialization Costs.Product in its Party Major Market(s) its estimated Net Sales (including the

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning Calendar Quarter, each Party shall provide the other Party and the JCC and JDC, as applicable, with a detailed, activity-based statement of its Joint Development Costs (the “Joint Development Cost Report”) and a detailed, activity-based statement of its Joint Commercialization Costs (or in each case an estimate of any portions thereof where actuals are not known as of such time) (together with the calendar quarter Joint Development Cost Report, the “Joint Cost Reports”) as well as details of any adjustments to be made to the amounts submitted in which the First Commercial Sale previous Calendar Quarter in a format to be agreed-upon by the JCC and JDC, as applicable. Within [*] days after the end of the Calendar Quarter, Partner shall provide Medivation and the JSC with a Product occurs written report (the “Reconciliation Report”) setting forth in a format to be agreed-upon by the Parties promptly after the Effective Date, the calculations of any Operating Profit or Operating Loss in the Shared TerritoryTerritory and each Party’s share of such Operating Profit or Operating Loss. Such Reconciliation Report shall include for such Calendar Quarter in the case of Medivation and corresponding Partner Quarter in the case of Partner, Unum will report to the Finance Officers its (i) total Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify Sales (including in reasonable detail all the deductions allowed in the calculation of such Net Sales and all expenses included in Sales), (ii) total Joint Development Costs and total Joint Commercialization CostsCosts incurred by each Party, and(iii) total aggregate Joint Development Costs and total aggregate Joint Commercialization Costs and each Party’s respective share thereof, and (iv) the net payment due from one Party to the other Party in accordance with this Section 8.2(a). Any net payment owed from one Party to the other Party shall be paid within [*] days following such reconciliation (i.e. within [*] days after the end of the Calendar Quarter) provided that if a Party disputes an amount provided in such Reconciliation Report then such disputed amount shall be reviewed by the JDC (with respect to Joint Development Cost), JCC (with respect to a Joint Commercialization Cost) or JSC (with respect to Net Sales), as applicable, and any net payment owed with respect to the undisputed amounts shall be paid within such [*] period. If requested by Unum Medivation or SGIPartner, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. Within [***[ * ] Business Days after receipt of such reports= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Finance Officers will confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoiceMARKED BY BRACKETS, Unum or SGIHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization CostsAS AMENDED.

Calculation and Payment. (i) Within [***] forty-five (45) days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which Proceeds are first incurred or accrued, OPKO will provide Entera a report setting forth the First Commercial Sale Proceeds (including for example Sublicense Income and Manufacturing Costs for Commercialization, and whether Proceeds for such Calendar Quarter are positive or negative) for such Calendar Quarter; provided, that if there are any components of a Product occurs Proceeds in such Calendar Quarter that OPKO is unable to timely include in such quarterly report, then such amount shall be included and reconciled in the Shared Territory, Unum will financial report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. following Calendar Quarter. (ii) Within [***] Business Days forty-five (45) days after receipt of such reports, designated individuals from each Party (the “Finance Officers will Leads”) shall confer and agree upon in writing on whether a consolidated financial statement setting forth reconciliation payment is due from one Party to the Operating Profit or Operating Loss for such calendar quarter for such Product in other Party, and if so, the Shared Territory and calculating each Party’s share amount of such Operating Profit or Operating Lossreconciliation payment, so that the Parties share Proceeds in accordance with Section 7.3(a). Within [***] The Party to which a reconciliation payment is due shall send an invoice to the other Party once the Finance Leads have agreed on any such amount due, and the Party required to pay such reconciliation payment shall make such payment to the other Party within forty-five (45) days after receipt of the other Party’s such invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment will shall be paid in accordance with the foregoing timetable and the remaining, Parties will use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within ten (10) Business Days after the initiation of discussions regarding the disputed portion will amounts shall be paid referred to designated financial officers of each Party to attempt to resolve such matter good faith. If such financial officers cannot resolve such matter within [***] days ten (10) Business Days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed matter is referred to them (unless a longer period is agreed to by the other Party for sharing financial information Parties), then the dispute shall be resolved in order to permit each Party to close its books periodically in a timely manneraccordance with Section 14.10. For the avoidance of doubt, Proceeds shall be recorded, maintained, and calculated in accordance with Accounting Standards. Excluding reconciliation of any Shared Program Damages or Shared Program Recoveries, the final reconciliation of all Proceeds (positive or negative) will occur no cost later than six (6) months after the expiration of the Term. (iii) Notwithstanding the foregoing, and solely in relation to Proceeds incurred or expense accrued or deemed to be incurred or accrued (e.g., pursuant to Section 8.1(b)) following the Opt-Out Date, and except with respect to the final reconciliation payment, if Proceeds for a Calendar Quarter are less than zero dollars ($0), no reconciliation payment will be counted more than once owed from Entera to OPKO for that Calendar Quarter. Rather, any costs or expenses incurred or accrued in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one a Calendar Quarter which OPKO is not able to recover due to the application of the cost categories that comprise Development Costs and Joint Commercialization Costsprevious sentence will be carried forward to future Calendar Quarters if not fully taken in such Calendar Quarter until the amount of such reduction has been fully applied against payments due to Entera. If there is a negative Proceed balance at the end of the Term, Entera will pay OPKO such balance within ninety (90) days following the effective date of expiration or termination.

Calculation and Payment. (A) Within […***…] days Business Days after the end of the second (2nd) month of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Galapagos shall provide to Gilead a report in reasonable detail of any Costs of Goods Sold and Joint Commercialization Costs incurred by Galapagos in the last calendar month of the preceding quarter and the first two calendar months of the current quarter for each Licensed Product. The Galapagos Costs of Goods Sold and Joint Commercialization Costs so reported will be used for the calculation of the Operating Profits (Losses) in the Shared Territory. (B) Within […***…] Business Days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Unum will Gilead shall report to the finance officer designated by Galapagos and a finance officer designated by Gilead (the “Finance Officers”) its Net Sales, and each of Galapagos and Gilead shall report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs Cost of Goods Sold and Joint Commercialization Costs incurred by it in such calendar quarter for each Licensed Product. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs the Cost of Goods Sold and Joint Commercialization Costs, and, if requested by Unum Galapagos or SGIGilead, any invoices or other supporting documentation for any payments to a Third Party that individually exceed […***…] dollars or with respect to which documentation is otherwise reasonably requested will shall be promptly provided. Within . (C) The Finance Officers shall compare the Parties’ respective Joint Commercialization Costs against the Shared Territory Commercialization Budget prepared by Gilead and reviewed by the JCPT pursuant to Section 2.6(a), and provided (1) there are no cost overruns noted from such comparison that, in the aggregate for the then-current calendar year, are greater than […***…] percent ([…***…]%) of the applicable aggregate amounts in such Shared * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission. Territory Commercialization Budget, and (2) no costs are included on items not in the Shared Territory Commercialization Budget within […***…] Business Days after receipt of such reports, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Licensed Product in the Shared Territory based on the numbers reported by the Parties and calculating each Party’s share of such Operating Profit or Operating Loss. Within ; and (D) if there is a cost overrun by a Party noted from such comparison that, in the aggregate for the then-current calendar year, is greater than […***…] percent ([…***…]%) of the applicable aggregate amounts in such Budget or items not in the Shared Territory Commercialization Budget, the Finance Officers shall deduct any amounts in excess of such […***…] percent ([…***…]%) or related to items not in the Shared Territory Commercialization Budget, and thereafter until the end of the then-current calendar year shall not include any further overrun amounts in such Party’s share of the Joint Commercialization Cost. (E) Within […***…] days after receipt of the other Party’s invoicesuch […***…] Business Day conferral period, Unum Galapagos or SGIGilead, as applicable, will shall make a payment to SGI Gilead or Unum Galapagos respectively, as applicable, so that each of Unum Galapagos and SGI Gilead has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI Gilead and the Development Costs Cost of Goods Sold and Joint Commercialization Costs incurred by Unum Galapagos and SGI Gilead with respect to such Licensed Product in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within […***…] days after the date on which Unum Galapagos and SGIGilead, using good faith efforts, resolve the dispute. . (F) In addition, following the Effective Date, each Party will shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will shall be counted more than once in calculating Development Costs and the Cost of Goods Sold or Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and the Cost of Goods Sold or Joint Commercialization Costs.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. (i) Within [***] Business Days after receipt the end of each Calendar Quarter beginning with the Calendar Quarter in which the JCC approves the Commercialization Plan and Budget with respect to a Joint Product, each Party shall provide to the finance officer designated by the other Party (each, a “Finance Officer”) in reasonable detail its Net Sales and any Allowable Expenses incurred by or on behalf of such reports, Party; provided that Allowable Expenses incurred prior to the approval of the Commercialization Plan and Budget with respect to such Joint Product shall be deemed to have been incurred or received in the same Calendar Quarter of such approval. Any subsequent adjustments made to the figures reported by each Party pursuant to the foregoing sentence will be reflected in the next quarter’s profit share calculation and invoice. (ii) The Finance Officers will shall compare each Party’s Allowable Expenses against the budget for the applicable activities assigned to such Party in the Commercialization Plan and Budget and Medical Affairs Plan and Budget. The Finance Officers shall confer and agree upon in writing on a consolidated financial statement (the “Profit Payment Report”) setting forth the Operating Profit or Operating Loss for such calendar quarter Calendar Quarter for such each applicable Joint Product in the Shared Territory based on the numbers reported by the Parties and calculating each Party’s share of such Operating Profit or Operating Loss. Loss and the Quarterly Profit True-Up amount in accordance with this Section 9.11 and ARTICLE VI and any relevant terms set forth in the respective Co-Promotion Agreement(s), if any, within [***] Business Days after receipt of the reports from each Party. (iii) Within [***] days after receipt following delivery of the Profit Payment Report, the Party that is owed the Quarterly Profit True-Up payment based on the calculations in the Profit Payment Report shall invoice the other Party’s invoice, Unum or SGI, Party for the Quarterly Profit True-Up amount as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product set forth in such calendar quarter; provided, however, that in the event of any disagreement with respect to the calculation of Profit Payment Report. The Party receiving such payment, any undisputed portion of such payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within invoice shall pay it not later than [***] days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each receipt thereof. (iv) Each Party will shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will shall be counted more than once in calculating Development Costs and Joint Commercialization Coststhe Allowable Expenses for the Shared Territory, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Coststhe Allowable Expenses for the Shared Territory.

Calculation and Payment. Within [***] days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Unum will each Party shall report to a finance officer designated by BPM and a finance officer designated by Roche (the “Finance Officers Officers”) an estimate of its BPM Net Sales, and Unum and SGI will each report to the Finance Officers its Development Roche Net Sales, Joint Operational Costs and Joint Commercialization Costs Cost of Goods Sold incurred by it in such calendar quarter Calendar Quarter for each ProductLicensed Product in the Shared Territory. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such BPM Net Sales, Roche Net Sales and all expenses included in Development Joint Operational Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly providedCost of Goods Sold. Within [***] Business Days after receipt of such reportsreport, each Party shall update such report to reflect the final amount of its BPM Net Sales, Roche Net Sales, Joint Operational Costs and Cost of Goods Sold. Within [***] of receipt of such final report, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Gross Profit or Operating Loss for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating LossGross Profit. Within [***] days after receipt of the other Party’s invoiceconferral period, Unum BPM or SGIRoche, as applicable, will shall make a reconciliation payment to SGI Roche ​ ​ ​ or Unum BPM respectively, as applicable, so that each of Unum BPM and SGI Roche has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, Gross Profit after giving effect to the BPM Net Sales invoiced by SGI and BPM or the Development Costs and Roche Net Sales invoiced by Roche, as applicable, the Joint Commercialization Operational Costs incurred by Unum each Party, and SGI the Cost of Goods Sold incurred by BPM with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum BPM and SGIRoche, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance An example of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costsquarterly profit/loss calculation is attached as Appendix 8.4(b).

Calculation and Payment. (A) Within […***…] days Business Days after the end of each calendar quarter beginning with the calendar quarter in which the JSC approves the applicable Shared Territory Commercialization Plan and Budget, each Party shall provide to the other Party (using the form to be attached to the applicable Co-Commercialization Agreement) in reasonable detail of any Costs of Goods Sold for the Shared Territory, its Net Sales and any Joint Commercialization Costs incurred by such Party in such calendar quarter for each Licensed Product and Gilead Combination Product. Any subsequent adjustments made to the figures reported by each Party pursuant to the foregoing sentence will be reflected in the next quarter’s profit share calculation and invoice. (B) Within […***…] Business Days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Licensed Product or Gilead Combination Product occurs in the Shared Territory, Unum will Gilead shall report to the finance officer designated by Galapagos and the finance officer designated by Gilead (the “Finance Officers its Officers”) the Parties’ Net SalesSales in the Shared Territory, the Parties’ Cost of Goods Sold for the Shared Territory and Unum and SGI will each report to the Finance Officers its Development Costs and Parties’ Joint Commercialization Costs incurred by it in such calendar quarter for each Licensed Product or Gilead Combination Product. Each such report will shall specify in reasonable detail (1) for each country in the Shared Territory, the gross amount billed or invoiced for commercial sales of each Licensed Product or Gilead Combination Product, the Net Sales, and all deductions allowed in the calculation of such Net Sales and (2) all expenses included in Development Costs such Cost of Goods Sold and Joint Commercialization Costs, and, if . (C) If requested by Unum or SGIa Party, the other Party shall promptly provide any invoices or other supporting documentation for any payments to a Third Party that individually exceed […***…] dollars or with respect to which documentation is otherwise reasonably requested will requested. Each report prepared in accordance with this Section shall be promptly provided. Within [***] Business Days after receipt of such reports, prepared using the form to be attached to the applicable Co-Commercialization Agreement. (D) The Finance Officers will shall compare each Party’s Joint Commercialization Costs against the budget for the applicable activities assigned to such Party in the Shared Territory Commercialization Plan and Budget. The Finance Officers shall confer and and, subject to Section 8.9(a)(ii)(E), agree upon in writing on a consolidated financial statement setting forth the Operating Profit or Operating Loss for such calendar quarter for such Licensed Product or Gilead Combination Product in the Shared Territory based on the numbers reported by the Parties and calculating each Party’s share of such Operating Profit or Operating Loss. Within Loss within […***…] days Business Days after receipt of the consolidated report from Gilead. (E) Notwithstanding the foregoing, if there is a cost overrun by a Party that, in the aggregate for the then-current calendar year, is greater than […***…] percent ([…***…]%) of the aggregate amounts budgeted for such Party’s activities for the calendar quarter in the Shared Territory Commercialization Plan and Budget, or the reports contain items not in the Shared Territory Commercialization Plan and Budget, the Finance Officers shall deduct any amounts in excess of such […***…] percent ([…***…]%) or related to items not in the Shared Territory Commercialization Plan and Budget (such that the incurring Party bears the excess), and thereafter until the end of the then-current calendar year shall not include any further overrun amounts in such Party’s share of the Joint Commercialization Costs. (1) If a Party reasonably believes that it will exceed its budgeted Joint Commercialization Costs, it shall promptly notify the other Party’s invoice. The Parties shall use Commercially Reasonable Efforts, Unum as appropriate, to mitigate any cost overrun. (2) The foregoing shall be without limitation to the Parties’ other rights and remedies. (F) Within […***…] days after the Operating Profit or SGIOperating Loss are finally determined, (i) Galapagos or Gilead, as applicable, will shall make a payment to SGI Gilead or Unum Galapagos respectively, as applicable, so that each of Unum Galapagos and SGI Gilead has been compensated for its respective share of such Operating Profits, Profits or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product Loss in such calendar quarter, and (ii) the Party to receive any such payment shall invoice the other Party for such amounts, provided that, where applicable, any such invoices shall be separated into one invoice covering all jurisdictions for which the paying Party is the Co-Commercialization Selling Party and one invoice covering all jurisdictions for which the paying Party is the Co-Commercialization Non-Selling Party; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within […***…] days after the date on which Unum Galapagos and SGIGilead, using good faith efforts, resolve the dispute. . (G) In addition, following the Amendment Effective Date, each Party will shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will shall be counted more than once in calculating Development Costs and the Cost of Goods Sold for the Shared Territory or Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and the Cost of Goods Sold for the Shared Territory or Joint Commercialization Costs.

Calculation and Payment. Within [***] days after the end of each calendar quarter Calendar Quarter beginning with the calendar quarter Calendar Quarter in which the First Commercial Sale of a Licensed Product occurs in the Shared Territory, Unum will each Party shall report to a finance officer designated by Arvinas and a finance officer designated by Pfizer (the “Finance Officers Officers”) an estimate of its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs incurred by it in such calendar quarter Calendar Quarter for each Productthe Licensed Product in the Shared Territory. Each such report will shall specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within [**] following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of its Net Sales, Manufacturing Costs, Joint Commercialization Costs and Joint Medical Affairs Costs. Within [**] Business Days after of receipt of such reportsfinal report, the Finance Officers will shall confer and agree upon in writing a consolidated financial statement setting forth the Operating Profit Net Profits or Operating Loss Losses for such calendar quarter Calendar Quarter for such Licensed Product in the Shared Territory and calculating each Party’s share of such Operating Profit Net Profits or Operating LossLosses. Within [**] after such [**] days after receipt of the other Party’s invoiceconferral period, Unum Arvinas or SGIPfizer, as applicable, will shall make a reconciliation payment to SGI Arvinas or Unum Pfizer respectively, as applicable, so that each of Unum Arvinas and SGI Pfizer has been compensated for its respective share of such Operating ProfitsNet Profits or Losses incurred by each Party, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Manufacturing Costs, Joint Commercialization Costs and Joint Commercialization Medical Affairs Costs incurred by Unum and SGI each Party with respect to such Licensed Product in such calendar quarterCalendar Quarter; provided, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum Arvinas and SGIPfizer, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs.

Calculation and Payment. Within [***] days after the end of each calendar quarter beginning with the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect to which documentation is otherwise reasonably requested will be promptly provided. (i) Within [***] Business Days after receipt the end of each Calendar Quarter, each Party shall provide to the other Party a report in reasonable detail of any Research and Development Costs incurred by such Party in such Calendar Quarter for each Joint Program, and for any Tail Period Clinical Trials. Such Research and Development Costs so reported shall be used for the calculation of the 50/50 split for the Research and Development Costs (and for clarity, any adjustments made to such reported amounts shall be taken in the Calendar Quarter in which such adjustments are recorded). (ii) Within [***] Business Days following the Parties’ exchange of the Research and Development Costs reports pursuant to Section 9.10(b)(i), Gilead shall provide Arcus an R&D Payment Report (in electronic form) in respect of such reportsCalendar Quarter, combining the Finance Officers will confer information reported by each Party pursuant to this Section 9.10(b) and agree upon in writing a consolidated financial statement setting forth showing its calculations of the Operating Profit amount of the Quarterly R&D True-Up payment or Operating Loss any other payments to be made by the Parties hereunder for such calendar quarter for such Product Calendar Quarter as contemplated in the Shared Territory this Section 9.10 and calculating each Party’s share of such Operating Profit or Operating Loss. Section 9.12. (iii) Within [***] days after receipt following delivery of the R&D Payment Report, the Party that is owed the Quarterly R&D True-Up payment based on the calculations in the R&D Payment Report shall invoice the other Party’s invoice, Unum or SGI, Party for the Quarterly R&D True-Up amount as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product set forth in such calendar quarterR&D Payment Report. The Party receiving such invoice shall pay it not later than [***] days following receipt thereof; providedprovided that, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum Arcus and SGIGilead, using reasonable, good faith efforts, resolve the dispute. In addition, following . (iv) The Parties will further work together and reasonably take into account the Effective Date, each Party will consider in good faith other reasonable procedures proposed by internal and external reporting requirements and timelines of the other Party (A) when preparing reports pursuant to this ARTICLE IX to the other Party, (B) when aligning the respective R&D Plan and Budget, Commercialization Plan and Budget, Global Manufacturing Plan and Budget and Medical Affairs Plan and Budget for sharing financial information in order to permit each Optioned Program and Third Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Development Costs License Payments and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs(C) during any other planning-related exercise.

Calculation and Payment. (i) Within [***] days Business Days after the end of each calendar quarter beginning with Calendar Quarter, Gilead shall provide to Assembly a statement setting forth good faith estimates of the calendar quarter in which the First Commercial Sale of a Product occurs in the Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization R&D Costs incurred by it in such calendar quarter Gilead or its Affiliates for each Product. Each such report will specify Profit-Share Program, in reasonable detail all deductions allowed each case, reported in the calculation of such Net Sales and all expenses included Dollars as determined in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or accordance with respect to which documentation is otherwise reasonably requested will be promptly providedSection 12.15. Within [***] Business Days after receipt the end of each Calendar Quarter, Gilead shall provide to Assembly an R&D Payment Report (in electronic form) in respect of such reportsCalendar Quarter, showing the Finance Officers will confer R&D Costs incurred by Gilead or its Affiliates for each Profit-Share Program, and agree upon in writing a consolidated financial statement setting forth for any then-ongoing Clinical Trials being conducted with respect to the Operating Profit Optioned Programs until the completion of such Clinical Trials. In such report Gilead shall show its calculations of the amount of the Quarterly R&D Payment or Operating Loss any other payments to be made by the Parties hereunder for such calendar quarter for such Product Calendar Quarter as contemplated in the Shared Territory and calculating each Party’s share of such Operating Profit or Operating Loss. this Section 12.11. (ii) Within [***] days after receipt following delivery of the other Party’s invoiceR&D Payment Report, Unum or SGI, Gilead shall invoice Assembly for the Quarterly R&D Payment amount as applicable, will make a payment to SGI or Unum respectively, as applicable, so that each of Unum and SGI has been compensated for its respective share of such Operating Profits, or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product set forth in such calendar quarterR&D Payment Report. Assembly shall pay it not later than [***] days following receipt thereof; providedprovided that, however, that in the event of any disagreement with respect to the calculation of such payment, any undisputed portion of such payment will shall be paid in accordance with the foregoing timetable and the remaining, disputed portion will shall be paid within [***] days after the date on which Unum Assembly and SGIGilead, using reasonable, good faith efforts, resolve the dispute. In addition. (iii) If Gilead elects to use or uses, in performing Research and Development under an Optioned Program, any data, information or materials generated by or on behalf of Assembly or any of its Affiliates in performing Assembly At-Risk Activities: (A) in the case of an Optioned Program that is a Profit-Share Program, the applicable R&D Payment Report and corresponding Quarterly R&D Payment amount shall be adjusted to account for Gilead’s [***] share of the R&D Costs incurred by or on behalf of Assembly or its Affiliates in performing such Assembly At-Risk Activities, provided that Assembly provides Gilead with a report of such R&D Costs (in electronic form) within [***] Business Days after the end of the applicable Calendar Quarter in which such R&D Costs were incurred and (B) in the case of an Optioned Program that is not a Profit-Share Program, Gilead shall [***] for such R&D Costs within [***] days following receipt of a report of such R&D Costs (in electronic form) and an invoice therefor. (iv) The Parties will further work together and reasonably take into account the Effective Date, each Party will consider in good faith other reasonable procedures proposed by internal and external reporting requirements and timelines of the other Party for sharing financial information in order (A) when preparing reports pursuant to permit each Party this ARTICLE XI to close its books periodically in a timely manner. For the avoidance of doubtother Party, no cost or expense will be counted more than once in calculating Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Development Costs and Joint Commercialization Costs(B) during any other planning-related exercise.

Calculation and Payment. (i) Within [***] days after ], Novartis’ Finance Lead shall submit to Licensor’s Finance Lead a report setting forth Novartis’ Net Sales (if any) and the end of Shared Commercialization Costs, in each calendar quarter beginning case, as reported, incurred, or accrued, with the calendar quarter in which the First Commercial Sale of a respect to each Licensed Product occurs sold in the Profit-Sharing Territory during [***]; provided that, if there are any Net Sales or Shared Territory, Unum will report to the Finance Officers its Net Sales, and Unum and SGI will each report to the Finance Officers its Development Costs and Joint Commercialization Costs incurred by it or accrued in such calendar quarter for each Product. Each such report will specify in reasonable detail all deductions allowed in the calculation of such Net Sales and all expenses included in Development Costs and Joint Commercialization Costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed [***] or with respect that Novartis is unable to which documentation is otherwise timely include in such financial report, then such amount shall be included and reconciled in the financial report in the following [***]. Each such report shall specify in reasonable detail costs incurred and shall include reasonably requested will be promptly provideddetailed supporting information. Within [***] Business Days after receipt of such reports, the Finance Officers will Leads from both Parties shall confer and agree upon in writing on whether a consolidated financial statement setting forth reconciliation payment is due from Licensor to Novartis or from Novartis to Licensor, and if so, the Operating Profit or Operating Loss for such calendar quarter for such Product in the Shared Territory and calculating each Party’s share amount of such Operating Profit or Operating Loss. Within [***] days after receipt of the other Party’s invoice, Unum or SGI, as applicable, will make a payment to SGI or Unum respectively, as applicablereconciliation payment, so that each the Parties share Net Profits or Losses in accordance with Section 9.3(a) (Share of Unum and SGI has been compensated for its respective share of such Operating Profits, Net Profits or has borne its respective share of such Operating Loss, as applicable, after giving effect to the Net Sales invoiced by SGI and the Development Costs and Joint Commercialization Costs incurred by Unum and SGI with respect to such Product in such calendar quarter; provided, however, that in Losses). In the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment will shall be paid in accordance with the foregoing timetable Section 9.3(c)(ii) (Calculation and Payment) or Section 9.3(c)(iii) (Calculation and Payment), as applicable, and the remaining, disputed portion Parties will be paid use good faith efforts to resolve the dispute. Any such dispute that has not been resolved within [***] days after the initiation of discussions regarding the disputed amounts shall be referred to the Finance Officers for resolution and the Finance Officers will attempt to resolve the matter in good faith. If the Finance Officers fail to resolve such matter within [***] after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, following matter is referred to the Effective Date, each Party will consider in good faith other reasonable procedures proposed Finance Officers (unless a longer period is agreed to by the other Party for sharing financial information Parties), then the disputed amounts shall be resolved in order to permit each Party to close its books periodically in a timely manneraccordance with Section 16.7 (Dispute Resolution). For the avoidance of doubt, (i) no cost or expense will shall be counted more than once [***] in calculating Development Costs and Joint Commercialization CostsNet Profits or Losses, even if such cost or expense falls into more than one [***] of the cost categories that comprise Development Net Profits or Losses, and (ii) Net Profits or Losses shall be recorded, maintained and calculated in accordance with Accounting Standards. For clarity, excluding reconciliation of any [***], the final reconciliation of any other Net Profits or Losses will occur no later [***] after the expiration of the Profit-Sharing Term. (ii) If the Shared Commercialization Costs exceed the Net Sales in [***], then Novartis shall send an invoice to Licensor for a reconciliation payment once the Finance Leads have agreed on any such amount due, and Joint Licensor shall make such reconciliation payment to Novartis within [***] after receipt of such invoice. (iii) If the Net Sales exceed the Shared Commercialization CostsCosts in [***], then Licensor shall send an Invoice to Novartis for a reconciliation payment once the Finance Leads have agreed on any such amount due, and Novartis shall make such reconciliation payment to Licensor within [***] after receipt of such Invoice.