Common use of Royalty Statements and Payments Clause in Contracts

Royalty Statements and Payments. Within […***…] of the end of each Calendar Quarter, AMAG shall deliver to Palatin a report setting forth the following information for such Calendar Quarter, on a Product-by-Product, country-by-country and Territory-wide basis: (a) gross sales of each Product, (b) Net Sales of each Product, (c) deductions taken from gross sales (by category as set forth in the definition of Net Sales) to arrive at the Net Sales calculation, (d) the basis for any adjustments to the royalty payable for the sale of any such Product and (e) the royalty due hereunder for the sale of each such Product. No such reports shall be due for any such Product (i) before the First Commercial Sale of such Product or (ii) after the Royalty Term for such Product has expired in all countries in the Territory. The total royalty due for the sale of all such Products during such Calendar Quarter shall be remitted within […***…] following the delivery of such report. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED.

Royalty Statements and Payments. Within […***…] of after the end of each Calendar QuarterQuarter [***], AMAG Wyeth shall deliver to Palatin ADLS a report setting forth the following information for such Calendar QuarterQuarter the following information, on a Product-by-Product, country-by-country and Territory-wide basis: (a) gross sales of each Product, (b) the Net Sales of each ProductProduct in each country, (c) deductions taken from gross sales (by category as set forth in the definition of Net Sales) to arrive at the Net Sales calculation, (db) the basis for any adjustments to the royalty payable for the sale of any such Product and each Product, (ec) the royalty due hereunder for the sale of each such Product. No such reports shall be Product and the resulting total royalty due for the sale of all Products during such Calendar Quarter, in each case prior to the application of the provisions of this Section 5.4.2, (d) the transfer price (determined as provided in [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission Exhibit 4.9.1 attached hereto) paid by Wyeth to ADLS for the supply of Products under the Supply Agreement during such Calendar Quarter and any Wyeth Manufacturing Cost incurred during such Product Calendar Quarter, (ie) before [***] and (f) the First Commercial Sale withholding taxes, if any, required by law to be deducted in respect of such Product or (ii) the royalties payable to ADLS after giving effect to the Royalty Term for such Product has expired in all countries in the Territoryprovisions of this Section 5.4.2. The total royalty due for the sale of all such Products during such any Calendar Quarter shall be remitted within reduced by […***…] following ]. No report shall be required with respect to any Calendar Quarter in which both (x) there are no Net Sales of Products in the delivery Territory and (y) there is no transfer price paid or payable by Wyeth to ADLS for the supply of Products under the Supply Agreement or Wyeth Manufacturing Cost incurred by Wyeth. The royalty due for the sale of Products during any Calendar Quarter, determined in accordance with this Section 5.4.2, shall be remitted at the time the royalty report for such report. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDEDCalendar Quarter is delivered.