Common use of Statements and Payment Clause in Contracts

Statements and Payment. MELINTA shall deliver to WAKUNAGA, within forty (40) days after the end of each calendar quarter, the report setting forth for such calendar quarter the following information for the Products: (i) the Net Sales and, if applicable, Menarini Country Income of such Products on a country-by-country basis; (ii) the basis for any adjustments to the running royalties due to WAKUNAGA on account of the Net Sales of such Products in any country; (iii) the running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA on account of the Net Sales of such Products; and (iv) the exchange rates used in calculating any of the foregoing. The total running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA in respect of such calendar quarter, less the amount payable to AbbVie as provided below, shall be remitted at the time such report is made. MELINTA shall make all payments due to WAKUNAGA hereunder by telegraphic transfer in U.S. dollars to the credit of such bank account as WAKUNAGA shall designate to MELINTA in writing at least ten (10) days in advance of any payment. WAKUNAGA acknowledges and agrees that [***] of the running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA hereunder are payable to AbbVie pursuant to the Abbott Agreement and hereby authorizes that such payments be paid directly by MELINTA to AbbVie pursuant to a direction letter from AbbVie, by telegraphic transfer in U.S. dollars to the credit of such bank account as AbbVie shall designate to MELINTA in such direction letter at least ten (10) days in advance of any such payment. WAKUNAGA further acknowledges and agrees that, upon MELINTA’s payment of such amount to AbbVie in accordance with such direction letter from AbbVie, MELINTA shall have no further obligation to WAKUNAGA for such amount hereunder and shall be released from any and all liability or other obligation hereunder with respect thereto.

Statements and Payment. MELINTA UPFUELS shall deliver to WAKUNAGAmake payment and shall provide UPR with a written and an electronically transmitted statement by not later than the 25th Day of the Month for Subject NGLs delivered during the preceding Month, within forty provided statements from third party plant operators are received by the tenth (4010th) days after Day following the end of each calendar quarterthe Month (it being understood that if such statements are received after such tenth (10th) Day, the report setting forth for such calendar quarter the following information UPFUELS shall pay UPR for the Products: relevant Month based on estimates, which shall be promptly adjusted in subsequent Months to reflect actual sales). Such statement shall set forth (ia) the Net Sales andquantities and Components of Subject NGLs delivered at each Delivery Point (with such quantities to be based on plant settlement volumes, if where applicable), Menarini Country Income of such Products on a country-by-country basis; (iib) the basis for prices applicable to such Subject NGLs, as provided herein, at each Delivery Point, (c) any adjustments Transportation Costs, Pipeline Transportation Costs, T&F Costs, Marketing Fees, or Incentive Amounts retained by UPFUELS pursuant to the running royalties Section 6.5, each of which categories shall be described in reasonable detail, (d) any amounts due to WAKUNAGA on account of the Net Sales of such Products in any country; (iii) the running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA on account of the Net Sales of such Products; and (iv) the exchange rates used in calculating any of the foregoing. The total running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA in respect of volume deficiencies under the Transportation Contracts for which UPR is liable pursuant to Section 3.6, together with copies of invoices and other supporting documentation of such calendar quarteramounts reasonably satisfactory to UPR, less and (e) such other information and detail as may be mutually agreeable to the amount payable to AbbVie as provided below, Parties and such payment shall be remitted by wire transfer of immediately available funds into an account designated by UPR. Any amounts due from UPR hereunder in respect of volume deficiencies under the Transportation Contracts shall be paid within 15 Days of UPR's receipt of UPFUELS' statement, or UPFUELS, at its discretion, may set off such amounts against amounts due hereunder, subject in all respects to UPR's rights to dispute the time such report is made. MELINTA shall make all payments due to WAKUNAGA hereunder by telegraphic transfer in U.S. dollars to the credit amount of such bank account as WAKUNAGA shall designate to MELINTA in writing at least ten (10) days in advance of any payment. WAKUNAGA acknowledges and agrees that [***] of the running royalties and portion, if applicable, of Menarini Country Income due to WAKUNAGA hereunder are payable to AbbVie set off pursuant to Section 7.2. If the Abbott Agreement and hereby authorizes that such payments be paid directly by MELINTA to AbbVie pursuant to Day on which payment is due hereunder does not fall on a direction letter from AbbVieBusiness Day, by telegraphic transfer in U.S. dollars to the credit of such bank account as AbbVie shall designate to MELINTA in such direction letter at least ten (10) days in advance of any such payment. WAKUNAGA further acknowledges and agrees that, upon MELINTA’s then UPFUELS' payment of such amount to AbbVie in accordance with such direction letter from AbbVie, MELINTA shall have no further obligation to WAKUNAGA for such amount hereunder and shall be released from any and all liability or other obligation hereunder with respect theretodue on the preceding Business Day.