Royalties Paid Quarterly. Within calendar days following the end of each Calendar Quarter, following the First Commercial Sale of a Licensed Product, Licensee shall furnish to Merck a written report for the Calendar Quarter showing the Net Sales of Licensed Product sold by Licensee, its Affiliates and its sublicensees in the Territory during such Calendar Quarter and the royalties payable under this Agreement for such Calendar Quarter. Such written report shall include the gross sales of Licensed Product on a country-by-country basis, an itemized calculation of any deductions taken from such gross sales to arrive at Net Sales for the applicable Calendar Quarter and the calculation of the amount of royalty payment due on such Net Sales. Simultaneously with the submission of the written report, Licensee shall pay to Merck, for the account of Licensee or the applicable Affiliate or sublicensee, as the case may be, a sum equal to the aggregate royalty due for such Calendar Quarter calculated in accordance with this Agreement.
Additional Provisions Regarding Royalties. For purposes of determining Zai Labs royalty payment obligations under [Section 4.3], all Products will be treated as the same Product. Royalties when owed or paid hereunder will be non-refundable and non-creditable and not subject to set-off. Notwithstanding the definition of Product, in the event that Zai Lab or its Affiliates sells Product to a Third Party, the royalty obligations of this [Section 4.3] shall be applicable to such sales of Product in the Territory.
If determined that additional Royalties are owed, or that Royalties were overpaid, during such period, ACADIA will pay Neuren the additional Royalties, or Neuren will pay ACADIA the overpaid Royalties within [……] days of the date the Independent Auditor’s written report is received by the parties.
Credit for Third Party Royalties. If Assignee or a Licensee is required to obtain a license under patent rights of a Third Party in order to manufacture, use, sell or import a Product, [ ] of the royalties actually paid to such Third Party shall be creditable, on a country-by-country basis, against the royalties on Net Sales due by Assignee to Assignor provided, however, that in no event shall the amounts owed by Assignee to Assignor with respect to Net Sales in a country be reduced by more than [ ]. Furthermore, the Minimum Annual Royalty payable under [Section 3.3] will not be affected by anything in this Section.
Royalties: all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.
Sub-Licensee royalties
The fees charged by an Independent Auditor will be paid by Neuren unless any additional Royalties owed to Neuren exceed [……]% of the Royalties paid for the period subject to the audit, in which case ACADIA will pay the fees of the accounting firm.
provincial or federal royalties due and payable on production, if any.
Third Party Royalties shall have the meaning set forth in [Section 5.5.2].
Overpayments. If, after conducting an audit pursuant to [Section 4.6.2], the applicable accounting firm concludes that Licensee has overpaid royalties or other payments to Axsome, then Axsome, within ten (10) Business Days of the date Axsome receives such accountant’s written report, will refund to Licensee the excess royalties or other payments.
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