|ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017|
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
a result of such reconciliation, Ono has overpaid Array for the full Fiscal Year, Ono shall be entitled to credit such overpaid amounts against future royalties due hereunder, provided that Array shall remit any such overpaid amounts that remain uncredited as of the termination of this Agreement within fifteen (15) days after such termination takes effect.
(d) Royalty Reports. Within forty five (45) days after the end of each calendar quarter, commencing with the calendar quarter in which the First Commercial Sale occurs, Ono shall deliver to Array a report (each, a “Royalty Report”) setting out all details necessary to calculate the payments due under this Section 6.3, including:
(i) gross sales of the Product in the Ono Territory in the relevant calendar quarter on a country-by-country basis;
(ii) Net Sales in the relevant calendar quarter on a country-by-country basis;
(iii) all relevant exchange rate conversions in accordance with Section 7.2;
(iv) all deductions in total in accordance with Sections 1.48 and 6.5; and
(v) the amount of any payment due from Ono to Array, calculated in accordance with this Article 6.
Simultaneously with the delivery of each such report, Ono shall pay to Array the total amounts due under Section 6.3 for the period covered by such report subject to Ono’s receipt of taxation documents.
6.4 Reduction for Generic Competition.
(a) Initial Royalty Term. During the Initial Royalty Term for a Product in a particular country of the Ono Territory, the royalty rate applicable to such Product in such country under Section 6.3(a) (i) above is subject to reduction in certain events, based on the level of competition from Generic Versions of such Product in such country as follows. During the Initial Royalty Term for a Product in a country:
(i) If Generic Market Share with respect to such Product in such country equals or exceeds [ * ], then for so long as such Generic Market Share with respect to such Product equals or exceeds [ * ] in such country, the royalty rate under Section 6.3(a) (i) applicable to the Annual Net Sales of such Product in such country shall be adjusted to [ * ].
(i) It is understood that the adjustment in this Section 6.4(a) shall apply to a particular Product in a particular country only during the Initial Royalty Term for such Product in