Common use of Payment and Reports Clause in Contracts

Payment and Reports. 6.1 All dollar ($) amounts referred to in this Agreement are expressed in U.S. dollars. All payments to IURTC are non-refundable and, except as provided in Paragraph 5.3, non-creditable, may not be placed in escrow, and will be made in U.S. dollars by check or electronic transfer (without deduction of any transfer fees) payable solely to “Indiana University Research and Technology Corporation.” 6.1.1 Checks will be sent to: Indiana University Research and Technology Corporation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The IURTC Agreement Number [***] and purpose of the payment will be included with the check. 6.1.2 Wire transfer payments will be sent to: [***] The IURTC Agreement Number [***] and purpose of the payment will be included with the wire transfer information. Spotlight will add wire transfer fees to the payment. 6.1.3 Any amounts due in currency other than U.S. dollars will be converted to U.S. dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the U.S. of the applicable payment period. 6.2 Spotlight will deliver to IURTC, with each payment made under Paragraph 6.1, a written report describing the purpose of the payment and setting forth the calculation of the payment being made to IURTC, including without limitation the following: 6.2.1 For payments under Paragraph 5.2, calculations of payments due by Spotlight, by each Affiliate extended rights under Paragraph 3.2, and by each Sublicensee on a Licensed Product-by-Licensed Product and country-by-country basis: the number of Licensed Products Sold; gross receipts for Sales; deductions as described in Paragraph 2.6, giving totals by each type; and calculation of Net Sales; 6.2.2 For payments under Paragraphs 5.2, 5.4, and 5.5, the serial numbers of the patent applications and patents of the Patent Rights that may cover each Licensed Product; 6.2.3 For payments under Paragraphs 5.2, 5.4, and 5.5, a description and list of amounts credited against the maintenance fee; and 6.2.4 For payments under Paragraph 5.4, the name of the Sublicensee paying the Sublicensing Revenue. 6.3 Spotlight will maintain complete, continuous, and accurate books of account and records sufficient to enable IURTC’s independent auditor to verify the amounts paid under this Agreement, and for otherwise verifying its and Affiliates’ granted rights under Paragraph 3.2 and Sublicensees’ performance hereunder and compliance herewith. The books and records will be maintained for at least three (3) years following the quarter after submission of the reports required by this Article. Upon reasonable notice by IURTC and during normal business hours, Spotlight will give IURTC (or auditors or inspectors appointed by and representing IURTC) access to all books and records, including without limitation for Sales of Licensed Products, to conduct at IURTC’s expense an audit or review of those books and records. This access will be available at least once every calendar year during the Term and for the three (3) calendar years thereafter. Any underpayment will be promptly paid, with interest as set forth in Paragraph 6.4, to IURTC. Any overpayment will be granted to Spotlight solely and exclusively as a credit against future payment. If the audit or review reflects an underpayment or overpayment by five percent (5%) or more for any calendar quarter, then Spotlight will promptly reimburse IURTC for the costs and expenses of the accountants and auditors in connection with the review and audit. 6.4 All payments not paid by Spotlight to IURTC when due will accrue interest, from the due date until payment is received by IURTC, at an annual rate equal to two percent (2%) above the prime rate published in the Eastern edition of The Wall Street Journal at the beginning of the period of arrearage (or the maximum allowed by law, if less). In the event of default in payment, collection agency’s fees of the delinquent balance and out-of-pocket attorney fees plus any applicable court costs will be added to the amount due to IURTC. Spotlight will reimburse IURTC within fifteen (15) days of each invoice for all such costs. 6.5 Any taxes required to be withheld by Spotlight from payments due under Article 5 to comply with the tax laws of the U.S. or any other country will be promptly paid by Spotlight to the appropriate tax authorities, and Spotlight will furnish IURTC with original tax receipts or other appropriate evidence issued by the appropriate tax authorities sufficient to enable IURTC to support a claim for income tax credit or refund in respect to any sum so withheld.