Common use of Payment General Clause in Contracts

Payment General. 13.1 Nycomed shall prepare a statement in respect of each Quarter which shall show for the Quarter in question the aggregate Net Sales. Such statement shall be submitted to KSB within 30 days of the end of the Quarter to which it relates together with remittance for the Royalties in respect of such Quarter. Upon receipt of such statement and payment KSB shall invoice Nycomed for the sums paid. 13.2 Nycomed shall during the Term keep true and accurate records of all Net Sales and books of account containing all the data necessary for the calculation of Royalties and other payments due under this Agreement. Such records and books of account shall, on reasonable notice having been given by KSB, be open during normal working hours on any Business Day for inspection by KSB or its duly authorised representative. In the event that any such inspection reveals an underpayment of Royalties in excess of 5%, the cost of such inspection shall be borne by Nycomed and Nycomed shall pay such underpayment promptly upon receipt of an invoice in respect of the same, together with interest in accordance with Clause 13.3. 13.3 Without prejudice to KSB’s rights of termination under Clause 18 of this Agreement, if any Royalty or any part thereof is overdue Nycomed shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) at two per cent above LIBOR, such interest to run from the date upon which payment of such sum became due until payment thereof in full together with such interest by Nycomed (whether before or after any judgement). 13.4 All sums due to either party under this Agreement: 13.4.1 are, unless otherwise expressly stated, exclusive of any Value Added Tax or equivalent sales tax which shall be payable (if applicable) on submission by the recipient of valid Value Added Tax invoices in respect thereof; and 13.4.2 shall be paid in full without deduction of withholding taxes, charges and other duties except insofar as the recipient shall be capable of obtaining a full credit therefor. The parties agree to co-operate in all respects necessary to take advantage of such double taxation agreements as may be available. 13.5 All Milestones shall be paid in United States Dollars. All Royalties or other sums (excluding Milestones) payable under this Agreement shall be paid in Euros. Where any Royalties or other sums falling due in any period covered by the written statements referred to in Clause 13.1 are calculated in a currency other than Euros, they shall be converted into Euros by reference to: 13.5.1 the exchange rate applying when the monies are actually converted into Euros if this occurs during the period covered by the written statement referred to in Clause 13.1; or 13.5.2 in the event the monies are not actually converted into Euros, the exchange rate of European Central Bank in Frankfurt, Germany on the last day of the Quarter covered by the written statement referred to in Clause 13.1; and 13.5.3 in respect of the Costs paid by Nycomed under Clause 2.5, such US dollar amounts shall be converted into Euro as at the date upon which the payment under Clause 2.5 is due or the sum under Clause 2.5 is calculated.

Payment General. 13.1 Nycomed 12.1 SOSEI shall following the first Launch Date prepare a statement in respect of each Quarter which shall show for the Quarter in question the aggregate Net Sales. Such statement shall be submitted to KSB within 30 60 (sixty) days of the end of the Quarter to which it relates together with remittance for the Royalties in respect of such Quarter. Upon receipt of such statement and payment KSB shall invoice Nycomed for the sums paid. 13.2 Nycomed 12.2 SOSEI shall during the Term term of this Agreement following the first Launch Date keep true and accurate records of all Net Sales and books of account containing all the data necessary for the calculation of the Royalties and other payments due under this Agreement. Such records and books of account shall, on reasonable prior written notice having been given by KSB, be open during normal working hours on any Business Day for inspection by KSB a public accounting firm of KSB’s own selection, except one to which SOSEI or its duly authorised representativeAffiliate or Sub-licensee may have reasonable objection, not more often than once each Year, for not more than 3 (three) previous Years. In KSB may exercise such right until the event that any such inspection reveals an underpayment end of Royalties in excess 1 (one) year after termination or expiration of 5%, the this Agreement. The cost of such inspection shall be borne by Nycomed and Nycomed KSB and, if such inspection reveals an underpayment of the Royalties, SOSEI shall pay such underpayment promptly Promptly upon receipt of an invoice in respect of the same, together with interest in accordance with Clause 13.312.3. Said public accounting firm shall treat confidential, and shall not disclose to KSB, any information other than information which shall be given to KSB pursuant to any provision of this Agreement. 13.3 12.3 Without prejudice to KSB’s rights of termination under Clause 18 16 of this Agreement, if any Royalty or milestone payment under Clause 11.1 or any part thereof is overdue Nycomed SOSEI shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) at two per cent 3 % (three percent) above LIBOR, such interest to run from the date upon which payment of such sum became due until payment thereof in full together with such interest by Nycomed SOSEI (whether before or after any judgement). 13.4 12.4 All sums due to either party KSB under this Agreement: 13.4.1 12.4.1 are, unless otherwise expressly stated, exclusive of any Value Added Tax or equivalent sales tax which shall be payable (if applicable) on submission by the recipient KSB of valid Value Added Tax invoices in respect thereof; and 13.4.2 12.4.2 shall be paid in full without deduction of withholding taxes, charges and other duties except insofar as the recipient KSB shall be capable of obtaining a full credit therefor. The parties agree to co-operate in all respects necessary to take advantage of such double taxation agreements as may be available. 13.5 All Milestones shall be paid in United States Dollars. 12.5 All Royalties or other sums (excluding Milestones) payable under this Agreement shall be paid in EurosUnited States Dollars (“US$”). Where any Royalties or other sums falling due in any period covered by the written statements referred to in Clause 13.1 12.1 are calculated in a currency other than EurosUS$, they shall be converted into Euros US$ by reference to: 13.5.1 12.5.1 the exchange rate applying when the monies are actually converted into Euros US$ if this occurs during the period covered by the written statement referred to in Clause 13.112.1; or 13.5.2 12.5.2 in the event the monies are not actually converted into EurosUS$, the exchange rate of European Central Barclays Bank plc ruling in Frankfurt, Germany London on the last day of the Quarter covered by the written statement referred to in Clause 13.1; and 13.5.3 in respect of the Costs paid by Nycomed under Clause 2.5, such US dollar amounts shall be converted into Euro as at the date upon which the payment under Clause 2.5 is due or the sum under Clause 2.5 is calculated12.1.