Reports Records and Payments Sample Clauses

Reports Records and Payments. 4.1 After First Commercial Sale of each Product anywhere in the Territory, Licensee shall submit to Licensor quarterly royalty reports for each Product on or before 45 days after the end of each calendar quarter ending March 31, June 30 and September 30 and 75 days after the end of last quarter of each year. Each royalty report shall cover Licensee’s most recently completed calendar quarter and shall show the gross sales, itemized deductions as provided in Paragraph 1.14, and Net Sales of each Product during the most recently completed calendar quarter and the royalties, in USD, payable with respect thereto. Each such report shall be accompanied by a payment equal to the total royalties or Commercial Milestones owed by Licensee with respect to such previous calendar quarter in accordance with the terms of section 3. 4.2 Licensee shall keep accurate and correct records of all Products sold. Such records shall be retained by Licensee for at least 5 (five) years following a given reporting period. 4.3 All relevant records shall be available during normal business hours for inspection at the expense of Licensor by a certified public accountant selected by Licensor and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments. Such inspections shall occur no more than once per calendar year and Licensor shall provide at least thirty (30) days written notice prior to such an inspection. Such inspector shall not disclose to Licensor any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Licensee shall pay the cost of the audit as well as any additional sum that would have been payable to Licensor had the Licensee reported correctly, plus an interest charge at a rate of LIBOR [***]. Such interest shall be calculated from the date the correct payment was due to Licensor up to the date when such payment is actually made by Licensee. For an underpayment not in excess of five percent (5%) for any twelve (12) month period, Licensee shall pay the difference within thirty (30) days without inspection cost charge but with interest charge of LIBOR [***]. With respect to any overpayment, Licensor shall credit the amount of such overpayment against any future amounts owed by Licensee pursuant ...

Reports Records and Payments. 5.1 Beginning on January 1, 2008 and ending on the date of first commercial sale of the Product, MYMETICS shall submit to PEVION annual progress reports covering MYMETICS' (and Affiliate's and sublicensee's) activities to develop and test the Products and obtain governmental approvals necessary for marketing the same. Such reports shall include an overview of work completed; overview of work in progress; current schedule of anticipated events or milestones; market plans for introduction of Licensed Products in the reporting period. MYMETICS shall also report to PEVION, in its immediately subsequent progress report, the date of first commercial sale of the Product in each country of the Territory. 5.2 MYMETICS shall inform PEVION in writing no later than thirty (30) days after signing any collaboration-, partnering- or sublicensing agreement comprising the Product. 5.3 MYMETICS shall inform PEVION in writing no later than thirty (30) days after receiving any up-front payments, milestone payments and/or other monetary considerations provided that such monetary consideration is attributed to the Products. MYMETICS shall pay PEVION the fees according Section 4.3 no later than sixty (60) days after receiving the up-front payments, milestone payments and/or other monetary considerations. 5.4 After the first commercial sale of the Product anywhere in the world, MYMETICS shall submit to PEVION quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover MYMETICS' (and each Affiliate's and Sublicensee's) most recently completed calendar quarter and shall show: - The number of each type of Licensed Product sold and the Net Sales during the most recently completed calendar quarter; - The sublicense fees and royalties received during the most recently completed calendar quarter in Swiss Francs pursuant to Subsection 5.6 of this Agreement; - The royalties and sublicense fees payable in Swiss Francs, including the method used to calculate the royalties and the exchange rates used pursuant to Subsection 5.6 of this Agreement. If no sale of Licensed Products has been made and no sublicense revenues have been received by MYMETICS during any reporting period, MYMETICS shall so report. 5.5 MYMETICS shall keep and shall require its Affiliates and Sublicensees to keep, accurate and correct records of the Products used, and sold, and sublicense fees received under this Agreement. Such records shall be r...

Reports Records and Payments. 5.1 PEVION commits to keep MYMETICS management informed of the significant evolutions of its virosome technology on a regular basis, but at least annually, with more in depths information being available to MYMETICS' CSO through PEVION's CSO, on a need-to-know basis.

Reports Records and Payments. 9.1 The Licensee shall provide written reports detailing Gross Sales, Licence Payments, commercialisation of Licensed IP and Products, progress with Milestones, and other information as specified in Item 8 of the Details or reasonably required by the Licensor in relation to this Agreement. Unless otherwise provided in Item 8, reports shall be half-yearly, within 30 days after each period ending on the last days of June and December in each year). 9.2 The Licensee shall: (a) keep (and ensure its sub-licensees keep) records and accounts containing information reasonably necessary for calculation and verification of amounts payable and for reporting under this Agreement (including efforts to commercially apply the Licensed IP) and shall, if requested by the Licensor from time to time at the Licensor’s cost, provide copies of such information; and (b) permit the Licensor or its representative (including an independent accountant appointed by the Licensor at Licensor’s expense) to inspect and take copies of the Licensee’s records and accounts to the extent necessary to verify reports and payments under this Agreement. 9.3 Any error or discrepancy in the Licensee’s records or accounts shall be promptly amended. If any amount payable to the Licensor has been underpaid, by more than 2%, unless the Licensor determines otherwise, the expenses of the inspection, the overdue amount and accrued interest pursuant to clause 15.2 shall be immediately payable. 9.4 The Licensee shall ensure that the Licensor has similar rights as provided in this clause 9 with respect to any sub-licensee of Licensee.

Reports Records and Payments. (a) LICENSEE shall provide to UNIVERSITY semi-annual progress reports covering LICENSEE’S evaluation activities of Invention. The progress reports are due semi- annually, on June 30 and December 31 of each year and for the life of this Agreement. The reports referred to in this Section 4.1(a) should be marked with the following title and case number: “License Agreement between UCSD and <LICENSEE NAME> for case <XXXX-XXX>.” Reports shall be submitted as attachment to UCSD’s email address: ▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. (b) The progress reports will include, but are not limited to, the following topics so that UNIVERSITY may determine the progress and status of LICENSEE’S evaluation: • a summary of work completed; • the results of LICENSEE’S evaluation of Invention; • a summary of work in progress; • a summary of resources (dollar value and labor) expended in the reporting period; • a current schedule of anticipated events or milestones; and • a conclusion of LICENSEE’S evaluation of Invention leading to its decision on whether or not to exercise the evaluation license granted herein.

Reports Records and Payments a. Following receipt of Oncorus’s written notifications under Section 7.3, ▇▇▇▇▇ will issue an invoice to Oncorus for the applicable payment. Oncorus shall pay all fees within [***] ([***]) days of invoice. b. Prior to the First Commercial Sale of the first Product, within [***] ([***]) days after the end of each calendar year during the Term, Oncorus shall provide a written report to ▇▇▇▇▇ summarizing the major events in development and commercialization of Product, including clinical trials, during the preceding year. c. After the First Commercial Sale of the First Product, within [***] ([***]) days after each of 1 January, 31 March, 30 June and 30 September in any year of the Term, Oncorus shall provide written reports to ▇▇▇▇▇ which shall show: i. The gross sales, Allowable Deductions and Net Sales during the preceding three months payable with respect thereto. If no sales of a particular Product have been made, then Oncorus shall so report. ii. The cumulative Net Sales, and resulting determination of any Net Sales Milestone achieved during the preceding three months. iii. The number of each type of Product supplied, broken down on a country-by-country basis. iv. The method used to calculate Sub-licensing Fees and details of Reachthrough Revenues. v. Any sales or other supplies made otherwise than on arms-length terms including the party to whom they were made and details of the terms. vi. The exchange rates used. d. The reports will be accompanied by payment in cleared funds of all payments due under this Agreement in accordance with the reports. e. Oncorus shall keep accurate and correct financial books and records of all Products and Checkpoint Blockade Agents (to the extent the latter are subject to payments under Section 6) used, and sold. Such records shall be retained by Oncorus for at least the period of time required under the Applicable Law or [***] ([***]) years following a given reporting period, which ever period is longer. f. All records shall be available upon reasonable prior notice and during normal business hours for inspection for a period of [***] ([***]) years from the end of the calendar year in which they pertain by a nationally-recognized U.S. public accounting firm selected by ▇▇▇▇▇ or UZH as the case may be and reasonably acceptable to Oncorus for the sole purpose of verifying reports and payments. No accounting period will be subject to audit more than [***]. In no event will such inspections be conducted hereunder more frequ...

Reports Records and Payments