Royalty Procedures Clause Samples
The Royalty Procedures clause defines the methods and processes by which royalties are calculated, reported, and paid under an agreement. It typically outlines the frequency of royalty payments, the basis for calculation (such as net sales or units sold), and the documentation required to support royalty reports. By establishing clear procedures, this clause ensures both parties understand their financial obligations and helps prevent disputes over royalty payments.
Royalty Procedures. 6.1 Licensee shall keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Lonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than thirty (30) days prior notice), be open at all reasonable times during regular business hours for inspection by independent auditors selected by Lonza and reasonably acceptable to Licensee. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the audit. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit once each calendar year. Each audit shall begin upon the date specified by Lonza and shall be completed as soon as reasonably practicable. Lonza shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of 5% or more by Licensee, in which case, Licensee shall pay the reasonable costs of the independent auditors. If an audit concludes that an overpayment or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. underpayment has occurred during the audited period, such payment shall be remitted by the party responsible for such payment to the other party within thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party responsible for such payment.
6.2 Licensee shall prepare a statement in respect of each calendar quarter which shall show for the immediately preceding quarter details of the sales of Product and the royalty due and payable to Lonza thereon. Such statement shall be submitted to Lonza within thirty (30) days after the end of the calendar quarter to which it relates, together with a remittance for the royalties due to Lonza.
6.3 All sums due under this Agreement:
6.3.1 shall be made in pounds sterling to Lonza. Payments due to Lonza in currencies other than pounds sterling shall first be calculated in the relevant local currency before being calculated at the rate of exchange in effect at the close of business on the day payment is due or made, whichever is earlier, provided always that where payment is made after the date provided therefor herein conversion shall be at the rate in effec...
Royalty Procedures. 6.1 Licensee shall keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Lonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than thirty (30) days prior notice), be open at reasonable times during regular business hours for inspection by an independent certified public accounting firm of nationally recognized standing, selected by Lonza and reasonably acceptable to Licensee, as reasonably necessary to verify the accuracy of the royalty reports hereunder for the […***…] calendar quarters immediately prior to the date of such notice. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the audit. The independent auditor shall disclose to Lonza only whether the royalty reports are correct or not and the amount of any discrepancy. No other information shall be shared. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit once each calendar year. Each audit shall begin upon the date specified by Lonza within the time frame specified above, and shall be completed as soon as reasonably practicable. Lonza shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of […***…]% or more by Licensee, in which case, Licensee shall pay the reasonable out-of-pocket costs of the independent auditors. If an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the party responsible for such payment to the other party within thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party responsible for such payment.
6.2 Licensee shall prepare a statement in respect of each calendar quarter which shall show for the immediately preceding quarter details of the sales of Product and the royalty due and payable to Lonza thereon. Such statement shall be submitted to Lonza within forty-five (45) days after the end of the calendar quarter to which it relates, together with a remittance for the royalties due to Lonza.
6.3 All sums due under this Agreement:
6.3.1 shall be made in pounds sterling to Lonza. Payments due to Lonza in currencies other than pounds sterling s...
Royalty Procedures. 6.5.1 During the Term, following the First Commercial Sale of Licensed Product, Corvus shall on or before the [***] following the end of each [***] deliver to Vernalis a written report for [***] showing, in each case on a country-by-country and Licensed Product-by-Licensed product basis: [***].
6.5.2 Vernalis shall issue an invoice for the Royalties payable according to this Agreement and the written report delivered by Corvus to Vernalis in accordance with Clause 6.5.
1. Corvus acknowledges and agrees that all such invoices shall be issued by Vernalis in reliance on the information provided by Corvus. Neither the issue of any such invoice nor receipt of payment, shall be, nor shall either be deemed to be, acceptance by Vernalis of the accuracy of any written report and shall in each case be without prejudice to Vernalis’ rights to audit or dispute the amount of Royalties payable.
6.5.3 Corvus shall, [***], pay to Vernalis, in USD ($) by telegraphic transfer to the bank account set out at Schedule 3 the amount stated in such invoice.
6.5.4 The functional currency for accounting will be USD. Except as the Parties otherwise mutually agree, for billing and reporting, Net Sales will be translated into USD using the currency exchange rates quoted by Bloomberg Professional, a service of Bloomberg L.P., or in the event Bloomberg Professional is not available then The Wall Street Journal using the average monthly rate of exchange for the month to which Net Sales were dated.
Royalty Procedures. 6.1 Licensee shall keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Biologics. Such records and books of account shall, upon reasonable notice having been given by Biologics be open for inspection by Biologics or its duly authorised representative.
6.2 Licensee shall prepare a statement in respect of each calendar quarter which shall show for the quarter in question details of the sales of Product and the royalty due and payable to Biologics thereon. Such statement shall be submitted to Biologics within thirty (30) days of the end of the calendar quarter to which it relates together with a remittance for the royalties due to Biologics.
6.3 All sums due under this Agreement:
6.3.1 shall be made in pounds sterling to Biologics. Payments due to Biologics in currencies other than pounds sterling shall first be calculated in the relevant local currency before being calculated at the rate of exchange ruling at the close of business on the day payment is due or made, whichever is earlier, provided always that where payment is made after the date provided therefore herein conversion shall be at the rate ruling at the date of payment if this is more favourable to Biologics. The rate of exchange shall be the mean value of the Pound Spot Rate in London first published in the Financial Times on the day following the day for determining such rates.
6.3.2 are exclusive of any Value Added Tax or of any other applicable taxes, levies, imposts, duties and fees of whatever nature imposed by or under the authority of any government or public authority which shall be paid by Licensee. The parties agree to co-operate in all respects necessary to take advantage of such double taxation agreements as may be available.
6.4 Where Biologics does not receive payment of any sum by the due date, interest shall accrue thereafter on the sum due and owing to Biologics at the rate of four percent (4%) over the base rate from time to time of HSBC Bank plc, interest to accrue on a day to day basis without prejudice to Biologics' right to receive payment on the due date.
Royalty Procedures. 5.5.1 During the Term, following the First Commercial Sale of Licensed Product, Anebulo shall on or before the thirtieth (30th) day following the end of each Quarter deliver to Vernalis a written report for that Quarter showing, in each case on a country-by-country and Licensed Product-by-Licensed Product basis: (i) invoiced sales and Net Sales; (ii) the exchange rates used to calculate such Royalties, which shall be in accordance with Clause 5.5.4; (iii) the number of units of Licensed Product sold; and (iv) the amount of Royalties due on such Net Sales (calculated in accordance with Clause 5.4).
5.5.2 Vernalis shall issue an invoice for the Royalties payable according to this Agreement and the written report delivered by Anebulo to Vernalis in accordance with Clause 5.5.
1. Anebulo acknowledges and agrees that all such invoices shall be issued by Vernalis in reliance on the information provided by Anebulo. Neither the issue of any such invoice nor receipt of payment, shall be, nor shall either be deemed to be, acceptance by Vernalis of the accuracy of any written report and shall in each case be without prejudice to Vernalis’ rights to audit or dispute the amount of Royalties payable.
5.5.3 Anebulo shall, within thirty (30) days of receipt of the relevant invoice in accordance with Clause 5.5.2, pay to Vernalis, in USD ($) by telegraphic transfer to the bank account set out at Schedule 2 (or such other bank account as Vernalis may notify to Anebulo from time to time) the amount stated in such invoice.
5.5.4 The functional currency for accounting will be USD. Except as the Parties otherwise mutually agree, for billing and reporting, Net Sales will be converted into USD using the currency exchange rates quoted by Bloomberg Professional, a service of Bloomberg L.P., or in the event Bloomberg Professional is not available then The Wall Street Journal using the average monthly rate of exchange for the month to which Net Sales were dated.
Royalty Procedures. 6.1 Licensee shall keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Biologics. Such records shall be retained by Licensee for *** following the end of the calendar year to which they pertain. Such records and books of account shall, upon reasonable notice having been given by Biologics (which in no event shall be less than *** prior notice), be open at all reasonable times during regular business hours for inspection by an independent certified public accountant selected by Biologics and reasonably acceptable to Licensee. Such independent accountant shall agree to maintain the confidentiality of the information and materials disclosed during any inspection. Any such inspection shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Biologics may perform an inspection ***. Each inspection shall begin upon the date specified by Biologics and shall be completed ***. The independent accountant shall agree to be bound by reasonable confidentiality provisions in favor of Licensee. Biologics shall pay the costs of the independent accountant conducting such audit, unless the results of the inspection reveal an underpayment of *** or more by Licensee for the entire period under audit, in which case, Licensee shall pay the reasonable costs of the independent accountant. If an inspection concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the party responsible for such payment to the other party within *** after the date of the accountant’s written report identifying the overpayment or underpayment is delivered to the party responsible for such payment.
6.2 Licensee shall prepare a statement in respect of each *** that shall show for the immediately preceding *** details of the sales of Product and the *** due and payable to Biologics thereon. Such statement shall be submitted to Biologics within *** after the end of the *** to which it relates, together with a remittance for the royalties due to Biologics, provided, however, that with respect to the ***, such statement shall not be due until ***.
6.3 All sums due under this Agreement:
6.3.1 shall be made in pounds sterling to Biologics. Payments due to Biologics in currencies other than pounds sterling shall first be ***. The rate of exchange shall be ***.
6.3.2 are exclusive of any applicable taxes, levies, imposts, d...
Royalty Procedures