Common use of Royalty Procedures Clause in Contracts

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 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. 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, and shall be paid by Licensee (other than taxes on Lonza’s income). The parties agree to co-operate in all respects reasonably necessary to take advantage of such double taxation treaties as may be available. 6.4 Where Lonza does not receive payment of any sum by the due date, interest shall accrue thereafter on the sum due and owing to Lonza at the rate of […***…] percent ([…***…]%) over the base rate from time to time of National Westminster Bank plc, interest to accrue on a day-to-day basis without prejudice to Lonza’s right to receive payment on the due date.

Royalty Procedures. 6.1 Licensee Kolltan shall keep true and accurate records and books of account accounts containing all data necessary for the calculation of royalties payable to LonzaLonza in accordance with GAAP. 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 [**] calendar days’ prior notice), be open at all reasonable times during regular business hours for inspection by an independent certified public accounting firm of nationally recognized standing, auditors 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 noticeKolltan. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the financial 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 financial audit shall be conducted according to GAAP and in a manner that does not materially interfere unreasonably with the operations of LicenseeKolltan’s business. Lonza may perform an a financial audit once each calendar year[**]. Each financial audit shall begin upon the date specified by Lonza within the time frame specified aboveLonza, and agreed to by Kolltan and shall be completed as soon as reasonably practicable, but in no case later than [**] Business Days after commencement. Lonza shall pay the costs of the independent auditors conducting such financial audit, unless the results of the financial audit reveal an underpayment of […**] percent ([*…*]% %) or more by LicenseeKolltan, in which case, Licensee Kolltan shall pay the reasonable out-of-pocket costs of the independent auditors. If an a financial audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the party Party responsible for such payment to the other party Party within thirty (30) [**] calendar days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party Party responsible for such payment. 6.2 Licensee On a Product-by-Product basis, royalties shall not be payable until First Commercial Sales are achieved. Thereafter Kolltan shall prepare a statement in respect of each calendar quarter which shall show for the immediately preceding quarter details of the sales Net Sales of Product and the royalty due and payable to Lonza thereon. Such . 6.2.1 For the first three calendar quarters (i.e., those ending on March 31, June 30 and September 30), such statement shall be submitted to Lonza within forty-five (45) [**] calendar days after the end of the calendar quarter to which it relates, together with a remittance for the estimated royalties due to LonzaLonza for such calendar quarter, net of any adjustments from prior quarters, audit requirements or other reconciliation procedures. For the fourth calendar quarter (i.e., that ending on December 31), such statement shall be submitted within [**] calendar days after the end of the year, together with a remittance for the royalties due to Lonza for such fourth quarter, net of any adjustments from prior quarters, year-end closing procedures or other reconciliation procedures. 6.3 All sums due under this License Agreement: 6.3.1 shall Shall be made in pounds sterling British 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 into British Pounds Sterling at the rate of exchange in effect at the close of business on [**] Business Days prior to the day date such payment is due or made, whichever is earlierdue. The rate of exchange shall be the mean value of the British Pound Sterling/US Dollar FX Spot Rate in London first published in the Financial Times on the day following the day for determining such rates. 6.3.2 are Are exclusive of any Value Added Tax or of any other applicable taxesvalue added tax, levies, imposts, imposts and duties and fees of whatever nature imposed by or under the authority of any government or public authority, and shall be paid by Licensee authority (other than taxes on Lonza’s income), and shall be paid by Kolltan. The parties Parties agree to co-operate cooperate in all respects reasonably necessary to take advantage of such any double taxation treaties as may be available. Where a deduction or withholding is required to be made by Kolltan, Kolltan shall give Lonza such assistance as may be necessary or expedient to enable Lonza to claim exemption therefrom or a reduction thereof and Lonza and Kolltan shall use reasonable efforts to ensure that such exemption or reduction is claimed. Such assistance shall include the provision by Kolltan to Lonza of such forms as the relevant tax authority may require Lonza to complete. Lonza shall complete and return to Kolltan any form provided by Kolltan that is required by the relevant tax authorities from time to time to: (i) attest to Lonza’s fiscal residence; and (ii) obtain the application of the reduced withholding tax rate or the exemption of withholding tax, according to the relevant bilateral convention for the prevention of double taxation. To the extent that withholding tax is payable, Kolltan shall remit the withholding tax to the proper tax authority and shall deliver as soon as is reasonably practicable to Lonza such certificate or other proof of payment of such tax as may be necessary to enable Lonza to credit the withholding tax paid against taxes to be paid by it. 6.4 Where there is not a dispute for sums due under this License Agreement and Lonza does has not receive received payment of any such undisputed sum by the date such payment would be due datein accordance with this License Agreement, interest shall accrue thereafter on the undisputed sum due and owing to Lonza at the rate of […***…] percent ([…***…]%) over above the base lending rate from time to time of National Westminster Bank plc, plc on any unpaid balance; interest to accrue on a day-to-day to day basis without prejudice to Lonza’s right to receive until payment on by Kolltan or as otherwise resolved by the due datemutual agreement of the Parties.

Royalty Procedures. 6.1 Licensee shall, and shall ensure that its Sublicensees 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 an independent certified public accounting firm of nationally recognized standing, auditors 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 […***…]5% 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 on a country by country basis and the royalty due and payable to Lonza thereon. Such statement shall be submitted to Lonza within forty-five thirty (4530) 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 effect at the date of payment if this is more favourable to Lonza. 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, and shall be paid by Licensee (other than taxes on Lonza’s income). The parties agree to co-operate in all respects reasonably necessary to take advantage of such double taxation treaties as may be available. 6.4 Where Lonza does not receive payment of any sum by the due date, interest shall accrue thereafter on the sum due and owing to Lonza at the rate of […***…] two percent ([…***…]2%) per annum over the base rate from time to time of National Westminster Bank plc, interest to accrue on a day-to-day basis without prejudice to Lonza’s right to receive payment on the due date.

Royalty Procedures. 6.1 Licensee shall, and shall ensure that its Affiliates 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 an independent certified public accounting firm of nationally recognized standing, auditors 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 […***…]5% 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 Party responsible for such payment to the other party Party within thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party Party responsible for such payment.. CONFIDENTIAL {***} 6.2 Licensee shall prepare a statement within 20 days after the last days of March and September in each year for the six months ended on such date (or part thereof in the first and last year of this Agreement) showing separately in respect of each calendar quarter which shall show for the immediately preceding quarter period details of the sales of Product on a country by country basis and the royalty due and payable to Lonza thereon{***} thereon and where sales relate to a country other than the United Kingdom the rate of exchange used by the Licensee. 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{***} to which {***} shall issue a receipted invoice in return. 6.3 All sums due under this Agreement: 6.3.1 shall (save in respect of the Signature Fee) be made paid 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. 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, and shall be paid by Licensee (other than taxes on Lonza{***}’s income). The parties agree to co-operate in all respects reasonably necessary to take advantage of such double taxation treaties as may be available. 6.4 To the extent that Licensee reports Net Sales otherwise than in pounds sterling then royalty payments due to {***} shall be first calculated in the local currency in which Net Sales are reported and then shall be converted to a pounds sterling value at the rate of exchange equivalent to the pound spot rate in London first published in the Financial Times on the first business day after the relevant quarterly reporting period. 6.5 Where Lonza {***} does not receive payment of any sum by the due date, interest shall accrue thereafter on the sum due and owing to Lonza {***} at the rate of […***…] four percent ([…***…]4%) per annum over the base rate from time to time of National Westminster Bank plc, interest to accrue on a day-to-day basis without prejudice to Lonza{***}’s right to receive payment on the due date.