Inspection of Books and Records from Patent License Agreement
This agreement ("Agreement") is made between VG Life Sciences, Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and Scott & White Healthcare, a Texas non profit corporation, with offices located at 2401 South 31st Street, Temple, TX 76508, on behalf of itself and its Affiliates within its organizational structure ("S&W"), collectively referred to as "Parties" and individually as "Party.''
Inspection of Books and Records. At its own expense, S&W may annually inspect LICENSEE's books and records as needed to determine royalties payable. LICENSEE must maintain those books and records for at least three years following the dates of the underlying transactions. Any inspections will be in confidence and conducted during ordinary business hours, and S&W will provide LICENSEE advance notice two weeks before making an inspection. S&W may employ a Certified Public Accountant for this purpose. lf S&W's audit identities a shortage of five percent (5%) or more of amounts due to S&W, then LICENSEE must pay the costs of S&W's audit. LICENSEE must pay all amounts due as a consequence of an audit to S&W promptly, with interest.
Inspection of Books and Records from License Agreement
This agreement ("Agreement") is made between Viral Genetics. Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and The Texas A&M University System, an agency of the State of Texas, with principal offices in College Station, Texas, ("SYSTEM"), collectively referred to as "Parties" and individually as "Party."
Inspection of Books and Records. At its own expense, SYSTEM may annually inspect LICENSEE's books and records as needed to determine royalties payable. LICENSEE must maintain those books and records for at least three years following the dates of the underlying transactions. Any inspections will be in confidence and conducted during ordinary business hours, and SYSTEM will provide LICENSEE advance notice two weeks before making an inspection. SYSTEM may employ a Certified Public Accountant for this purpose. If SYSTEM's audit identifies a shortage of five percent (5%) or more of amounts due to SYSTEM, then LICENSEE must pay the costs of SYSTEM's audit. LICENSEE must pay all amounts due as a consequence of an audit to SYSTEM promptly, with interest.
Inspection of Books and Records from License Agreement
This LICENSE AGREEMENT (this "Agreement") is made and entered into as of this 3rd day of May, 2010 ("Effective Date") by and between Peregrine Pharmaceuticals, Inc., organized under the laws of Delaware, having its principal place of business at 14282 Franklin Avenue, Tustin, CA 92780 ("Licensor"), and Stason Pharmaceuticals, Inc., organized under the laws of California, having its principal place of business at 11 Morgan, Irvine, California 92618-4327 ("Licensee"). Licensor and Licensee may each be referred to herein individually as a "Party" and collectively as the "Parties."
Inspection of Books and Records. Licensee shall maintain accurate books and records that enable the calculation of royalties and other amounts payable hereunder to be verified. Licensee shall retain the books and records for each quarterly period for three years after the submission of the corresponding report under Section 4.4 hereof. Upon 30 days' prior notice to Licensee, Licensor or its designee may have access to the books and records of Licensee to conduct a review or audit once per calendar year, for the sole purpose of verifying the accuracy of Licensee's payments and co mpliance with this Agreement. Licensor's failure to audit shall not be considered a waiver of any objection to the amounts paid by Licensee. Such access shall be permitted during Licensee's normal business hours during the term of this Agreement and for three years after the expiration or termination of this Agreement. Any such inspection or audit shall be at Licensor's expense, except that, if the audit results show that for any calendar quarter examined there has been an underpayment by Licensee of more than 5%, then Licensee will pay for reasonable audit expenses incurred by Licensee unless such underpayment is a result of currency exchange fluctuations. In all cases, Licensee shall pay to Licensor any underpaid amounts promptly and with interest at the rate on the terms set forth in Section 4.5 above. Any overpayments by Licensee revealed in such inspection and audit shall be refunded to Licensee or credited to future payments owed by Licensee hereunder, at Licensor's election.
Inspection of Books and Records from Operating Agreement
THIS HOTEL OPERATING AGREEMENT (Agreement) is entered into as of December 1, 2006, between and among CWE HOSPITALITY SERVICES, LLC, a Missouri limited liability company (Operator), and KINGSDELL L.P., a Delaware limited partnership (Owner).
Inspection of Books and Records. Operator shall, on reasonable notice, afford to Owner, its accountants, attorneys and agents the right during normal business hours to inspect, at Owners sole cost and expense, the Hotel or examine and make extracts from the books and records of the Hotel. Such inspections and examinations shall be made with as little disruption to the business operations of the Hotel as reasonably practicable. The books and records of the Hotel shall be kept at the Hotel or, if Operator maintains a centralized computer system serving the Hotel, at the location of such centralized computer system with copies maintained at the Hotel. Upon the termination of this Agreement, all such books and records shall forthwith be turned over to Owner so as to insure the orderly continuation of the operation of the Hotel, provided, however, that all such books and records shall thereafter be available for a period of five (5) years to Operator at the Hotel for inspection, audit, examination and copying, at all reasonable times, upon two (2) days prior notice. If any such audit reveals a discrepancy of five percent (5%) or more in the stated Cash Flow, Operator shall reimburse Owner for Owners out-of-pocket costs relating to such audit and pay to Owner any amounts erroneously paid to Operator under this Agreement.
INSPECTION OF BOOKS AND RECORDS from License Agreement
This Official PlayStation Magazine Publishing License Agreement (Agreement) is effective as of the ___day of ___, 2005 and is entered into by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., (SCEA), a Delaware corporation with its principal place of business at 919 E. Hillsdale Boulevard, Foster City CA 94404, and ZIFF DAVIS MEDIA INC., a Delaware corporation with its principal place of business at 28 East 28th Street, New York, New York 10016 (Ziff Davis).
INSPECTION OF BOOKS AND RECORDS. During the Term of this Agreement and for two (2) years thereafter, Ziff Davis shall keep accurate books of account and records pertaining to the sale and distribution of the Publication and advertising revenue generated by the Publication. SCEA shall have the right, at its own expense using an independent auditor, upon ten (10) business days written notice, to examine Ziff Davis books of account and records with respect to the Publication and advertising revenues, but not more than twice per calendar year; provided that the auditor agrees to be bound by the confidentiality provisions of this Agreement. Such rights shall be exercised during the normal business hours and in such a manner as not to substantially interfere with the conduct of Ziff Davis business. If the audit reveals an underpayment in royalties owed from royalties paid of more than 5%, Ziff Davis shall pay for the reasonable cost of the audit, as well as immediately reimburse SCEA for any differences plus interest at 18%, or if not permitted, then at the highest rate allowed by law. An underpayment in excess of twenty-five percent (5% (percent) values">25%) of royalties paid, shall be a material breach of this Agreement entitling SCEA to terminate this Agreement immediately.