Common use of Accounting and Payment Clause in Contracts

Accounting and Payment. 5.1 Royalties shall be payable yearly in arrears sixty (60) days after the end of the last day of each calendar year during the term of this Agreement with the last such payment to be made within (60) days after the end of the last day of the calendar year during which this Agreement expires or terminates. 5.2 Covion shall, and shall Procure that any Covion Licensee shall keep at its usual place of business records of account sufficient to enable accurate calculations of royalties due to CDT and shall produce and present to CDT a statement of those royalties no later than sixty (60) days after the end of each calendar year during the term of this Agreement. If there is a dispute between the parties about the amount of royalties payable, the Parties shall select an independent accountant to be agreed between them, or in default of agreement to be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales, to inspect the records of Covion and/or any Covion Licensee on reasonable notice and during normal business hours to verify Covion’s statements and royalty payments due pursuant to this Agreement. If such inspection reveals that any statement or payment shall not have been rendered or made in accordance with the terms of this Agreement, or that any statement rendered or payment made by Covion was inaccurate by more than five per cent (5%) then Covion shall pay the cost of such inspection without prejudice to any other remedies or claims of CDT. Such accountant shall not disclose to CDT any information other than information relating to royalties owed by Covion pursuant to this Agreement. CDT shall maintain in confidence and shall oblige the independent accountant to maintain in confidence all information received pursuant to this subclause. The decision of the independent accountant as to the amount of royalty Payment to be made shall, in the absence of manifest error, be final and binding upon the parties. 5.3 All royalties shall be calculated in the currency in which Covion keeps its accounts and shall be paid to CDT in euros in London to the credit of a bank account to be designated in writing by CDT the rate of conversion being the relevant buying rate of HSBC Bank plc at close of business on the last business day of the before the day payment is due. 5.4 All sums shall be paid in full without deductions or set-off, except only for such taxes, or other levies or duties as Covion is legally bound to withhold. Covion shall assist CDT without charge to recover (under the provisions of double tax conventions or other lawful manner) any tax so withheld. If VAT is payable on any of the royalties then Covion shall pay VAT pursuant to a VAT invoice to be submitted by CDT.

Accounting and Payment. 5.1 12.1 Royalties shall be payable yearly in arrears sixty (60) days after the end of the last day of each calendar year during the term of this Agreement with the last such payment to be made within (60) days after the end of the last day of the calendar year during in which this Agreement expires or terminatesroyalties accrue. 5.2 12.2 Covion shall, shall and shall Procure procure that any Covion Licensee shall keep at its usual place of business records of account sufficient to enable accurate calculations of royalties due to CDT and shall produce and present to CDT a statement of those royalties no later than sixty (60) days after the end of each calendar year during the term of this Agreement. If there is a dispute between the parties about the amount of royalties payable, the Parties parties shall select an independent accountant to be agreed between them, or in default of agreement to be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales, to inspect the records of Covion and/or any Covion Licensee on reasonable notice and during normal business hours to verify Covion’s statements and royalty payments due pursuant to this Agreement. If such inspection reveals that any statement or payment shall not have been rendered or made in accordance with the terms of this Agreement, or that any statement rendered or payment made by Covion was inaccurate by more than five per cent (5%) then Covion shall pay the cost of such inspection without prejudice to any other remedies or claims of CDT. Such accountant shall not disclose to CDT any information other than information relating to royalties owed by Covion pursuant to this Agreement. CDT shall maintain in confidence and shall oblige the independent accountant to maintain in confidence all information received pursuant to this subclausesub-clause. The decision of the independent accountant as to the amount of royalty Payment payment to be made shall, in the absence of manifest error, be final and binding upon the parties. 5.3 12.3 All royalties shall be calculated in the currency in which Covion keeps its accounts and shall be paid to CDT in euros in London to the credit of a bank account to be designated in writing by CDT CDT, the rate of conversion being the relevant buying rate of HSBC Bank plc at close of business on the last business day of the before the day payment is due. 5.4 12.4 All sums shall be paid in full without deductions or set-off, except only for such taxes, or other levies or duties as Covion is legally bound to withhold. Covion shall assist CDT without charge to recover (under the provisions of double tax conventions or other lawful manner) any tax so withheld. If VAT is payable on any of the royalties then Covion shall pay VAT pursuant to a VAT invoice to be submitted by CDT. 12.5 CDT agrees that if requested by Covion it shall at Covion’s cost (including the payment of stamp duty) record the licence of the Patents licensed to Covion pursuant to this Agreement on all the appropriate patent registers.