Common use of Books and Records; Notices Clause in Contracts

Books and Records; Notices. (a) The Seller shall keep and maintain, or cause to be kept and maintained, at all times, full and accurate books and records adequate to reflect accurately (i) all financial information received and all amounts paid or received in respect of Net Sales of the Covered Products and (ii) all information (financial and otherwise) in respect of the Exploitation of the Covered Products and the Covered Product Revenue Payments. (b) On or prior to each Royalty Payment Date, the Seller shall prepare and deliver a report to each of the Purchasers (the “Royalty Report”) setting forth in reasonable detail: (i) the calculation of Net Sales for the applicable calendar quarter and calendar year to date, on a country-by-country basis within the Territory; (ii) the calculation of Purchased Receivables for the applicable calendar quarter and calendar year to date, on a country-by-country basis within the Territory; (iii) for the applicable calendar quarter and calendar year to date, on a Product-by-Product and country-by-country basis within the Territory, of each Covered Product sold by the Seller, its Affiliates and distributors; (iv) for the applicable calendar quarter and calendar year to date, the calculation of the Covered Product Revenue Payments payable to the Purchasers in the aggregate, and to each Purchaser individually their Specified Percentage of the Covered Product Revenue Payments during such periods; and (v) with respect to the Covered Products, on a Product-by-Product and country-by-country basis within the Territory, the foreign currency exchange rate used to calculate the Covered Product Revenue Payment (which shall be the rate of exchange determined in a manner consistent with the Seller’s method for calculating rates of exchange in preparation of the Seller Parent’s annual financial statements in accordance with GAAP). (c) In addition to the quarterly Royalty Reports to be delivered to the Purchasers pursuant to Section 5.1(b), the Seller shall, on a semi-annual basis, provide a written update to each of the Purchasers regarding the Exploitation of the Covered Products, which shall include without limitation all information relating to the Seller’s Exploitation of the Covered Products as either of the Purchasers shall reasonably request from time to time. Upon the delivery of such semi-annual update by the Seller to the Purchasers, the Seller or either Purchaser may reasonably request to hold one videoconference for the purpose of discussing such semi-annual update. In addition to the foregoing, each of the Purchasers shall have the right, no more than once per calendar year, to request an in-person meeting at the Seller’s office; provided, that, prior written notice shall be provided to the other Purchaser of any such requested meeting and each other Purchaser shall have the opportunity to participate in any meeting requested by another Purchaser. Any such videoconference or meeting shall be at a mutually agreeable reasonable date and time and shall include an executive officer of each of the Seller and the Purchasers. Each of the Seller and the Purchasers shall be solely responsible for their own costs and expenses associated with such videoconferences and meetings, including all travel and accommodations. (d) Promptly (but in not more than five Business Days) after receipt by the Seller Parties of (i) (x) written notice of the commencement by any Third Party of, or (y) written notice from any Third Party threatening to commence, in either case any action, suit, arbitration proceeding, claim, demand, investigation or other proceeding relating to this Agreement, any of the other Transaction Documents, any Material Contract, any transaction contemplated hereby or thereby or the Purchased Receivables (in any case other than any notice contemplated in Section 5.1(e)), or (ii) any other correspondence relating to the foregoing, the Seller Parties shall (A) notify the Purchasers in writing of the receipt of such notice or correspondence and (B) provide the Purchasers with a written summary of all material details thereof or, to the extent not prohibited by obligations of confidentiality contained in the Material Contracts, respectively, if such notice is in writing, furnish the Purchasers with a copy thereof and any materials reasonably related thereto. (e) Promptly (but in not more than five Business Days) after receipt by the Seller Parties of any material written notice, certificate, offer, proposal, correspondence, report or other communication from the applicable Counterparty relating to any Material Contract, the Intellectual Property Rights, the Purchased Receivables, any Covered Product in the Territory, the Material Contracts (in any case, other than any notice contemplated by Section 5.1(b) or Section 5.1(e)), the Seller Parties shall (i) notify the Purchasers in writing of the receipt thereof and provide the Purchasers with a written summary of all material details thereof and (ii) to the extent not prohibited by obligations of confidentiality contained in a Material Contract, respectively, furnish the Purchasers with a copy thereof. (f) The Seller Parties shall provide the Purchasers with written notice promptly (but in not more than within five Business Days) after obtaining Knowledge of any of the following: (i) the occurrence of any Bankruptcy Event in respect of the Seller Parties; (ii) any material breach or default by the Seller Parties of or under any material covenant, agreement or other provision of any Transaction Document; (iii) the Seller Parties, any Affiliate, any Counterparty or any other Third Party receiving any written notice of audit or regulatory action by a Governmental Authority in the Territory impacting in any material respect any of the Covered Products or the timing, amount or duration of the Purchased Receivables; (iv) any representation or warranty made by the Seller Parties in this Agreement or any of the other Transaction Documents (or in any certificate delivered by the Seller Parties to the Purchasers pursuant to this Agreement) shall prove to be untrue, inaccurate or incomplete in any material respect on the date as of which made; or (v) the occurrence or existence of any change, effect, event, occurrence, state of facts, development or condition that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) The Seller Parties shall notify the Purchasers in writing not less than 30 days prior to any change in, or amendment or alteration of, the Seller Parties’ (i) legal name, (ii) form or type of organizational structure or (iii) jurisdiction of organization. (h) The Seller Parties shall notify the Purchasers in writing promptly (but in not more than thirty (30) days) after becoming aware that any material Tax may be required to be withheld with respect to any payment to the Purchasers pursuant to the Agreement. (i) Without limitation of the foregoing, each Purchaser and its representatives shall have the right for the duration of this Agreement and for three (3) years thereafter, during regular business hours and upon reasonable prior written notice, to access, receive, review and make copies of (i) the books and records of any Seller Party and such other documents and materials as are in the possession or control of any Seller Party, and (ii) such other information as such Purchaser may reasonably request, in each case of (i) and (ii), for such Purchaser’s or its Affiliates’ bona fide auditing, tax, regulatory or legal compliance purposes, including as reasonably related to confirming and/or verifying the economic, contractual and other rights, interests, entitlements, obligations and terms under the Transaction Documents. Upon written request from a Purchaser (or its representatives) any such information, documents or materials shall be furnished in a digital format either via email or in a virtual data room, in each case as reasonably practicable.

Books and Records; Notices. (a) The Seller Sellers shall keep and maintain, or cause to be kept and maintained, at all times, full and accurate books and records adequate to reflect accurately (i) all financial information received and all amounts paid or received under the Covered License Agreements in respect of Net Sales of the Covered Products Purchased Receivables and (ii) all material information (financial and otherwise) in respect of the Exploitation of the Covered Company Products and the Covered Company Product Revenue Payments. (b) On or prior to each Royalty Payment Date, the Seller Company shall prepare and deliver a report to each of the Purchasers Company (the “Company Royalty Report”) setting forth in reasonable detail:detail (and in the case of the Covered License Agreements in respect of the Purchased Receivables, solely to the extent the Company receives such information): (i) the calculation of Net Sales for the applicable calendar quarter and calendar year to date, on a country-by-country basis within the Territory; (ii) the calculation of Purchased Company Receivables and Purchased Royalty Fund Receivables for the applicable calendar quarter and calendar year to date, on a country-by-country and Counterparty-by-Counterparty basis within the TerritoryTerritory (including a detailed breakdown of Covered License Milestones and Covered License Royalties); (iii) for the applicable calendar quarter and calendar year to date, on a Product-by-Product and country-by-country basis within the Territory, of each Covered Product sold by the SellerCompany, its Affiliates and distributors;and, to the extent received from the Counterparty, each Counterparty; and (iv) for the applicable calendar quarter and calendar year to date, the calculation of the Covered Company Product Revenue Payments Payment payable to the Purchasers in the aggregate, and to each Purchaser individually their Specified Percentage of the Covered Product Revenue Payments during such periodsPurchaser; and (v) with respect to the Covered Company Products, on a Product-by-Product and country-by-country basis within the Territory, the foreign currency exchange rate used to calculate the Covered Company Product Revenue Payment (which shall be the rate of exchange determined in a manner consistent with the SellerCompany’s method for calculating rates of exchange in preparation of the Seller ParentCompany’s annual financial statements in accordance with GAAP). Each Company Royalty Report shall be accompanied by the Royalty Reports delivered to the Sellers by the applicable Counterparties, to the extent permitted by the applicable Covered License Agreement. (c) In addition to the quarterly Company Royalty Reports to be delivered to the Purchasers Purchaser pursuant to Section 5.1(b), the Seller Company shall, on a semi-annual basis, provide a written update to each of the Purchasers Purchaser regarding the Exploitation of the Covered Products, which shall include without limitation (i) all material information and reports received by Sellers from the Counterparties relating to the Exploitation of the Licensed Products to the extent permitted by the applicable Covered License Agreement and (ii) all information relating to the SellerCompany’s Exploitation of the Covered Company Products as either of the Purchasers Purchase shall reasonably request from time to time. Upon the delivery of such semi-annual update by the Seller Company to the PurchasersPurchaser, either the Seller Company or either the Purchaser may reasonably request to hold one videoconference for the purpose of discussing such semi-annual update. In addition to the foregoing, each of the Purchasers Purchaser shall have the right, no more than once per calendar year, to request an in-person meeting at the SellerCompany’s office; provided, that, prior written notice shall be provided to the other Purchaser of any such requested meeting and each other Purchaser shall have the opportunity to participate in any meeting requested by another Purchaser. Any such videoconference or meeting shall be at a mutually agreeable reasonable date and time and shall include an executive officer of each of the Seller Company, the Royalty Fund and the PurchasersPurchaser. Each of the Seller Company, the Royalty Fund and the Purchasers Purchaser shall be solely responsible for their own costs and expenses associated with such videoconferences and meetings, including all travel and accommodations. (d) Promptly (but in not more than five Business Days) [***] after receipt by the Seller Parties of (i) (x) written notice of the commencement by any Third Party of, or (y) written notice from any Third Party threatening to commence, in either case any action, suit, arbitration proceeding, claim, demand, investigation or other proceeding relating to this Agreement, any of the other Transaction Documents, any Material ContractCovered License Agreement, the LICR Agreements, the Selexis Agreements, any transaction contemplated hereby or thereby or the Purchased Receivables (in any case other than any notice contemplated in Section 5.1(e)), or (ii) any other correspondence relating to the foregoing, the Seller Parties shall (A) notify the Purchasers Purchaser in writing of the receipt of such notice or correspondence and (B) provide the Purchasers Purchaser with a written summary of all material details thereof or, to the extent not prohibited by obligations of confidentiality contained in the Material ContractsCovered License Agreements, the LICR Agreements or the Selexis Agreements, respectively, if such notice is in writing, furnish the Purchasers Purchaser with a copy thereof and any materials reasonably related thereto. (e) Promptly (but in not more than five Business DaysSubject to Sections 5.5(a) and 5.5(b), within [***] after receipt by the Seller Parties of any material written notice, certificate, offer, proposal, correspondence, report or other communication from the applicable Counterparty relating to any Material ContractCovered License Agreement, the Intellectual Property Rights, the Purchased Receivables, any Covered Licensed Product in the Territory, the Material Contracts LICR Agreements or the Selexis Agreements (in any case, other than any notice contemplated by Section 5.1(b) or Section 5.1(e)), the Seller Parties shall (i) notify the Purchasers Purchaser in writing of the receipt thereof and provide the Purchasers Purchaser with a written summary of all material details thereof and (ii) to the extent not prohibited by obligations of confidentiality contained in a Material Contractthe Covered License Agreements, the LICR Agreements or the Selexis Agreements, respectively, furnish the Purchasers Purchaser with a copy thereof. (f) The Seller Parties shall provide the Purchasers Purchaser with written notice promptly (but in not more than within five Business Days) [***] after obtaining Knowledge of any of the following: (i) the occurrence of any Bankruptcy Event in respect of the Seller Parties; (ii) any material breach or default by the Seller Parties of or under any material covenant, agreement or other provision of any Transaction Document; (iii) the Seller Parties, any Affiliate, any Counterparty or any other Third Party receiving any written notice of audit or regulatory action by a Governmental Authority Regulatory Agency in the Territory impacting in any material respect any of the Covered Licensed Products or the timing, amount or duration of the Purchased Receivables; (iv) any representation or warranty made by the Seller Parties in this Agreement or any of the other Transaction Documents (or in any certificate delivered by the Seller Parties to the Purchasers Purchaser pursuant to this Agreement) shall prove to be untrue, inaccurate or incomplete in any material respect on the date as of which made; or (v) the occurrence or existence of any change, effect, event, occurrence, state of facts, development or condition that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) The Seller Parties shall notify the Purchasers Purchaser in writing not less than 30 days prior [***] to any change in, or amendment or alteration of, the Seller Parties’ (i) legal name, (ii) form or type of organizational structure or (iii) jurisdiction of organization. (h) The Seller Parties shall notify the Purchasers Purchaser in writing promptly (but in not more than thirty (30) days) [***] after becoming aware that any material Tax may be required to be withheld with respect to any payment under any Covered License Agreement or otherwise to the Purchasers Purchaser pursuant to the Agreement. (i) Without limitation of the foregoing, each Purchaser and its representatives shall have the right for the duration of this Agreement and for three (3) years thereafter, during regular business hours and upon reasonable prior written notice, to access, receive, review and make copies of (i) the books and records of any Seller Party and such other documents and materials as are in the possession or control of any Seller Party, and (ii) such other information as such Purchaser may reasonably request, in each case of (i) and (ii), for such Purchaser’s or its Affiliates’ bona fide auditing, tax, regulatory or legal compliance purposes, including as reasonably related to confirming and/or verifying the economic, contractual and other rights, interests, entitlements, obligations and terms under the Transaction Documents. Upon written request from a Purchaser (or its representatives) any such information, documents or materials shall be furnished in a digital format either via email or in a virtual data room, in each case as reasonably practicable.

Books and Records; Notices. (a) The Seller Sellers shall keep and maintain, or cause to be kept and maintained, at all times, full and accurate books and records adequate to reflect accurately (i) all financial information received and all amounts paid or received under the Covered License Agreements in respect of Net Sales of the Covered Products Purchased Receivables and (ii) all material information (financial and otherwise) in respect of the Exploitation of the Covered Company Products and the Covered Company Product Revenue Payments. (b) On or prior to each Royalty Payment Date, the Seller Company shall prepare and deliver a report to each of the Purchasers Company (the “Company Royalty Report”) setting forth in reasonable detail:detail (and in the case of the Covered License Agreements in respect of the Purchased Receivables, solely to the extent the Company receives such information): (i) the calculation of Net Sales for the applicable calendar quarter and calendar year to date, on a country-by-country basis within the Territory; (ii) the calculation of Purchased Company Receivables and Purchased Royalty Fund Receivables for the applicable calendar quarter and calendar year to date, on a country-by-country and Counterparty-by-Counterparty basis within the TerritoryTerritory (including a detailed breakdown of Covered License Milestones and Covered License Royalties); (iii) for the applicable calendar quarter and calendar year to date, on a Product-by-Product and country-by-country basis within the Territory, of each Covered Product sold by the SellerCompany, its Affiliates and distributors;and, to the extent received from the Counterparty, each Counterparty; and (iv) for the applicable calendar quarter and calendar year to date, the calculation of the Covered Company Product Revenue Payments Payment payable to the Purchasers in the aggregate, and to each Purchaser individually their Specified Percentage of the Covered Product Revenue Payments during such periodsPurchaser; and (v) with respect to the Covered Company Products, on a Product-by-Product and country-by-country basis within the Territory, the foreign currency exchange rate used to calculate the Covered Company Product Revenue Payment (which shall be the rate of exchange determined in a manner consistent with the SellerCompany’s method for calculating rates of exchange in preparation of the Seller ParentCompany’s annual financial statements in accordance with GAAP). Each Company Royalty Report shall be accompanied by the Royalty Reports delivered to the Sellers by the applicable Counterparties, to the extent permitted by the applicable Covered License Agreement. (c) In addition to the quarterly Company Royalty Reports to be delivered to the Purchasers Purchaser pursuant to Section 5.1(b), the Seller Company shall, on a semi-annual basis, provide a written update to each of the Purchasers Purchaser regarding the Exploitation of the Covered Products, which shall include without limitation (i) all material information and reports received by Sellers from the Counterparties relating to the Exploitation of the Licensed Products to the extent permitted by the applicable Covered License Agreement and (ii) all information relating to the SellerCompany’s Exploitation of the Covered Company Products as either of the Purchasers Purchase shall reasonably request from time to time. Upon the delivery of such semi-annual update by the Seller Company to the PurchasersPurchaser, either the Seller Company or either the Purchaser may reasonably request to hold one videoconference for the purpose of discussing such semi-annual update. In addition to the foregoing, each of the Purchasers Purchaser shall have the right, no more than once per calendar year, to request an in-person meeting at the SellerCompany’s office; provided, that, prior written notice shall be provided to the other Purchaser of any such requested meeting and each other Purchaser shall have the opportunity to participate in any meeting requested by another Purchaser. Any such videoconference or meeting shall be at a mutually agreeable reasonable date and time and shall include an executive officer of each of the Seller Company, the Royalty Fund and the PurchasersPurchaser. Each of the Seller Company, the Royalty Fund and the Purchasers Purchaser shall be solely responsible for their own costs and expenses associated with such videoconferences and meetings, including all travel and accommodations. (d) Promptly (but in not more than five Business Days) [***] after receipt by the Seller Parties of (i) (x) written notice of the commencement by any Third Party of, or (y) written notice from any Third Party threatening to commence, in either case any action, suit, arbitration proceeding, claim, demand, investigation or other proceeding relating to this Agreement, any of the other Transaction Documents, any Material ContractCovered License Agreement, the LICR Agreements, the Selexis Agreements, any transaction contemplated hereby or thereby or the Purchased Receivables (in any case other than any notice contemplated in Section 5.1(e)), or (ii) any other correspondence relating to the foregoing, the Seller Parties shall (A) notify the Purchasers Purchaser in writing of the receipt of such notice or correspondence and (B) provide the Purchasers Purchaser with a written summary of all material details thereof or, to the extent not prohibited by obligations of confidentiality contained in the Material ContractsCovered License Agreements, the LICR Agreements or the Selexis Agreements, respectively, if such notice is in writing, furnish the Purchasers Purchaser with a copy thereof and any materials reasonably related thereto. (e) Promptly (but in not more than five Business DaysSubject to Sections 5.5(a) and 5.5(b), within [***] after receipt by the Seller Parties of any material written notice, certificate, offer, proposal, correspondence, report or other communication from the applicable Counterparty relating to any Material ContractCovered License Agreement, the Intellectual Property Rights, the Purchased Receivables, any Covered Licensed Product in the Territory, the Material Contracts LICR Agreements or the Selexis Agreements (in any case, other than any notice contemplated by Section 5.1(b) or Section 5.1(e)), the Seller Parties shall (i) notify the Purchasers Purchaser in writing of the receipt thereof and provide the Purchasers Purchaser with a written summary of all material details thereof and (ii) to the extent not prohibited by obligations of confidentiality contained in a Material Contractthe Covered License Agreements, the LICR Agreements or the Selexis Agreements, respectively, furnish the Purchasers Purchaser with a copy thereof. (f) The Seller Parties shall provide the Purchasers Purchaser with written notice promptly (but in not more than within five Business Days) [***] after obtaining Knowledge of any of the following: (i) the occurrence of any Bankruptcy Event in respect of the Seller Parties; (ii) any material breach or default by the Seller Parties of or under any material covenant, agreement or other provision of any Transaction Document; (iii) the Seller Parties, any Affiliate, any Counterparty or any other Third Party receiving any written notice of audit or regulatory action by a Governmental Authority Regulatory Agency in the Territory impacting in any material respect any of the Covered Licensed Products or the timing, amount or duration of the Purchased Receivables; (iv) any representation or warranty made by the Seller Parties in this Agreement or any of the other Transaction Documents (or in any certificate delivered by the Seller Parties to the Purchasers Purchaser pursuant to this Agreement) shall prove to be untrue, inaccurate or incomplete in any material respect on the date as of which made; or (v) the occurrence or existence of any change, effect, event, occurrence, state of facts, development or condition that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) The Seller Parties shall notify the Purchasers Purchaser in writing not less than 30 days [***] prior to any change in, or amendment or alteration of, the Seller Parties’ (i) legal name, (ii) form or type of organizational structure or (iii) jurisdiction of organization. (h) The Seller Parties shall notify the Purchasers Purchaser in writing promptly (but in not more than thirty (30) days) [***] after becoming aware that any material Tax may be required to be withheld with respect to any payment under any Covered License Agreement or otherwise to the Purchasers Purchaser pursuant to the Agreement. (i) Without limitation of the foregoing, each Purchaser and its representatives shall have the right for the duration of this Agreement and for three (3) years thereafter, during regular business hours and upon reasonable prior written notice, to access, receive, review and make copies of (i) the books and records of any Seller Party and such other documents and materials as are in the possession or control of any Seller Party, and (ii) such other information as such Purchaser may reasonably request, in each case of (i) and (ii), for such Purchaser’s or its Affiliates’ bona fide auditing, tax, regulatory or legal compliance purposes, including as reasonably related to confirming and/or verifying the economic, contractual and other rights, interests, entitlements, obligations and terms under the Transaction Documents. Upon written request from a Purchaser (or its representatives) any such information, documents or materials shall be furnished in a digital format either via email or in a virtual data room, in each case as reasonably practicable.