Common use of Books of Account and Reports Clause in Contracts

Books of Account and Reports. 1. BD agrees to keep complete and accurate records of its sales of the PRODUCT(S) sold and all data necessary for the computation of payments to be made to LICENSOR hereunder. However, BD shall have no duty of trust or other fiduciary relationship with LICENSOR regarding the maintenance of the books of account or the calculation and reporting of royalties. 2. Payments under ARTICLE III, when due, shall be made on or before the last business day of June, September, December and March of each year for the PRODUCT(S) sold by BD during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) sold by BD, and such other particulars as are necessary for an accurate accounting of the payments made pursuant to this Agreement. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (A) To the extent sales requiring a royalty payment may have been made by BD in a country other than the United States, such royalty payments shall be made by BD in United States dollars on the basis of conversion, from the currency of such other country, at the rate of exchange recited in the report entitled "Rates of Exchange" issued monthly by BD's International Finance Department which provides spot exchange rates for each country where sales were made, on the last business day of the calendar quarter in which the sales occurred, and shall be paid at the time and in the manner set forth above, provided however, that royalties based on sales in any country shall be payable to LICENSOR only after deducting for exchange and all other charges due to other governments due to royalties, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSOR, arising from the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the United States. (B) The foregoing is subject to the right of BD to make payment of royalties in any country where withdrawal of the currency from the country is blocked and where legal conversion of the currency billed cannot be made into United States dollars, whereupon BD shall make the payment by depositing such royalty payments in LICENSOR's name in a bank designated by LICENSOR within such country. 4. LICENSOR, at its own expense, shall have the right for a period of three (3) years after receiving any report from BD to nominate an independent ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Certified Public Accountant, acceptable to BD, which acceptance shall not be unreasonably withheld, who shall have access to BD's records during reasonable business hours for the purpose of verifying the payments made under this Agreement, but this right may not be exercised more than once in any calendar year and the Accountant shall disclose to LICENSOR information limited only to the accuracy of the royalty statements and the payments made in accordance with the statements under paragraph (2) of this Article, provided however, that if payments made by BD on the basis of BD's statements are found to be in error by more than a negative five percent (5%), or fifty thousand dollars ($50,000), whichever is greater, BD shall bear the cost of the audit. The failure of LICENSOR to request verification of any payment report during said three (3) year period shall be considered acceptance of the accuracy of such report, except if fraudulent reporting is found, then LICENSOR may go back beyond the three (3) year period to verify all payments under the AGREEMENT, however BD shall have no obligations to maintain any records pertaining to such report beyond said three (3) year period.

Appears in 1 contract

Samples: License Agreement (Med-Design Corp)

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Books of Account and Reports. 1. BD CR agrees to keep complete and accurate records of its sales of the PRODUCT(S) sold and all data necessary for the computation of payments to be made to LICENSOR BD hereunder. However, BD CR shall have no duty of trust or other fiduciary relationship with LICENSOR BD regarding the maintenance of the books of account or the calculation and reporting of royalties. 2. Payments under ARTICLE III, when due, shall be made on or before the last business day of JuneMay, SeptemberAugust, December November and March February of each year for the sales of the PRODUCT(S) sold by BD CR during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR BD shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) sold by BDCR, the amount of any credit taken and such other particulars as are necessary for an accurate accounting account of the payments to be made pursuant to this Agreement. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (A) To the extent sales requiring a royalty payment may have been made by BD CR in a country other than the United States, such royalty payments shall be made by BD CR in United States dollars on the basis of conversion, from the currency of such other country, country by converting the royalty in the currency of the country in which the sales were made at the exchange rate for United States Dollars prevailing at the close of exchange recited in the report entitled "Rates of Exchange" issued monthly by BD's International Finance Department which provides spot exchange rates for each country where sales were made, on the last business day of the calendar quarter in for which sales occurred and royalties are being calculated as published the sales occurred, and shall be paid at the time and following day in the manner set forth aboveWall Street Journal and with respect to those countries for which rates are not published, provided however, that royalties based on sales in any country shall be payable to LICENSOR only after deducting the exchange rate fixed for exchange and all other charges due to other governments due to royalties, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSOR, arising from such date by the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the appropriate United StatesStates governmental agency. (B) The foregoing is subject to the right of BD CR to make payment of royalties in any country where withdrawal of the currency from the country is blocked and where legal conversion of the currency billed cannot be made into United States dollars, whereupon BD shall make the payment dollars by depositing such royalty payments in LICENSORBD's name in a bank designated by LICENSOR BD within such country. 4. LICENSORBD, at its own expense, shall have the right for a period of three (3) years after receiving any report from BD CR to nominate an independent ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Certified Public Accountant, acceptable to BD, CR which acceptance shall not be unreasonably withheld, who shall have access to BDCR's records during reasonable business hours for the purpose of verifying the payments made under this Agreement, but this right may not be exercised more than once in any calendar year year, and the Accountant shall disclose to LICENSOR BD information limited only to the accuracy of the royalty statements payment report and the payments made in accordance with the statements under paragraph (2) of this Article, provided however, that if payments made by BD on the basis of BD's statements are found to be in error by more than a negative five percent (5%), or fifty thousand dollars ($50,000), whichever is greater, BD shall bear the cost of the audit. The failure of LICENSOR to request verification of any payment report during said three (3) year period shall be considered acceptance of the accuracy of such report, except if fraudulent reporting is found, then LICENSOR may go back beyond the three (3) year period to verify all payments under the AGREEMENT, however BD shall have no obligations to maintain any records pertaining to such report beyond said three (3) year periodAgreement.

Appears in 1 contract

Samples: License Agreement (Cell Robotics International Inc)

Books of Account and Reports. 1. BD BECTON agrees to keep complete and accurate records of its sales of the PRODUCT(S) LICENSED PRODUCT sold and all data necessary for the computation of payments to be made to LICENSOR hereunder. However, BD BECTON shall have no duty of trust or other fiduciary relationship with LICENSOR regarding the maintenance of the books of account or the calculation and reporting of royalties. 2. Payments under ARTICLE III, when due, shall be made on or before the last business day of June, September, December and March of each year for the PRODUCT(S) sales of the LICENSED PRODUCT sold by BD BECTON during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) LICENSED PRODUCTS sold by BDBECTON, and such other particulars as are necessary for an accurate accounting account of the payments to be made pursuant to this AgreementAGREEMENT. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (A) To the extent sales requiring a royalty payment may have been made by BD BECTON in a country other than the United States, such royalty payments shall be made by BD BECTON in United States dollars on the basis of conversion, from the currency of such other country, at the rate of exchange recited in the report entitled "Rates of Exchange" issued monthly by BDBECTON's International Finance Department which provides spot exchange rates for each other country where sales were made, on the last business day of the calendar quarter in which when the sales occurred, and shall be paid at the time and in the manner set forth above, provided however, that royalties based on sales in any other country shall be payable to LICENSOR only after deducting for exchange and all other charges due to other governments due to royaltiesgovernments, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSORtaxes, arising from the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the United States. (B) The foregoing is subject to the right of BD BECTON to make payment of royalties in any country where withdrawal of the currency from the country is blocked and where legal [Confidential Treatment requested for bracketed portion of document] conversion of the currency billed cannot be made into United States dollars, whereupon BD shall make the payment dollars by depositing such royalty payments in each LICENSOR's name in a bank designated by each LICENSOR within such country. 4. LICENSOR, at its own expense, shall have the right for a period of three two (32) years after receiving any report from BD BECTON to nominate an independent ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Certified Public Accountant, acceptable to BD, BECTON which acceptance shall not be unreasonably withheld, who shall have access to BDBECTON's records during reasonable business hours for the purpose of verifying the payments made under this AgreementAGREEMENT, but this right may not be exercised more than once in any calendar year and the Accountant shall disclose to LICENSOR information limited only to the accuracy of the royalty statements payment report and the payments made in accordance with the statements under paragraph (2) of this ArticleAGREEMENT, provided provided, however, that if the payments made by BD BECTON on the basis of BD's statements BECTON'S reports are found to be in error by more than a negative five ten percent (510%), or fifty thousand dollars ($50,000), whichever is greater, BD BECTON shall bear the cost of the audit. The failure of LICENSOR to request verification of any payment report during said three two (32) year period shall be considered acceptance of the accuracy of such report, except if fraudulent reporting is found, then LICENSOR may go back beyond the three (3) year period to verify all payments under the AGREEMENT, however BD report and BECTON shall have no obligations obligation to maintain any records pertaining to such report beyond said three two (32) year period.

Appears in 1 contract

Samples: License Agreement (Med-Design Corp)

Books of Account and Reports. 1. BD BECTON agrees to keep complete and accurate records of its sales of the PRODUCT(S) LICENSED PRODUCT sold and all data necessary for the computation of payments to be made to LICENSOR hereunder. However, BD BECTON shall have no duty of trust or other fiduciary relationship with LICENSOR regarding the maintenance of the books of account or the calculation and reporting of royalties. 2. Payments under ARTICLE III, when due, shall be made on or before the last business day of June, September, December and March of each year for the PRODUCT(S) sales of the LICENSED PRODUCT sold by BD BECTON during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) LICENSED PRODUCTS sold by BDBECTON, and such other particulars as are necessary for an accurate accounting account of the payments to be made pursuant to this AgreementAGREEMENT. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (A) To the extent sales requiring a royalty payment may have been made by BD BECTON in a country other than the United States, such royalty payments shall be made by BD BECTON in United States dollars on the basis of conversion, from the currency of such other country, at the rate of exchange recited in the report entitled "Rates of Exchange" issued monthly by BDBECTON's International Finance Department which provides spot exchange rates for each other country where sales were made, on the last business day of the calendar quarter in which when the sales occurred, and shall be paid at the time and in the manner set forth above, provided however, that royalties based on sales in any other country shall be payable to LICENSOR only after deducting for exchange and all other charges due to other governments due to royaltiesgovernments, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSORtaxes, arising from the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the United States. (B) The foregoing is subject to the right of BD BECTON to make payment of royalties in any country where withdrawal of the currency from the country is blocked and where legal [Confidential Treatment requested for redacted portion of document] conversion of the currency billed cannot be made into United States dollars, whereupon BD shall make the payment dollars by depositing such royalty payments in each LICENSOR's name in a bank designated by each LICENSOR within such country. 4. LICENSOR, at its own expense, shall have the right for a period of three two (32) years after receiving any report from BD BECTON to nominate an independent ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Certified Public Accountant, acceptable to BD, BECTON which acceptance shall not be unreasonably withheld, who shall have access to BDBECTON's records during reasonable business hours for the purpose of verifying the payments made under this AgreementAGREEMENT, but this right may not be exercised more than once in any calendar year and the Accountant shall disclose to LICENSOR information limited only to the accuracy of the royalty statements payment report and the payments made in accordance with the statements under paragraph (2) of this ArticleAGREEMENT, provided provided, however, that if the payments made by BD BECTON on the basis of BD's statements BECTON'S reports are found to be in error by more than a negative five ten percent (510%), or fifty thousand dollars ($50,000), whichever is greater, BD BECTON shall bear the cost of the audit. The failure of LICENSOR to request verification of any payment report during said three two (32) year period shall be considered acceptance of the accuracy of such report, except if fraudulent reporting is found, then LICENSOR may go back beyond the three (3) year period to verify all payments under the AGREEMENT, however BD report and BECTON shall have no obligations obligation to maintain any records pertaining to such report beyond said three two (32) year period.

Appears in 1 contract

Samples: License Agreement (Med-Design Corp)

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Books of Account and Reports. 1. BD CR agrees to keep complete and accurate records of its sales of the PRODUCT(S) sold and all data necessary for the computation of payments to be made to LICENSOR BD hereunder. However, BD CR shall have no duty of trust or other fiduciary relationship with LICENSOR BD regarding the maintenance of the books of account or the calculation and reporting of royalties. 2. Payments under ARTICLE III, when due, shall be made on or before the last business day of JuneMay, SeptemberAugust, December November and March February of each year for the sales of the PRODUCT(S) sold by BD CR during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR BD shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) sold by BDCR, the amount of any credit taken and such other particulars as are necessary for an accurate accounting account of the payments to be made pursuant to this Agreement. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (A) To the extent sales requiring a royalty payment may have been made by BD CR in a country other than the United States, such royalty payments shall be made by BD CR in United States dollars on the basis of conversion, from the currency of such other country, country by converting the royalty in the currency of the country in which the sales were made at the exchange rate for United States Dollars prevailing at the close of exchange recited in the report entitled "Rates of Exchange" issued monthly by BD's International Finance Department which provides spot exchange rates for each country where sales were made, on the last business day of the calendar quarter in for which sales occurred and royalties are being calculated as published the sales occurred, and shall be paid at the time and following day in the manner set forth aboveWall Street Journal and with respect to those countries for which rates are not published, provided however, that royalties based on sales in any country shall be payable to LICENSOR only after deducting the exchange rate fixed for exchange and all other charges due to other governments due to royalties, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSOR, arising from such date by the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the appropriate United StatesStates governmental agency. (B) The foregoing is subject to the right of BD CR to make payment of royalties in any country where withdrawal of the currency from the country is blocked and where legal conversion of the currency billed cannot be made into United States dollars, whereupon BD shall make the payment dollars by depositing such royalty payments in LICENSORBD's name in a bank designated by LICENSOR BD within such country. 4. LICENSORBD, at its own expense, shall have the right for a period of three (3) years after receiving any report from BD CR to nominate an independent ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Certified Public Accountant, acceptable to BD, CR which acceptance shall not be unreasonably withheld, who shall have access to BDCR's records during reasonable business hours for the purpose of verifying the payments made under this AgreementAGREEMENT, but this right may not be exercised more than once in any calendar year year, and the Accountant shall disclose to LICENSOR BD information limited only to the accuracy of the royalty statements payment report and the payments made in accordance with the statements under paragraph (2) of this Article, provided however, that if payments made by BD on the basis of BD's statements are found to be in error by more than a negative five percent (5%), or fifty thousand dollars ($50,000), whichever is greater, BD shall bear the cost of the audit. The failure of LICENSOR to request verification of any payment report during said three (3) year period shall be considered acceptance of the accuracy of such report, except if fraudulent reporting is found, then LICENSOR may go back beyond the three (3) year period to verify all payments under the AGREEMENT, however BD shall have no obligations to maintain any records pertaining to such report beyond said three (3) year period.

Appears in 1 contract

Samples: License Agreement (Cell Robotics International Inc)

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