Milestone Records Sample Clauses

Milestone Records. With respect to each Milestone and until the occurrence of such Milestone, the Potential Partners shall cause each applicable JV Entity to maintain the records of its applicable JV Facility underlying its determination of, as applicable, [*****] (being the Second Milestone), [*****] (being the Third Milestone) and the [*****] (being the Fourth Milestone) (such records, as applicable to each such Milestone, “Applicable Milestone Records”).
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Milestone Records. Section 2.7 of the Agreement is hereby amended, restated and replaced in its entirety as follows: “Progenics shall keep (and cause to be kept) and maintain complete and accurate records of all First Commercial Sale Events, Net Sales, MIP-1404 License Agreements and all MIP-1404 Licensee Income (collectively, the “Milestone Records”). A copy of each MIP-1404 License Agreement shall be provided to the Stockholders Representative promptly following the execution and delivery thereof, and from and after the date of the first amendment to this Agreement, a copy of the most recent Milestone Records, together with a certificate executed by Progenics’ Chief Financial Officer certifying as to the accuracy of such records, and whether any payment is due thereon, shall be provided to the Stockholders Representative within thirty (30) days of the end of each fiscal quarter and shall be accessible to independent certified public accountants selected by the Stockholder Representative and reasonably acceptable to Progenics (the “Audit Accountant”) by audits conducted not more than once a Fiscal Year, at any reasonable times during business hours and at the sole expense of the Stockholders, for the purpose of verifying all First Commercial Sale Events, Net Sales and MIP-1404 Licensee Income, and all payments due thereon. The Stockholders Representative and such accountants shall be under a duty to keep confidential all Milestone Records; provided, however, that, prior to the receipt of any such Milestone Records, the Stockholders Representative shall execute a confidentiality agreement in a form reasonably acceptable to Progenics, which confidentiality agreement shall, among other things, obligate the Stockholders Representative: (i) not to disclose any information subject to such confidentiality agreement to any Person, except to the Audit Accountant; (ii) to maintain the confidentiality of such information; (iii) not to use such confidential, nonpublic information for any purpose other than in relation to its evaluation of First Commercial Sale Events, Net Sales and MIP-1404 Licensee Income, and all payments due thereon; and (iv) not to disclose to any competitor of Progenics or any other Person any such information-; provided further, that notwithstanding anything herein to the contrary, Progenics shall not provide any Milestone Records to the Stockholders Representative to the extent such information is material unless such information will be disclosed by Progenics o...
Milestone Records. The Buyer shall keep (and cause to be kept) and maintain complete and accurate records of First Commercial Sale Events and Net Sales. Such records shall be provided to the Stockholders Representative within thirty (30) days of the end of each Fiscal Year and shall be accessible to independent certified public accountants selected by the Stockholder Representative and reasonably acceptable to Buyer (the "Audit Accountant") by audits conducted not more than once a Fiscal Year, at any reasonable times during business hours and at the sole expense of the Stockholders, for the purpose of verifying Net Sales and any Net Sales Milestone Payments and First Commercial Sale Events and First Commercial Sale Payments due thereon. Such accountants shall disclose to the Stockholders Representative only information relating to the accuracy of the records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records; provided, however, that, prior to the Closing, the Stockholders Representative shall execute a confidentiality agreement in a form reasonably acceptable to the Buyer, which confidentiality agreement shall, among other things, obligate the Stockholders Representative: (w) not to disclose any information subject to such confidentiality agreement to any Person, except to the Audit Accountant pursuant to this Section 2.7; (x) to maintain the confidentiality of such information; (y) not to use such confidential, nonpublic information for any purpose other than in relation to its evaluation of the First Commercial Sale Events and Net Sales Milestones Payments; and (z) not to disclose to any competitor of the Buyer or any other Person any such information.

Related to Milestone Records

  • Development Records Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall document all non-clinical studies and Clinical Trials in formal written study reports according to Applicable Laws and national and international guidelines (e.g., ICH, cGCP, cGLP, and cGMP).

  • Project Records Borrower shall: Make and keep books, records, and accounts, in such reasonable detail, so as to fully, accurately, and fairly reflect the activities of Borrower. Record the Project’s assets, liabilities, revenues, expenses, receipts and disbursements in separate accounts from any other assets, liabilities, revenues, expenses, receipts and disbursements of Borrower so as to permit the production of a Statement of Financial Position, a Statement of Profit and Loss (Statement of Activities), and a Statement of Cash Flows for Borrower in which the activities of Borrower are separately identifiable from the activities of the Operator, unless Borrower is also Operator. Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: Transactions are executed, and access to assets is permitted, only in accordance with Xxxxxxxx’s authorization; Transactions are accurately and timely recorded to permit the preparation of quarterly and annual financial reports in conformity with applicable Program Obligations; Transactions are timely recorded in sufficient detail so as to permit an efficient audit of the Borrower’s books and records in accordance with Generally Accepted Auditing Standards (GAAS), Generally Accepted Government Auditing Standards (GAGAS), and other applicable Program Obligations; and Transactions are timely recorded in sufficient detail so as to maintain accountability of the Borrower’s assets. The recorded accountability for assets shall be compared with the existing assets at reasonable intervals, but not less than annually, and appropriate action shall be taken with respect to any differences. Make the books, records and accounts of Borrower available for inspection by HUD or its authorized representatives, after reasonable prior notice, during normal business hours, at the Project or other mutually agreeable location or, at HUD’s request, shall provide legible copies of such documents to HUD or its authorized representatives within a reasonable time after HUD or its authorized representative makes a request for such documents. Include as a requirement in any operating or management contract that the books, records, and accounts of any agent of Borrower, as they pertain to the operations of the Project, shall be kept in accordance with the requirements of this Section 19 and be available for examination by HUD or its authorized representatives after reasonable prior notice during customary business hours at the Project or other mutually agreeable location or, at HUD’s request, the Management Agent shall provide legible copies of such documents to HUD or its authorized representatives within a reasonable time after HUD or its authorized representative makes the request.

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records. (b) The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations. (c) The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the Portfolio of the Fund.

  • Development Reports Beginning six months after Effective Date and ending on the date of first commercial sale of a Licensed Product in the United States, LICENSEE shall report to Cornell progress covering LICENSEE's (and Affiliate's and Sublicensee's) activities and efforts in the development of rights granted to LICENSEE under this Agreement for the preceding six months. The report shall include, but not be limited to, activities and efforts to develop and test all Licensed Products and obtain governmental approvals necessary for marketing the same. Such semi-annual reports shall be due within sixty days (60) of the reporting period and shall use the form as provided herein as Appendix C.

  • Training Records A. Employees may request a copy of their training record. The Employer will provide either a hard copy or electronic access to their training record. If an employee provides documentation to the Employer of work-related training it will be recorded in the training record or the employee personnel file. B. At the time of permanent layoff employees will be provided an opportunity to submit documentation of successfully completed training to be considered.

  • Contractor’s Books and Records Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the County for a minimum of five (5) years, or for any longer period required by law, from the date of final payment to the Contractor under this Contract. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the County.

  • Contractor’s Records The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange assigned Deputy Purchasing Agent.

  • Access to Records; Contractor Financial Records Contractor agrees that District and its authorized representatives are entitled to review all Contractor books, documents, papers, plans, and records, electronic or otherwise (“Records”), directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

  • Payrolls and basic records a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Xxxxx-Xxxxx Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Xxxxx- Xxxxx Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

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