Payment and Reports. (a) Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Pate...
Payment and Reports. (a) ITUNES shall remit payment to COMPANY for the sale of eMasters in accordance with the following: (i) the “sale” of each eMaster shall occur when such eMaster is successfully delivered by ITUNES to an end user; (ii) payments shall accrue at the time that such eMaster is sold; and (iii) for each eMaster sold, ITUNES shall pay to COMPANY an amount equal to the wholesale price for the applicable eMaster (collectively “eMaster Proceeds”).
(b) ITUNES shall pay eMaster Proceeds to COMPANY in the amount set forth in a [***] sales report reflecting all sales of eMasters and corresponding eMaster Proceeds for the particular [***] period (“Sales Report”) and in accordance with ITUNES standard business practices after the end of each [***] period during the Term; COMPANY [***] shall provide to ITUNES a valid VAT (if applicable) eMaster Proceeds invoice accurately based on such Sales Report for each currency set forth in Exhibit B hereto, and, for invoices in any currency other than Euros (e.g. GBP), such invoices shall display a foreign exchange rate to Euros, provided by ITUNES (which exchange rate is for ITUNES’ accounting purposes only and shall not affect the amount of eMaster Proceeds); and ITUNES [***] will send payment *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions. in the amount set forth in such VAT (if applicable) eMaster Proceeds invoice within [***] after invoice receipt. ITUNES will make each Sales Report available to COMPANY via the proprietary LabelConnect site (free access to which is provided by ITUNES to COMPANY during the Term pursuant to applicable terms and conditions) and will notify COMPANY via email when each Sales Report is available. ITUNES may modify the foregoing process in its reasonable discretion upon [***] written notice. For avoidance of doubt, eMaster Proceeds shall constitute COMPANY’s full consideration hereunder.
(c) ITUNES may withhold any taxes, duties, charges or levies on payments by ITUNES to COMPANY pursuant to this Agreement as may be required by applicable law, rule or regulation. ITUNES shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority. Despite the foregoing, provided COMPANY has fully satisfied all requirements to document its eligibility for a lower or zero rate of withholding tax, including, without limitation, providing ITUNES with a valid Ce...
Payment and Reports. 9.1 Licensee shall pay earned royalties to UW quarterly within thirty (30) days of March 31, June 30, September 30, and December 31 of each year.
9.2 With each payment, Licensee shall include a report setting forth such particulars of the business conducted by Licensee and any sublicensees during the preceding calendar quarter as shall be pertinent to royalty accounting as specified in this Agreement. The report shall include at least (a) the number of units of LICENSED SUBJECT MATTER manufactured, used, or sold; (b) gross amounts billed or invoiced for LICENSED SUBJECT MATTER; (c) names and. addresses of any and all sublicensees; (d) discounts and allowances; and (e) calculation of total royalties due UW. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC.
9.3 Until Licensee or any sublicensee engages in commercial use or sale of LICENSED SUBJECT MATTER, Licensee shall prepare and submit to UW within thirty (30) days of June 30 and December 31 of each year a report regarding the progress of Licensee and any sublicensees in developing LICENSED SUBJECT MA1TER for commercial exploitation. Said report shall include such particulars as are necessary to demonstrate compliance with diligence obligations set forth in the Diligence Article of this Agreement.
9.4 On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide UW with Licensee's certified financial statements for the preceding fiscal year, including, at a minimum, a Balance Sheet and an Operating Statement
9.5 All payments required under this Agreement shall be made in U.S. dollars by check or money order payable to the University of Washington, and delivered to UW as specified in this Agreement.
9.6 Licensee agrees to pay a late fee for any overdue payment due UW under terms of this Agreement. The late fee shall be computed as [***] of the outstanding, unpaid balance. The payment of such a late fee shall not foreclose or limit UW from exercising any other rights it may have as a consequence of the lateness of any payment.
Payment and Reports. Telix shall pay to Wilex, not later than [**] after the end of each Quarter, the royalties and Sublicense Income owed to Wilex under the terms of Section 3.6 and Section 3.7 (as applicable). Each such payment will be accompanied by a report in writing (the “Royalty Report”) specifying the Quarter to which such payment applies and detailing the calculation of such amount due to Wilex for such Quarter on a country-by-country basis. Except as otherwise expressly permitted in Section 3.12 with respect to taxes, all payments by Telix shall be made without set-off or deduction of any kind.
Payment and Reports. (a) LICENSEE will pay to Council, in United States dollars, not later than forty-five (45) calendar days after the end of each Quarter the royalties owed to Council under the terms of Section 3.2 Each royalty payment will be accompanied by a report in writing (the “Royalty Report”) specifying the Quarter to which such royalty payment applies and detailing the calculation of the royalties due to Council for such Quarter, including details as to: gross sales of the Licensed Product; units sold of the Licensed Product; sales and similar taxes paid; refunds made; credits provided; freight and distribution fees paid; other allowable deductions taken; reconciliation, if any, of estimated to actual sales due to timing of financial reporting; computation of Net Sales; computation of royalties; reasonable documentation regarding any amounts deducted pursuant to Section 4.2.2. Except as otherwise expressly permitted in Section 3.4 with respect to taxes, all payments by LICENSEE will be made without set-off or deduction of any kind.
Payment and Reports. 6.1 All dollar ($) amounts referred to in this Agreement are expressed in U.S. dollars. All payments to IURTC are non-refundable and, except as provided in Paragraph 5.3, non-creditable, may not be placed in escrow, and will be made in U.S. dollars by check or electronic transfer (without deduction of any transfer fees) payable solely to “Indiana University Research and Technology Corporation.”
6.1.1 Checks will be sent to: Indiana University Research and Technology Corporation 000 Xxxxxxx Xxx. Xxxxxxxxxxxx, XX 00000 The IURTC Agreement Number [***] and purpose of the payment will be included with the check.
6.1.2 Wire transfer payments will be sent to: [***] The IURTC Agreement Number [***] and purpose of the payment will be included with the wire transfer information. Spotlight will add wire transfer fees to the payment.
6.1.3 Any amounts due in currency other than U.S. dollars will be converted to U.S. dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the U.S. of the applicable payment period.
6.2 Spotlight will deliver to IURTC, with each payment made under Paragraph 6.1, a written report describing the purpose of the payment and setting forth the calculation of the payment being made to IURTC, including without limitation the following:
6.2.1 For payments under Paragraph 5.2, calculations of payments due by Spotlight, by each Affiliate extended rights under Paragraph 3.2, and by each Sublicensee on a Licensed Product-by-Licensed Product and country-by-country basis: the number of Licensed Products Sold; gross receipts for Sales; deductions as described in Paragraph 2.6, giving totals by each type; and calculation of Net Sales;
6.2.2 For payments under Paragraphs 5.2, 5.4, and 5.5, the serial numbers of the patent applications and patents of the Patent Rights that may cover each Licensed Product;
6.2.3 For payments under Paragraphs 5.2, 5.4, and 5.5, a description and list of amounts credited against the maintenance fee; and
6.2.4 For payments under Paragraph 5.4, the name of the Sublicensee paying the Sublicensing Revenue.
6.3 Spotlight will maintain complete, continuous, and accurate books of account and records sufficient to enable IURTC’s independent auditor to verify the amounts paid under this Agreement, and for otherwise verifying its and Affiliates’ granted rights under Paragraph 3.2 and Sublicensees’ performance hereunder and compliance herewith...
Payment and Reports. (a) APPLE shall remit payment to COMPANY for the sale of eMasters in accordance with the following: (i) the “sale” of each eMaster shall occur when such eMaster is successfully delivered by APPLE to an end user; (ii) payments shall accrue at the time that such eMaster is sold; and (iii) for each eMaster sold, APPLE shall pay to COMPANY an amount equal to the wholesale price for the applicable eMaster (collectively “eMaster Proceeds”).
(b) APPLE will compute eMaster Proceeds payable to COMPANY after the end of [*], and will send COMPANY a [*] eMaster Proceeds statement in accordance with Apple’s standard business practices. The eMaster Proceeds statement shall be accompanied with payment in the amount of eMaster Proceeds due within [*] after the end of each such calendar month. Such payment shall constitute full consideration for all rights granted and obligations undertaken by COMPANY hereunder.
Payment and Reports. All guaranteed minimum royalties shall be due and payable as set forth in the Agreement. Any additional royalties earned for the 12-month period, between [[dates as concerned]], less than the guaranteed minimum royalties previously paid, shall be due and payable on [[date]]. The Licensee shall provide to the Licensor a written royalty report on a monthly basis. The Licensee shall also provide the foregoing information in an electronic spreadsheet. If a currency exchange rate is necessary to calculate royalties, the Licensee shall use the closing rate of exchange on the last business day of the applicable quarterly accounting period.
Payment and Reports. 5.1 DepoTech shall notify RDF, in writing, within thirty (30) days of the date of the first commercial making, use, sale, or production employing the Assigned Proprietary Property.
5.2 DepoTech agrees that beginning with the date of the first commercial making, use, sale, or production of the Assigned Proprietary Property, RDF shall receive within sixty (60) days after the end of each of the first three fiscal quarters and within ninety (90) days after the fiscal year end:
(a) Payment of earned royalties; and
(b) A report showing the information and basis on which the earned royalties have been calculated.
5.3 All royalties payable by DepoTech shall be paid in U.S. Dollars. Conversion from currencies other than U.S. Dollars shall be at the rate of exchange used by DepoTech for its general accounting purposes, consistent with generally accepted accounting principles.
5.4 Until such time as royalties become payable pursuant to this Agreement, DepoTech agrees to make an annual report to RDF each April covering DepoTech’s progress during the previous calendar year with respect to research, development and commercialization of the Assigned Proprietary Property.
5.5 DepoTech also agrees to make a written report to RDF within ninety (90) days after the termination of this Agreement, stating in such report the royalties payable hereunder, the basis therefor, and the reason not previously reported and paid to RDF. DepoTech shall also continue to make annual reports pursuant to the provisions of this Agreement covering sales, uses, or production and the applicable earned royalties hereunderfor Assigned Proprietary Property and Products produced, during the term of this Agreement, but not sold or used until after termination thereof, until such time as all such reportable sales, uses, making, or production shall have terminated. Concurrent with the submittal of each post-termination report, DepoTech shall pay RDF all applicable royalties.
5.6 DepoTech shall keep full, true, clear and accurate records and books of account with respect to the Assigned Proprietary Property subject to royalty. Said records and books of account shall be kept by DepoTech at the usual places where their like records and books are kept and shall be retained for a period of five (5) years following the end of the calendar year to which they pertain. RDF shall have the right through its designated representatives to examine and audit, at a reasonable time, all such records and books of account...
Payment and Reports. Within five (5) days after the end of each month, Reseller shall provide Vendor with a written report specifying the number of copies of Products that Reseller has shipped during the immediately prior month and the calculation of the Promotional Fee payable pursuant to Section 10(a) above together with payment therefor. The Per Copy License Fee shall be due net fifteen (15) days from invoice by Vendor."
