Common use of PAYMENTS AND REPORT Clause in Contracts

PAYMENTS AND REPORT. 6.1 Within thirty (30) days after the end of each QUARTER YEAR, LICENSEE shall furnish to YALE a written report setting forth the NET SALES and the EARNED ROYALTIES payable thereon, accompanied by full payment of such EARNED ROYALTIES. 6.2 The reports required by this Article VI shall be certified by an officer of LICENSEE to be correct to the best of LICENSEE's knowledge and information. Each report shall be accompanied by LICENSEE's payment of the full amount due, less any taxes required by a governmental agency to be withheld therefrom; provided, however, that YALE shall have the right to contest any such taxes and LICENSEE shall provide reasonable assistance with respect thereto. All royalties shall be paid to YALE in U.S. dollars, and in full. In the event that conversion from foreign currency is required in calculating a royalty payment hereunder, the exchange rate used shall be the rate in effect at the end of the last business day of the month just prior to the date payment is required to be made hereunder as published in the Wall Street Journal. 6.3 If this Agreement should be terminated at any time other than at the end of a QUARTER YEAR or ROYALTY YEAR, the last report and payment shall be made within sixty (60) days after the effective date of such termination, and shall include any EARNED ROYALTIES prorated to the date of termination. If the amount of LICENSEE's or any SUBLICENSEE's existing inventory of LICENSED PRODUCTS which had been manufactured but not sold up to the date of termination exceeds a thirty (30) day supply, LICENSEE shall provide YALE with a report setting forth the amount of such inventory at the date of termination, and may elect to continue to render QUARTER YEAR reports on the sales of such existing inventory and to make payments as though the Agreement were still in effect; provided, however, that in any event, LICENSEE shall complete payment of EARNED ROYALTIES thereon within one year from the effective date of termination.

PAYMENTS AND REPORT. 6.1 5.1 Within thirty sixty (3060) days after the end of each QUARTER YEAR, LICENSEE shall furnish to YALE a written report setting forth separately as to LICENSEE and each of its sublicensees, the NET SALES by country of manufacture (and if made in a country in which there are no LICENSED PATENTS, by country in which sold) and the EARNED ROYALTIES payable thereon, accompanied by full payment of such EARNED ROYALTIES. 6.2 5.2 Minimum Royalty Payments due for the year as specified in Article 4.4 shall be paid in equal quarterly installments and shall accompany the report specified in Article 5.1 The Minimum Royalty Payment due for any QUARTER YEAR shall he reduced by the amount of EARNED ROYALTIES otherwise due and paid in such QUARTER YEAR and, except the xxxxx QUARTER YEAR shall be further reduced by the amount by which the EARNED ROYALTIES of the prior QUARTER YEAR exceed the Minimum Royalty Payment due in the QUARTER YEAR in question. 5.3 The reports required by this Article VI V shall be certified signed and attested to by an officer or his designee of LICENSEE or its subsidiary to be correct to the best of LICENSEE's 'S knowledge and information. Each report shall be accompanied by LICENSEE's 'S payment of the full amount due, less any taxes required by a governmental agency to be withheld therefrom; provided, however, that YALE shall have the right to contest any such taxes and LICENSEE shall provide reasonable assistance with respect thereto. All royalties shall be paid to YALE in U.S. dollars, and in fullU.S Dollars. In the event that conversion from a foreign currency is required in calculating a royalty payment hereunder, the exchange rate used shall be the rate in effect at the end of the last business day of the month just prior to the date payment is required to be made hereunder applicable QUARTER YEAR as published in the The Wall Street Journal, or if conversion cannot legally be made, the EARNED ROYALTIES shall be deposited in a bank accepting such currency for which conversion is blocked, in an account naming YALE as the owner. 6.3 5.4 If this Agreement AGREEMENT should be terminated at any time other than at the end of a QUARTER YEAR or ROYALTY YEAR, the last report and payment shall be made within sixty (60) days after the effective date of such termination, and shall include any EARNED ROYALTIES and any Minimum Royalty Payments prorated to the date of termination. If the amount of LICENSEE's or any SUBLICENSEE's 'S existing inventory of LICENSED PRODUCTS OR SERVICES which had been manufactured but not sold up to the date of termination exceeds a thirty sixty (3060) day supply, . LICENSEE shall provide YALE with a report setting forth the amount of such inventory at the date of termination, and may elect to continue to render QUARTER YEAR reports on the sales of such existing inventory and to make payments as though the Agreement AGREEMENT were still in effect; : provided, however, that in any event, LICENSEE shall complete payment of EARNED ROYALTIES thereon within one (1) year from the effective date of terminationtermination and LICENSEE shall destroy any such remaining inventory and certify such destruction to YALE.

PAYMENTS AND REPORT. 6.1 5.01 Within thirty (30) 30 days after the end of each QUARTER YEAR, LICENSEE shall furnish to YALE a written report setting forth the NET SALES and the EARNED ROYALTIES ROYALTIES, PURE SUBLICENSE PAYMENTS and VALUE ADDED SUBLICENSE PAYMENTS (the "AGGREGATE ROYALTIES") payable thereon, accompanied by full payment of such EARNED ROYALTIESROYALTIES and PAYMENTS. 6.2 5.02 In the event that the AGGREGATE ROYALTIES paid to YALE for any ROYALTY YEAR exceed the minimum royalty payments due for such year, the amount by which such AGGREGATE ROYALTIES exceeds the minimum royalty payment shall be credited against LICENSEE's future obligations to pay minimum royalties for the next succeeding ROYALTY YEAR that actually arise pursuant to this Section 5.02, but in no case shall reduce payment of AGGREGATE ROYALTIES. In the event that the AGGREGATE ROYALTIES for any ROYALTY YEAR are less than the minimum royalty payments due for such year, then LICENSEE shall include with the last report furnished under Section 5.01 for such ROYALTY YEAR payment of the difference (the "RESIDUAL ROYALTY PAYMENT") between the AGGREGATE ROYALTIES for such ROYALTY YEAR and the applicable minimum royalty payment. LICENSEE may credit any RESIDUAL ROYALTY PAYMENT made to YALE hereunder against future obligations for the next succeeding ROYALTY YEAR to pay AGGREGATE ROYALTIES to YALE, until exhausted in full; provided, however, for the avoidance of doubt, such RESIDUAL ROYALTY PAYMENT may not be used to reduce the total of AGGREGATE ROYALTIES and MINIMUM ROYALTY PAYMENT in any such succeeding ROYALTY YEAR below the * figure specified in Section 4.06(j). * CONFIDENTIAL TREATMENT REQUESTED 5.03 The reports required by this Article VI V shall be certified by an officer of LICENSEE to be correct to the best of LICENSEE's knowledge and information. Each report shall be accompanied by LICENSEE's payment of the full amount due, less any taxes required by a governmental agency to be withheld therefrom; provided, however, that YALE shall have the right to contest any such taxes and LICENSEE shall provide reasonable assistance with respect thereto. All royalties shall be paid to YALE in U.S. dollars, and in full. In the event that conversion from foreign currency is required in calculating a royalty payment hereunder, the exchange rate used shall be the rate in effect at the end of the last business day of the month just prior to the date payment is required to be made hereunder as published in the Wall Street Journal. 6.3 5.04 If this Agreement should be terminated at any time other than at the end of a QUARTER YEAR or ROYALTY YEAR, the last report and payment shall be made within sixty (60) 60 days after the effective date of such termination, and shall include any EARNED ROYALTIES ROYALTIES, PURE SUBLICENSE PAYMENTS and VALUE ADDED SUBLICENSE PAYMENTS prorated to the date of termination. If the amount of LICENSEE's or any SUBLICENSEE's existing inventory of LICENSED PRODUCTS which had been manufactured but not sold up to the date of termination exceeds a thirty (30) 30 day supply, LICENSEE shall provide YALE with a report setting forth the amount of such inventory at the date of termination, and may elect to continue to render QUARTER YEAR reports on the sales of such existing inventory and to make payments as though the Agreement were still in effect; provided, however, that in any event, LICENSEE shall complete payment of EARNED AGGREGATE ROYALTIES thereon within one year from the effective date of termination.

PAYMENTS AND REPORT. 6.1 5.1 Within thirty (30) days after the end of each QUARTER YEAR, LICENSEE shall furnish to YALE a written report setting forth the NET SALES and the EARNED ROYALTIES payable thereon, accompanied by full payment of such EARNED ROYALTIES. 6.2 5.2 The reports required by this Article VI V shall be certified by an officer of LICENSEE to be correct to the best of LICENSEE's knowledge and information. Each report shall be accompanied by LICENSEE's payment of the full amount due, less any taxes required by a governmental agency to be withheld therefrom; provided, however, that YALE shall have the right to contest any such taxes and LICENSEE shall provide reasonable assistance with respect thereto. All royalties shall be paid to YALE in U.S. dollars, and in full. In the event that conversion from foreign currency is required in calculating a royalty payment hereunder, the exchange rate used shall be the rate in effect at the end of the last business day of the month just prior to the date payment is required to be made hereunder as published in the Wall Street Journal. 6.3 5.3 If this Agreement should be terminated at any time other than at the end of a QUARTER YEAR or ROYALTY YEAR, the last report and payment shall be made within sixty (60) days after the effective date of such termination, and shall include any EARNED ROYALTIES prorated to the date of termination. If the amount of LICENSEE's or any SUBLICENSEE's existing inventory of LICENSED PRODUCTS which had been manufactured but not sold up to the date of termination exceeds a thirty (30) day supply, LICENSEE shall provide YALE with a report setting forth the amount of such inventory at the date of termination, and may elect to continue to render QUARTER YEAR reports on the sales of such existing inventory and to make payments as though the Agreement were still in effect; provided, however, that in any event, LICENSEE shall complete have no obligation to make payment of EARNED ROYALTIES thereon within after one year from the effective date of termination.