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Common use of Payments and Reporting Clause in Contracts

Payments and Reporting. (a) Royalty payments, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty (60) days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, within sixty (60) days after the end of each Agreement Quarter, a report setting forth in reasonable detail the calculation of Derm Gross Sales for such Agreement Quarter, and the calculation of Ventiv's compensation under Section 10 with respect to such period and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year. (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross Sales and the basis for calculating the compensation paid by WFHC to Ventiv hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's payments to the other under this Agreement were less than the amount which should have been paid, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) days after the other party's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Sales and Marketing Agreement (Women First Healthcare Inc)

Payments and Reporting. (a) Royalty paymentsBMS shall furnish WFHC, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty (60) 60 days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, (within sixty (60) 90 days after at the end of each Agreement QuarterYear), a report setting forth in reasonable detail the calculation of Derm Gross Net Sales Attributable to Covered Physicians for such Agreement QuarterQuarter (and Agreement Year), and the calculation of VentivWFHC's compensation under Section 10 11 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross detail call activity of WFHC, the Net Sales attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to WFHC to Ventiv hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyBMS, it is shown that such party's BMS' payments to the other WFHC under this Agreement were less than the amount which should have been paid, then the audited party BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) 30 days after WFHC's demand therefor. If, as a result of any inspection of the other party's books and records of WFHC, it is shown that BMS' reimbursements for costs associated with Funded Activities to WFHC under this Agreement were more than the amount which should have been paid, then WFHC shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS' demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Copromotion Agreement (Women First Healthcare Inc)

Payments and Reporting. (a) Royalty paymentsQuestcor shall furnish VSL, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty (60) 30 days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, (within sixty (60) 60 days after at the end of each Agreement QuarterYear), a report setting forth in reasonable detail details the calculation of Derm Gross Net Sales for such the Agreement Quarter, Quarter and the calculation of Ventiv's compensation under Section 10 the Quarterly Net Sales Payment, the Quarterly Net Sales Commission, and the Quarterly Reimbursement with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party as designated by it in writing from time to time. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) The During the Term and for two (2) years following any expiration or termination of the Term, the parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross Net Sales and the basis for calculating the compensation paid by WFHC to Ventiv hereundercharged costs. Either party may demand an audit of the other party's ’s relevant books and records in order to verify the other's ’s reports on the aforesaid matters. Upon matter upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once twice each calendar year during the Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's ’s payments or declaration of costs to the other under this Agreement were less than the amount which should have been paidpaid or charged, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty seven (307) days after the other party's ’s demand therefortherefore. Any such late payments or any other late payments under this Agreement shall bear interest at a rate of 1.5% per month, 18% per annum, until paid. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in questionquestion (or the costs charged were more than the costs which should have been charged), the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Promotion Agreement (Questcor Pharmaceuticals Inc)

Payments and Reporting. (a) Royalty paymentsWFHC shall furnish Essentia, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty (60) 60 days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, (within sixty (60) 90 days after at the end of each Agreement QuarterYear), a report setting forth in reasonable detail the calculation of Derm Gross Net Esclim(TM) Sales Attributable to Covered Physicians for such Agreement QuarterQuarter (and Agreement Year) and the calculation of Net ORTHO-EST(R) Sales Attributable to Covered Physicians for such Agreement Quarter (and Agreement Year), and the calculation of VentivEssentia's compensation under Section 10 11 with respect to such period (and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Year). (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross Net Esclim(TM) Sales Attributable to Covered Physicians, the Net ORTHO-EST(R) Sales Attributable to Covered Physicians and the basis for calculating the compensation paid by WFHC to Ventiv Essentia hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof and, in the case of the Esclim(TM) Product, the independent accountants of Laboratoires Fourxxxx X.X. xxxll have access to the books and records of Essentia in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC for the ProductProducts. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either party, it is shown that such party's payments to the other under this Agreement were less than the amount which should have been paid, then the audited party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) 30 days after the other party's demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Copromotion Agreement (Women First Healthcare Inc)

Payments and Reporting. (a) Royalty paymentsAPOTHECON shall furnish WCI, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty fifteen (6015) days after the end of each Agreement Quarter during the Term. In addition, WFHC shall furnish Ventiv, within sixty (60) days after the end of each Agreement Quartermonth, a report setting forth in reasonable detail the calculation of Derm Gross Sales for such Agreement Quarter, and the calculation of VentivWCI's compensation under Section 10 with respect to such period period, including the calculation of gross to net sales (and, in addition to a report for the fourth Agreement QuarterDecember, a report with respect to the entire Agreement Year). (b) All Compensation due WCI (or payments to a party due APOTHECON) under this Agreement Section 10 shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to timepaid within [REDACTED] days after each Agreement Quarter. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross Sales WCI's performance hereunder and the basis for calculating the compensation paid by WFHC APOTHECON to Ventiv WCI hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year quarter during the Copromotion Term and only for a period until two (2) years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC APOTHECON for the ProductProducts. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyAPOTHECON, it is shown that such partyAPOTHECON's payments to the other WCI under this Agreement were less than the amount which should have been paid, then the audited party APOTHECON shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) 30 days after WCI's demand therefor. If, as a result of any inspection of the other partybooks and records of WCI, it is shown that APOTHECON's funding of costs associated with its funding obligations under this Agreement were more than the amount which should have been paid, then WCI shall reimburse APOTHECON for the discrepancy revealed by said inspection within 30 days after APOTHECON's demand therefor. Furthermore, if the payments were more or less than the amount which should have been paid by an amount in excess of five [REDACTED] percent (5%) [REDACTED] of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its documented out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Copromotion Agreement (Warner Chilcott PLC)

Payments and Reporting. (a) Royalty paymentsA. WCL shall furnish to BMS a written report covering each Agreement Quarter, including showing the amounts payable under Section 10(d) above, shall be calculated gross sales price and paid within sixty (60) days after the end Net Sales Price of all Product sold by WCL during each Agreement Quarter during and the Termroyalties which shall have accrued. In addition, WFHC Said reports shall furnish Ventiv, within sixty be due on the forty-fifth day (6045th) days after day following the end close of each Agreement Quarter, a report setting forth in reasonable detail the calculation of Derm Gross Sales . In case no royalty is due for such any Agreement Quarter, and the calculation of Ventiv's compensation under Section 10 with respect to such period and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement YearWCL shall so report. (bB. Royalties shown to have accrued by each of the royalty reports provided for under Article VI(A) All payments to a party under of this Agreement shall be made by wire transfer in immediately available funds in legal currency of due and payable on the United States and shall be delivered to the account of date such party designated by it in writing from time to time. royalty report is due. Amounts payable under Articles V(A)(1)(a) through (c) shall be due and payable on the forty-fifth day (45th) following each of the three respective twelve month periods following the Commercial Launch of the Product. C. The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross Sales and the basis for calculating the compensation or other payments paid by WFHC WCL to Ventiv BMS hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports and/or invoices on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Agreement Term and only for a period until two (2) years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS or its Affiliates for Ovcon(R)35 or by WCL for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyWCL, it is shown that such partyWCL's payments to the other BMS under this Agreement were less than the amount which should have been paid, then the audited party WCL shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) 30 days after BMS's demand therefor. If, as a result of any inspection of the other partybooks and records of BMS, it is shown that WCL's payments to BMS under this Agreement were more than the amount which should have been paid, then BMS shall reimburse WCL for the discrepancy revealed by said inspection within 30 days after WCL's demand therefor. Furthermore, if the payments were more or less than the amount which should have been paid by an amount in excess of five [REDACTED] percent (5%) [REDACTED] of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-of- pocket costs of such inspection.

Appears in 1 contract

Samples: License Agreement (Warner Chilcott PLC)

Payments and Reporting. (a) Royalty payments, including the amounts payable under Section 10(d) above, shall be calculated and paid within sixty (60) days after the end of each Agreement Quarter during the Term. In addition, WFHC BMS shall furnish VentivWFHC, within sixty (60) 60 days after the end of each Agreement Quarter, a report setting forth in reasonable detail the calculation of Derm Gross Net Sales Attributable to Covered Physicians for such Agreement Quarter, and the calculation of VentivWFHC's compensation under Section 10 11 with respect to such period and, in addition to a report for the fourth Agreement Quarter, with respect to the entire Agreement Yearperiod. (b) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (c) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the Gross detail call activity of WFHC, the Net Sales attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to WFHC to Ventiv hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be auditedstudied, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only until two (2) years after the relevant period in question. The accountants shall be entitled to report their its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices, discounts, rebates, or other terms of sale charged by WFHC BMS for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of either partyBMS, it is shown that such party's BMS' payments to the other WFHC under this Agreement were less than the amount which should have been paid, then the audited party BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) 30 days after WFHC's demand therefor. If, as a result of any inspection of the other party's books and records of WFHC, it is shown that BMS' reimbursements for costs associated with Funded Activities to WFHC under this Agreement were more than the amount which should have been paid, then WFHC shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS' demand therefor. Furthermore, if the payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the payments actually made during the period in question, the party responsible for the discrepancy shall also reimburse the auditing party for its out-of-pocket costs of such inspection.

Appears in 1 contract

Samples: Copromotion Agreement (Women First Healthcare Inc)