Payments and Reporting. 4.1 In consideration for the rights granted to GTC hereunder: (a) On December 26, 2002 and on each anniversary of said date thereafter, GTC shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a non-refundable, annual fee of [*****]; and (b) GTC shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a royalty on the annual GTC Revenue based on the selling price per gram ("Price"), of GTC Product according to the schedule attached hereto as Appendix C, payable on a quarterly basis within thirty (30) days of the end of each calendar quarter. 4.2 GTC shall be entitled to credit the annual fee paid to Biogen, Inc. pursuant to Section 4.1(a) against the royalties payable to Biogen, Inc. pursuant to Section 4.1(b) for the same calendar year, but in no event shall any unused credit be carried over to another calendar year. 4.3 Together with each royalty payment due under this Article 4, GTC shall provide Biogen, Inc. with a signed written statement certifying, separately for each type of GTC Product and for each country, the sales volume and the Price of such GTC Product and the amount of any permitted credit or deduction. For this purpose, GTC shall maintain, and shall ensure that its ------------------------ * Confidential Treatment has been requested for the marked portion. sublicensees maintain, appropriate books of account and records of all sales for a period of two (2) years after each quarterly royalty payment. At PHARMING's request, GTC shall make such books of account and records available for inspection during normal business hours by independent public accountants appointed by PHARMING solely for the purpose of verification of the statements referred to above and under suitable confidentiality obligations. The cost of such audit shall be borne by PHARMING unless it is established by the audit that there has been an error which has caused Biogen, Inc. to receive payments less than it is due by five percent (5%) or more for the period under audit, in which case the cost of such audit shall be borne by GTC. 4.4 The amounts computed or specified under this Article 4 are the actual amounts to be received by Biogen, Inc. and shall not be reduced in any way, including but not limited to by any liabilities incurred by GTC or its sublicensees upon remittance to Biogen, Inc. of the payments due hereunder. In no event shall GTC owe PHARMING any amounts under this Agreement, it being understood that GTC shall remit all payments directly to Biogen, Inc. 4.5 All payments made hereunder shall be paid in U.S. Dollars. Monetary conversion from the currency of a foreign country into U.S. currency shall be made at the exchange rate in force on the last business day of the period for which the payments are being made as reported in THE WALL STREET JOURNAL, or on such other basis as mutually agreed upon by GTC and Biogen, Inc.
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Payments and Reporting. 4.1 In consideration for the rights granted Payments due to GTC hereunder:
(a) On December 26, 2002 and on each anniversary of said date thereafter, GTC Licensor hereunder shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a non-refundable, annual fee of [*****]; and
(b) GTC shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a royalty be computer on the annual GTC Revenue based on basis of each Contact Quarterly Term, and any and all fees due and payable to Licensor for any given Contract Quarterly Term shall be paid to Licensor within fifteen (15) days after the selling price per gram close of such Contract Quarterly Term. With each payment, Licensee shall submit a computer printout report by account, accompanied by copies of invoices by account, showing gross revenue generated from the Licensed Product during the preceding Contract Quarterly term.
4.2 Within sixty ("Price")60) days after the close of each Contract Year of this Agreement, Licensee shall submit to Licensor a statement prepared by its Chief Financial Officer showing the gross revenue, net profit and computation of GTC Product according fees due to the schedule attached hereto as Appendix CLicensor for that Contract Year.
4.3 All sales reports and fee payments due to licensor under this Agreement shall be made in U.S. Dollars.
4.4 Licensee shall keep complete and accurate records of sales from the Use of the Licensed Product and licensed marks under this Agreement, payable on a quarterly basis within which records shall be open to inspection by authorized representatives of Licensor at reasonable times during normal business hours of Licensee upon thirty (30) calendar days of the end of each calendar quarter.
4.2 GTC shall be entitled notice by Licensor to credit the annual fee paid to Biogen, Inc. pursuant to Section 4.1(a) against the royalties payable to Biogen, Inc. pursuant to Section 4.1(b) for the same calendar yearLicensee, but in no event shall any unused credit be carried over to another calendar year.
4.3 Together with not more than three (3) times each royalty payment due under this Article 4, GTC shall provide Biogen, Inc. with Contract Year. Licensor may also appoint a signed written statement certifying, separately for each type Certified Public Accountant of GTC Product and for each country, the sales volume and the Price of such GTC Product and the amount of any permitted credit or deduction. For this purpose, GTC shall maintain, and shall ensure that its ------------------------ * Confidential Treatment has been requested for the marked portion. sublicensees maintain, appropriate books of account and records of all sales for a period of two (2) years after each quarterly royalty payment. At PHARMING's request, GTC shall make such books of account and records available for inspection during normal business hours by independent public accountants appointed by PHARMING solely Licensor’s choice for the purpose of verification of the statements referred to above and under suitable confidentiality obligationsauditing Licensee relevant records. The cost of such audit Licensor shall be borne by PHARMING unless it is established by the audit that there has been an error which has caused Biogen, Inc. to receive payments less than it is due by five percent (5%) or more for the period under audit, in which case pay the cost of such audit reveals that payments made by Licensee to licensor during the times between that audit and any previous audit are more than ten (10%) percent below the fee amounts that should have been paid, in which case Licensee shall be borne by GTCpay the cost of such audit.
4.4 The amounts computed or specified under this Article 4 are the actual amounts to be received by Biogen, Inc. and shall not be reduced in any way, including but not limited to by any liabilities incurred by GTC or its sublicensees upon remittance to Biogen, Inc. of 4.5 If the payments due hereunder. In no event shall GTC owe PHARMING any amounts under this Agreement, it being understood that GTC shall remit all payments directly to Biogen, Inc.
4.5 All payments made hereunder shall be paid according to paragraph 4.1 , above, are delayed beyond the time for payments set forth in U.S. Dollars. Monetary conversion said paragraph, Licensee shall pay, without special notice from Licensor, interest assessed from the currency of a foreign country into U.S. currency shall be made at the exchange rate in force on the last business day of the period Contract Quarterly Term for which the payments are royalty payment is due, said interest being made at the rate of one (1%) percent per month, compounded, such interest being in addition to and not exclusive of any other remedies set forth in this Agreement for late payment or nonpayment.
4.6 As consideration for the rights herein granted, the Licensee undertakes and agrees to commit to the Licensor that it shall purchase and sell a minimum of one thousand (1,000) units of the product by the end of the first year since the start of its operations. As well the Licensee further engages itself to purchase and sell by the end of the second year since the start of its operations additional units of the product to achieve a minimum cumulative requirement of FIFTEEN thousand (15,000) units by the end of the second year. Finally the Licensee commits to a grand total of cumulative units purchased and sold of the product totaling a minimum of fifty thousand (50,000) units by the end of the year five since that start of its operations. If the Licensee breaches any of the terms and provisions regarding the performance clause as reported stated above, and where the Licensee fails to remedy the same within (90) days of the receipt of written notice from the Licensor informing the Licensee of the breach, then upon expiration of the (90) day period, this Agreement shall in THE WALL STREET JOURNALall respects cease and terminate, or on such other basis as mutually agreed upon by GTC and Biogen, Inc.the Licensee shall have no further rights hereunder.
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Payments and Reporting. 4.1 In consideration for the rights granted to GTC hereunder:
(a) On December 26Chembio will pay in full for Orders via wire transfer within forty-five (45) days of shipment by Adaltis. Payment shall be made by Chembio to the bank account designated herein by Adaltis, 2002 and on each anniversary to wit: Royal Bank of said date thereafterCanada 0000, GTC Xxxxxxxxx Xx Xxxxxxxxx Xxxxx (Xxxxxx) Xxxxxx X0X 0X0 Bank # : 003 Acct. No. 000-000-0 Transit No. : 02301 Chase Manhattan Bank New York Aba # : 000000000 Swift No.: XXXXXXX0 or to such other account as may be designated in writing by Adaltis from time to time. All Payments to be made pursuant to this Agreement shall pay directly be made by Chembio to Biogen, Inc. on behalf of PHARMING and GTC a non-refundable, annual fee of [*****]; andAdaltis in US dollars in accordance with the procedures established in this Section 6. Late payments shall bear interest at Prime plus three percent (Prime +3%).
(b) GTC Chembio acknowledges that the price of Peptides is subject to fluctuation and that consequently, the price set in Exhibit “E” may be adjusted from time to time. Any increase to Adaltis in the cost of the Peptides in comparison of such cost at the Effective date will be passed along to Chembio and translates into an equivalent increase in the price per milligram set in Exhibit “E”. It is understood that this increase is limited to direct cost increase and shall not include additional profit or administrative charges in favor of Adaltis. Such price adjustment will take effect immediately upon written notice given by Adaltis to Chembio and will apply to any Order placed by Chembio after such notice of price adjustment . During the 10 year term of this Agreement, Chembio shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC Adaltis a royalty on of ten percent (10%) of Net sales realized throughout the annual GTC Revenue based on the selling price per gram Territory. The royalty due hereunder shall be payable to Adaltis within sixty ("Price"), of GTC Product according to the schedule attached hereto as Appendix C, payable on a quarterly basis within thirty (3060) days of from the end of December and the end of June of each calendar quarter.
4.2 GTC shall be entitled to credit the annual fee paid to Biogen, Inc. pursuant to Section 4.1(a) against the royalties payable to Biogen, Inc. pursuant to Section 4.1(b) for the same calendar year, but in no event shall any unused credit be carried over to another calendar year.
4.3 . Together with each royalty payment Chembio shall submit to Adaltis a written statement indicating for each royalty period the Net Sales of Chembio Products and the royalty payable thereon to Adaltis. Chembio shall keep such records as are required to accurately determine under generally accepted accounting principles the Net Sales of Chembio Products and the royalty due to Adaltis under this Article 4Agreement. In addition, GTC Chembio shall provide Biogen, Inc. with a signed written statement certifying, separately for each type maintain adequate records enabling the reconciliation of GTC Product and for each country, the sales volume and records (in terms of units sold) of Chembio Products to the Price purchase from Adaltis (in terms of such GTC Product and units of Peptides purchases) of the amount Licenced Products. Such records that relate to the Net Sales of any permitted credit or deduction. For this purpose, GTC Chembio Products shall maintain, be retained by Chembio and shall ensure that its ------------------------ * Confidential Treatment has been requested for the marked portion. sublicensees maintain, appropriate books of account and records of all sales for a period of two (2) years after each quarterly royalty payment. At PHARMING's request, GTC shall make such books of account and records be made available for inspection reasonable review and/or audit during normal business hours by Adaltis in accordance with the provisions of Section 8, by an independent certified public accountants accountant appointed by PHARMING solely Adaltis and reasonably acceptable to Chembio; for the purpose purposes of verification of verifying Chembio’s accounting reports hereunder and determining the statements referred to above and under suitable confidentiality obligations. The cost correctness of such audit reports and payments to Adaltis. Said accountant shall protect the confidentiality of Chembio’s Information, execute any confidentiality agreement reasonably requested by Chembio, and abide by Chembio’s reasonable security regulations while on Chembio premises. Such records need not be retained more than one (1) year after the completion of an audit, nor more than five (5) years from the date of their origin, nor more than one (1) year after the date of termination of this Agreement. Royalty payments not audited within five (5) years shall be borne by PHARMING unless it is established by the conclusively deemed correct and not subject to audit that there has been an error which has caused Biogen, Inc. to receive or adjustment. All royalties and payments less than it is due by five percent (5%) or more for the period under audit, in which case the cost of such audit shall be borne by GTC.
4.4 The amounts computed or specified under this Article 4 are the actual amounts to be received by Biogen, Inc. and shall not be reduced in any way, including but not limited made pursuant to by any liabilities incurred by GTC or its sublicensees upon remittance to Biogen, Inc. of the payments due hereunder. In no event shall GTC owe PHARMING any amounts under this Agreement, it being understood that GTC shall remit all payments directly to Biogen, Inc.
4.5 All payments made hereunder Agreement shall be paid by Chembio to Adaltis in U.S. DollarsDollars in accordance with the procedures established in this Section 6. Monetary conversion from the currency of a foreign country conversions into U.S. currency US Dollars shall be made at the exchange rate in force on the last business day of the period for which the payments royalties are being made paid as reported in THE WALL STREET JOURNALby the Wall Street Journal, or on such other another basis as mutually agreed upon by GTC the Parties in writing. USA withholding taxes (if any) levied on account of royalties accruing under this Agreement shall be deducted from such royalty and Biogenshall be paid by Chembio to the proper taxing authority, Inc.with proof of payment being sent by Chembio to Adaltis. No other withholding payments for tax purposes or otherwise shall be made by Chembio.
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Samples: License and Supply Agreement (Trading Solutions Com Inc)
Payments and Reporting. 4.1 In consideration Licensee shall pay to PC3 a one-time non-refundable License fee for the rights granted to GTC hereunder:use the Licensed Products. The License fee is given in Attachment A.
(a) On December 26, 2002 and on each anniversary of said date thereafter, GTC 4.2 In addition Licensee shall pay directly a per unit royalty ("Royalty") to BiogenPC3 for each PC3 Module purchased from the manufacturer. The Royalty is due upon receipt of the PC3 Module for the Module manufacturer. The module fee is given in Attachment A. Licensee will prepare Purchase Orders specifying Module, Inc. on behalf quantity, and shipment schedule. This purchase order will be suppLied in dupLicate to the Module Manufacturer and PC3. PC3 will automatically, within 7 days, notify the Module Manufacturer to permit it to produce and sell to Licensee the requested quantity of PHARMING PC3 Modules. These request can be in the form of a "blanket" purchase order releasing specified quantities vaLid for a specified period. It shall be Licensee's responsibiLity to arrange for payment and GTC a non-refundableterms for the PC3 Modules with the Module Manufacturer. With respect to the payment of Royalties, annual fee it shall be Licensee responsibiLity to document shipments of [*****]; and
(b) GTC PC3 Modules with receiving records. Without this documentation and not with standing section 4.7, Royalties shall pay directly to Biogen, Inc. on behalf of PHARMING and GTC a royalty be due on the annual GTC Revenue projected receive date specified in the release Purchase Order.
4.3 Where (if) Licensee is required to withhold taxes imposed by appropriate governmental authorities based on the selling price per gram ("Price")use of PC3 Property Rights of PC3 Technology, Licensee shall pay all taxes as required. All Royalties are due in full exclusive of GTC Product according to the schedule attached hereto as Appendix C, payable on a quarterly basis any withholding taxes or other taxes.
4.4 Royalties shall be paid within thirty (30) days of the their due date as defined in Section 4.2.
4.5 Royalties shall be calculated and paid in U.S. Dollars wire transferred to a bank designated by PC3.
4.6 Licensee shall send to PC3, within thirty 30 days of the end of each calendar quarteryear, a yearly declaration, which contains statements setting forth the number of Licensed Products purchased by Licensee and for which Royalties are due.
4.2 GTC 4.7 PC3 shall be entitled have the right to credit the annual fee paid examine and audit Licensee records relating to Biogen, Inc. pursuant to Section 4.1(a) against the royalties payable to Biogen, Inc. pursuant to Section 4.1(b) for the same calendar year, but in no event shall any unused credit be carried over to another calendar year.
4.3 Together with each royalty payment payments due under this Article 4Agreement at PC3's expense upon reasonable notice during reasonable business hours, GTC shall provide Biogenprovided that such examination and audit may be performed only by an independent certified pubLic accountant selected by PC3 ("CPAA") and no more frequently than once in any twelve month period, Inc. with a signed written statement certifying, separately for each type of GTC Product and for each country, the sales volume and the Price of except that if such GTC Product and audit reveals that Royalties in the amount of any permitted credit or deduction. For this purpose, GTC shall maintain, and shall ensure that its ------------------------ * Confidential Treatment has been requested for the marked portion. sublicensees maintain, appropriate books of account and records of all sales for a period of two (2) years after each quarterly royalty payment. At PHARMING's request, GTC shall make such books of account and records available for inspection during normal business hours by independent public accountants appointed by PHARMING solely for the purpose of verification of the statements referred to above and under suitable confidentiality obligations. The cost of such audit shall be borne by PHARMING unless it is established by the audit that there has been an error which has caused Biogen, Inc. to receive payments less than it is due by five percent per cent (5%) or more for of their total Royalties payable by Licensee during the period under auditaudited are found to be owing and unpaid, in which case the cost expense of such the relevant audit shall be borne paid by GTC.
4.4 The amounts computed or specified under this Article 4 are Licensee and PC3's CPA shall have the actual amounts right to audit Licensee records again within such twelve month period. Any payments found owing from any audits shall be received by Biogen, Inc. and shall not be reduced in any way, including but not limited promptly paid to by any liabilities incurred by GTC or its sublicensees upon remittance to Biogen, Inc. PC3 plus interest at the rate of the payments due hereunder. In no event shall GTC owe PHARMING any amounts under this Agreement, it being understood that GTC shall remit all payments directly to Biogen, Inc.
4.5 All payments made hereunder shall be paid in U.S. Dollars. Monetary conversion Bank of America prime from the currency of a foreign country into U.S. currency shall be made at the exchange rate in force on the last business day of the period for which the date such payments are being made as reported in THE WALL STREET JOURNAL, or on such other basis as mutually agreed upon by GTC and Biogen, Inc.were due.
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