PAYMENTS, REPORTS AND AUDITS of the Licence Agreement is hereby incorporated by reference herein as if restated in its entirety herein.
PAYMENTS, REPORTS AND AUDITS. 1. COMPANY shall keep true and accurate records of gross sales of the PRODUCT by COMPANY, its AFFILIATES or permitted sub-licensees, the items deducted from the gross amount in calculating the NSP, the NSP and the royalties payable to ELAN under Article V hereof. COMPANY shall deliver to ELAN a written statement thereof within sixty (60) days following the end of each calendar quarter (or any part thereof in the first or last calendar quarter of this Agreement) for such calendar quarter. The said written statements shall set forth on a country-by-country basis, the calculation of the NSP from gross revenues during that calendar quarter, the applicable percentage rate, and a computation of the sums due to ELAN (“the Statement”). The parties’ financial officers shall agree upon the precise format of the Statement.
2. Payments due on NSP of the PRODUCT based on sales amounts in a currency other than United States Dollars shall first be calculated in the foreign currency and then converted to United States Dollars on the basis of the exchange rate in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. effect for the purchase of United States Dollars with such foreign currency quoted in the Wall Street Journal (or comparable publication if not quoted in the Wall Street Journal) with respect to the sale of currency of the country of origin of such payment for the day prior to the date on which the payment by COMPANY is being made.
3. Any income or other taxes which COMPANY and ELAN, if applicable, is required by law to pay or withhold on behalf of the receiving party with respect to royalties and any other monies payable to such party under this Agreement shall be deducted from the amount of such NSP payments, royalties and other monies due. COMPANY and ELAN, if applicable, shall furnish the receiving party with proof of such payments. Any such tax required to be paid or withheld shall be an expense of and borne solely by the receiving party. COMPANY and ELAN, if applicable, shall promptly provide the receiving party with a certificate or other documentary evidence to enable the receiving party to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by the paying party. Both parties will reasonably cooperate in completing and fili...
PAYMENTS, REPORTS AND AUDITS. In accordance with its ordinary business practice, Xxxxxx shall keep true and accurate records of gross sales of the Product, the items deducted from the gross amount in calculating the NSP, the NSP and the royalties payable to Elan under Clause 10. Xxxxxx shall deliver to Elan a written statement (“the Statement”) thereof within 28 days following the end of each calendar quarter, (or any part thereof in the first or last calendar quarter of this Agreement) for such calendar quarter. The Statement shall outline the calculation of the NSP from gross revenues during that calendar quarter, the applicable percentage rate, the units of Product sold, marketing, selling and distribution expenses allocated to the Product and a computation of the sums due to Elan. The format of the Statement shall be as provided in Schedule 6.
PAYMENTS, REPORTS AND AUDITS. 5.1. If Licensee fails to make any payment required under this Agreement on or before the due date, Licensee agrees to pay interest on such amount at an annual rate of two (2%) more than the greatest prime rate announced by Citibank NA or its successor as published in the Wall Street Journal at any time during the period when such payment is due. Such interest shall accrue from the date the payment was due until the date such payment is paid in full. If such rate exceeds the rate allowed by applicable law, then the highest rate allowed by law shall apply.
PAYMENTS, REPORTS AND AUDITS. 9.1 With reference to Clause 5.3, Zealand and/or Betacure shall keep true and accurate records of Net Revenues and Net Sales and any deductibles made in calculating same. Where Zealand and/or Betacure has Net Revenues and/or Net Sales, Zealand and/or Betacure shall deliver to Shiprock Holdings a written statement (the “Statement”) thereof within 45 days following the end of each calendar quarter (or any part thereof). The financial officers of Shiprock Holdings and Zealand and/or Betacure shall agree upon the precise format of the Statement.
PAYMENTS, REPORTS AND AUDITS. LIGAND shall keep true and accurate records of gross sales of the PRODUCT, the items deducted from the gross amount in calculating the NSP, the NSP and the royalties payable to ELAN under Clause 10. LIGAND shall deliver to ELAN a written statement ("the STATEMENT") thereof within 45 days following the end of each calendar quarter, (or any part thereof in the first or last calendar quarter of this Agreement) for such calendar quarter. The STATEMENT shall outline on a country-by-country basis, the calculation of the NSP from gross revenues during that calendar quarter, the applicable percentage rate, and a computation of the sums due to ELAN (i.e. the price of the PRODUCT determined in accordance with Clause 10.3.1 less [**********]). The parties' financial officers shall agree upon the precise format of the STATEMENT.
PAYMENTS, REPORTS AND AUDITS. 13.1 With reference to Clause 5, Amarin shall keep true and accurate records of Net Sales (and any deductibles made in calculating same), Third Party Royalties and Third Party Milestone Payments.
13.2 Any income or other taxes which Amarin is required by law to pay or withhold on behalf of the Developer with respect to any monies payable to the Developer under this Agreement shall be deducted from the amount of such monies due. Any such tax required to be paid or withheld shall be an expense of and borne solely by the Developer. Amarin shall promptly provide the Developer with a certificate or other documentary evidence to enable the Developer to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by Amarin.
13.3 For the 90 day period following the close of each financial year, Amarin will, in the event that the Developer reasonably requests such access, provide the Developer’s independent certified accountants (reasonably acceptable to Amarin) with access, during regular business hours and subject to the confidentiality provisions as contained in this Agreement, to Amarin’s books and records relating to the Developer Invention, solely for the purpose of verifying the accuracy and reasonable composition of the calculations hereunder for the financial year then ended.
13.4 In the event of a discovery of a discrepancy which exceeds five per cent (5%) of the amount due for any period, the cost of such audit shall be borne by Amarin; otherwise, such cost shall be borne by the Developer.
13.5 Payment of monies due under this Agreement shall be made by Amarin to the Developer within 30 days of becoming due.
13.6 All sums payable by Amarin to the Developer shall be paid in pounds sterling by wire transfer to the Developer’s designated account. Where a sum is calculated according to payments received by Amarin in one or more other currencies, the pound sterling amount payable shall be calculated by reference to the average mid-price exchange rate between the local currencies and the pound sterling over the calendar quarter during which such payment becomes due by reference to the applicable rates published in The Financial Times.
13.7 Amarin shall pay interest to the Developer on sums not paid to the Developer on the date on which payment should have been made pursuant to the applicable provisions of this Agreement (“Due Date”) over the period from the Due Date until the date of actual payment (both before and ...
PAYMENTS, REPORTS AND AUDITS. The following terms and conditions shall apply to Royalty Payments under this Agreement:
PAYMENTS, REPORTS AND AUDITS. GEMINI shall keep true and accurate records of gross sales of each of the PRODUCTS, the items deducted from the gross amount in calculating the NET SALES PRICE and the NET INCOME, the NET SALES PRICE and the royalties payable to ELAN under Clause 7. GEMINI shall deliver to ELAN a written statement ("the STATEMENT") thereof within 45 days following the end of each calendar quarter, (or any part thereof in the first or last calendar quarter of this Agreement) for such calendar quarter. The STATEMENT shall outline, on a country-by-country basis, the calculation of the NET SALES PRICE and the NET INCOME from gross revenues during that calendar quarter, the applicable percentage rate, and a computation of the sums due to ELAN. The Parties' financial officers shall agree upon the precise format of the STATEMENT.
PAYMENTS, REPORTS AND AUDITS. 6.1 MAP shall keep true and accurate records of gross sales of Product, the items deducted from the gross amount in calculating the Net Sales and the royalties payable to EPIL under Clause 5. MAP shall deliver to EPIL a written statement (the “Statement”) thereof within 45 days following the end of each calendar quarter, (or any part thereof in the first or last calendar quarter of this Agreement) for such calendar quarter. The Statement shall outline the calculation of the Net Sales from gross revenues during that calendar quarter, the applicable percentage rate, and a computation of the sums due to EPIL.
6.2 The Parties will reasonably cooperate in completing and filing documents required under the provisions of any applicable tax treaty or under any other applicable law, in order to enable MAP to make payments to EPIL without any deduction or withholding. In the event MAP is required by law to pay or withhold any income or other taxes on behalf of EPIL, with respect to royalties and any other monies payable to EPIL under this Agreement such payments shall be deducted from the amount of such royalties and other monies due. MAP shall furnish EPIL with proof of such payments. Any such tax required to be paid or withheld shall be an expense of and borne solely by EPIL. MAP shall promptly provide EPIL with a certificate or other documentary evidence to enable EPIL to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by MAP.
6.3 Payment of royalties shall be made by MAP to EPIL at the time MAP provides the Statement. All payments due hereunder shall be made in U.S. Dollars. For royalty payments, when calculating the Net Sales for countries other than the U.S., MAP shall convert the amount of such sales in currencies other than U.S. Dollars into U.S. Dollars on the basis of the average exchange rate in effect for the purchase of $ with such foreign currency quoted in the Wall Street Journal (or comparable publication if not quoted in the Wall Street Journal) over the ten (10) business days prior to the end of the relevant quarter. All payments due hereunder shall be made to the designated bank account of EPIL in accordance with such timely written instructions, as EPIL shall from time to time provide. All payments due hereunder shall be made to the designated bank account of EPIL in accordance with such timely written instructions as EPIL shall from time to time provide. Payments made by MAP for goods and...
