Common use of Record Keeping Clause in Contracts

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 6 contracts

Samples: License Agreement (Fate Therapeutics Inc), License Agreement (Fate Therapeutics Inc), License Agreement (Fate Therapeutics Inc)

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Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) month periodshall take all steps necessary so that UFRF may, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more frequently than once two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Appears in 6 contracts

Samples: Standard Exclusive License Agreement (ViewRay, Inc.), Standard Exclusive License Agreement (ViewRay, Inc.), Standard Exclusive License Agreement (ViewRay, Inc.)

Record Keeping. Licensee shall 7.1 Company agrees to keep, and shall to require its Affiliates and Sublicensees sublicensees to keep, accurate and correct records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as under this Agreement appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies payments due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsCHOP. Such records shall be retained for at least five (5) [**] years following the end of the a given reporting period to which such records relateperiod. Such The records shall be available made available, [**], at the request of CHOP during normal business hours for examination and copying inspection at the expense of CHOP by an independent certified public accounting firm accountant or other designated auditor selected by TSRI CHOP (and reasonably acceptable to Licensee Company) for the sole purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreementhereunder Company may only object to an auditor selected by CHOP for good cause shown. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination If an inspection shows an underreporting or underpayment in excess of [**] percent ([*] or more *]%) for any twelve (12) month period, then Licensee Company shall pay reimburse CHOP for the cost of such examination (the inspection at the time Company pays the unreported royalties, including without limitation TSRI’s attorney’s fees, accountants fees and other costs), any late charges as well as any additional required by this Agreement. All payments that would have been payable to TSRI required under this Agreement had Licensee reported correctly, plus interest Paragraph shall be due within [**] days of the date CHOP provides Company notice of the payment due. Late charges will be assessed by CHOP on such sum any undisputed overdue payments at the a rate of [**] percent ([*] *]%) per month. All payments The payment of such late charges shall not prevent CHOP from exercising any other rights it may have as a consequence of the lateness of any payment. 7.2 Company shall report to CHOP the date of the First Commercial Sale in each country in the Licensed Territory within [**] days of such occurrence. 7.3 Company shall submit to CHOP within [**] days after each calendar quarter ending March 31, June 30, September 30, and December 31 a royalty report setting forth for the preceding quarterly period the amount of the Licensed Products sold by or on behalf of Company or by an Affiliate or a sublicensee in each country within the Licensed Territory the Net Sales, and the amount of royalty or other payment accordingly due. With each such royalty report, Company shall submit payment of the earned royalties due. If no earned royalties are due hereunder to CHOP for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of Company and shall include a detailed listing of all deductions made within thirty (30) days of Licensee’s receipt of under Paragraph 2.11 to determine Net Sales made under Article 6 to determine royalties due. 7.4 Company agrees to forward to CHOP a copy of quarterly royalty reports received by Company from its Affiliates and sublicensees during the audit reportpreceding quarterly period as shall be pertinent to a royalty accounting to CHOP by Company for activities under the sublicense. 7.5 Royalties and Milestones due under Articles 6 and 7 shall be paid in U.S. dollars. TSRI may exercise For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York stock exchange rate quoted in The Wall Street Journal on the day that the payment is due. Any loss of exchange value taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by Company. The royalty report required by paragraph 7.3 of this Agreement shall accompany each such payment and a copy of such report shall also, be mailed to CHOP at its audit rights address for notices indicated on the Signature Page of this Agreement. 7.6 If Company is required by law to pay or withhold any income or other taxes on behalf of CHOP with respect to any monies payable to CHOP under this Section 7 no more frequently than once Agreement: (a) Company shall deduct them from the amount of such monies due; (b) any such tax required to be paid or withheld shall be an expense of and borne solely by CHOP; and (c) Company promptly provide CHOP with a certificate or other documentary evidence to enable CHOP to support a claim for a refund or a foreign tax credit. 7.7 Company and CHOP agree to co-operate in all respects necessary to take advantage of any calendar yeardouble taxation agreements or similar agreements as may, from time to time, be available in order to enable Company to make such payments to CHOP without any deduction or withholding.

Appears in 5 contracts

Samples: License Agreement, License Agreement (Spark Therapeutics, Inc.), License Agreement (Spark Therapeutics, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that FSURF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of FSURF as well as by any attorneys and/or accountants designated by FSURF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.4.1. If a royalty payment deficiency for a calendar year exceeds [***] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying FSURF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, FSURF may request in writing that Licensee verify the calculation of any past payments owed to FSURF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to FSURF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay FSURF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.4.1 with the submission of the self-audit report to FSURF.

Appears in 3 contracts

Samples: Standard Exclusive License Agreement (Spotlight Innovation Inc.), Standard Exclusive License Agreement (Spotlight Innovation Inc.), Standard Exclusive License Agreement (Spotlight Innovation, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that Licensor may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of Licensor as well as by any attorneys and/or accountants designated by Licensor, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5.12. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying Licensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this Agreement, Licensor may request in writing that Licensee verify the calculation of any past payments owed to Licensor through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay Licensor the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.5.1 with the submission of the self-audit report to Licensor.

Appears in 3 contracts

Samples: Standard Exclusive License Agreement (Alzamend Neuro, Inc.), Standard Exclusive License Agreement (Alzamend Neuro, Inc.), Standard Exclusive License Agreement (Alzamend Neuro, Inc.)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with reasonable supporting documentation) of sales of Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five four (54) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours hours, upon reasonable prior written notice to Licensee, for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee it is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI such accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues payments under Section 4 4, and other financial obligations under this Agreement. Such accountant will execute a reasonable written confidentiality agreement with Licensee or the applicable Sublicensee. Such accountant may disclose to TSRI its audit report and any information, including, without limitation, work papers, notes, interim reports and other work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), that the accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty payments under Section 4, and other financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the accountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall be deemed to be Licensee’s compliance with this AgreementConfidential Information. Such accountant will send a copy of the report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and calculations used to determine the results. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment for any calendar year of [the greater of ***] * (or more for any twelve (12) month periodmore), then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per monthcalculated in accordance with Section 14.2. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year, and no calendar year shall be subject to audit under this Section 7 more than one time.

Appears in 3 contracts

Samples: License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed all Products made, used and Licensed Processes sold under this Agreement, as appropriate to determine the amount of royaltiesRoyalties (including the calculations of Royalty credits, Sublicense Payments, Product Development Milestone Payments payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets Sublicense Revenues, and Combination ProductsLicensee’s compliance with this Agreement. Such records shall be retained for at least five (5) [***] years following the end of the reporting period to which such records relate. Such records shall be available available, upon prior written notice to Licensee, during normal business hours for examination and copying [***] by an independent TSRI’s designated certified public accounting firm selected by TSRI and reasonably acceptable to Licensee accountant in confidence for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s [***] accountant shall have access to, and may disclose to TSRI[***], all records which TSRI [***] accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3this Article Four, non-royalty revenues other financial obligations under Section 4 this Agreement and to Licensee’s compliance with this Agreement. Such examination These examinations shall be at TSRI’s expense, except that if such an examination shows an underreporting or underpayment of [***] or more for any twelve (12) [***] month period, then Licensee shall pay the reasonable cost of such examination (including without limitation TSRI’s attorney’s fees, accountants accountant’s fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum amounts at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) [***] days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 4.4.9 no more frequently than once [***] in any calendar year.

Appears in 3 contracts

Samples: License Agreement (Neumora Therapeutics, Inc.), License Agreement (Neumora Therapeutics, Inc.), License Agreement (Neumora Therapeutics, Inc.)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of all Licensed Products made, used and Licensed Processes sold under this Agreement, as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments product development milestone payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsLicensee’s compliance with this Agreement. Such records shall be retained for at least five three (53) years following the end of the reporting period to which such records relate. Such records shall be available available, upon at least [***] prior written notice to Licensee, during normal business hours for examination and copying by an independent TSRI and/or its designated certified public accounting firm selected by TSRI and accountant (reasonably acceptable to Licensee Licensee), for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. Licensee may require such accountants to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to TSRI any information, other than such as relates to the accuracy of the corresponding provisions and reports pursuant to this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, non-royalty revenues other consideration under Section 4 4, other financial obligations under this Agreement, and to Licensee’s compliance with this Agreement. Such examination These examinations shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period], then Licensee shall pay the cost of such examination (including without limitation TSRI’s out-of-pocket attorney’s fees, accountants fees and other costs)accountant’s fees, as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum amounts at the rate of [***] percent ([***]%) per month. Any overpayment of royalties by Licensee revealed by an examination shall be fully-creditable against future royalty payments under this Agreement or refundable to Licensee if no more royalties will be due under this Agreement. All payments due hereunder shall be made within thirty (30) days [***] of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 6 no more frequently than once [***] in any calendar year.

Appears in 2 contracts

Samples: License Agreement (Immunomedics Inc), License Agreement (Immunomedics Inc)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) month periodshall take all steps necessary so that UFRF may, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more frequently than once two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5.1. If a royalty payment deficiency for a calendar year exceeds [***] percent ([***]%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement, Standard Exclusive License Agreement (Viewray Inc)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.7. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.7 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. Licensee shall keepTenant shall, and shall require during the Term and, with respect to each record, for a period of seven (7) years after the date the record was created (or such longer period as Tenant may decide in its Affiliates and Sublicensees sole discretion), use commercially reasonable efforts to keepkeep or cause to be kept, accurate and complete records and books of account of all financial transactions in the operation of all business activities, of whatever nature, conducted in pursuit of the rights granted herein (together with supporting documentation) if conducted by or on behalf of sales of Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsTenant or any Subtenant). Such The records shall be retained supported by source documents of original entry such as sales invoices, cash register tapes, bank depository documentation, purchase invoices, or other pertinent supporting documents. A balance sheet and income/expense statement, based upon the books of account, shall be prepared periodically but not less often than once per annum. All sales and other financial transactions shall be recorded by means of a comprehensive system which includes sufficient business processes to ensure that all Gross Income is clearly and accurately recorded and documented by reports and other original source documents. The system shall provide reporting and distinction of all sales and other income and Revenue categories and shall generate an audit trail of all transactions. Any recordation system for at least five (5) years following sales or other income and Revenue transactions shall be subject to the end written approval of the reporting period Landlord (such approval not to be unreasonably withheld, conditioned or delayed); provided that, so long as Marriott is the Hotel Operator under the Hotel Management Agreement, the recordation system for sales or other income and Revenue transactions that is used by Marriott shall satisfy the requirements set forth in this Section 5.4.3(b) until such time as Landlord sends notice to Tenant that Landlord does not reasonably approve of such recordation system, in which such records relate. Such records case Landlord and Tenant shall be available during normal business hours for examination cooperate reasonably and copying by an independent certified public accounting firm selected by TSRI in good faith to agree on a new recordation system and, once agreed, Tenant shall then promptly implement the recordation system that has been so agreed between Tenant and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this AgreementLandlord. In conducting the event of admission or cover charges, Tenant shall issue either preprinted serially numbered tickets for each such examinations pursuant admission or cover charge or such other evidence of the issuance of each individual ticket, which may include digital records of such tickets. In the event of the rental of vehicles or vessels, Tenant shall issue or cause to be issued either preprinted serially numbered rental agreements for each such rental transaction or such other evidence of the issuance of each rental transaction, which may include digital records of such rental transactions. The terms of this Section 7, TSRI’s accountant 5.4.3(b) shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to survive the calculation expiration or earlier termination of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearLease.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that Licensor may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of Licensor as well as by any attorneys and/or accountants designated by Licensor, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying Licensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this Agreement, Licensor may request in writing that Licensee verify the calculation of any past payments owed to Licensor through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self- audit rights that there is any payment deficiency, Licensee shall pay Licensor the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.5.1 with the submission of the self-audit report to Licensor.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Alzamend Neuro, Inc.), Standard Exclusive License Agreement (Alzamend Neuro, Inc.)

Record Keeping. 5.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 5.2 Licensee and its Sublicensee(s) shall take all steps reasonably necessary so that UABRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s its own expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its request, review and copy appropriate information of the books and records relating to the Licensed Products at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employee of a copy of the audit report. TSRI UABRF as well as by any attorney or registered CPA designated by UABRF, upon reasonable notice and during regular business hours, but such review may exercise its audit rights under this Section 7 be conducted no more frequently than once in any per calendar year. 5.3 If a royalty payment deficiency is determined, Licensee, or as applicable, and its Sublicensee(s) shall pay the undisputed royalty deficiency outstanding within thirty (30) days of receiving written notice thereof, plus interest on undisputed outstanding amounts as described in Section 3.5.1. 5.4 If a royalty payment deficiency for a calendar year exceeds [**] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UABRF’s reasonable out-of-pocket expenses incurred with respect to such review. 5.5 Any disputed royalty payments shall be considered a breach of this Agreement, and will be managed under Section 7. Should these undisputed amounts be resolved in UABRF’s favor, any amounts due must be paid within 30 days, including interest calculated at a rate of the prevailing U.S. prime interest rate plus two percent (2%) as reported in the Wall Street Journal on the date at which the payment is determined to be due.

Appears in 2 contracts

Samples: Non Exclusive License Agreement (Applied Genetic Technologies Corp), Non Exclusive License Agreement (Applied Genetic Technologies Corp)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees Affiliates, and, solely with respect to Licensed Products, Sublicensees, to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Licensed Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations calculation of royalty offsets Net Sales of Combination Products and Combination ProductsLicensee’s compliance with its financial obligations under this Agreement. Such records shall be retained for at least five (5) years […***…] following the end of the reporting period to which such records relate. Such records shall be available available, upon reasonable prior written notice to Licensee, during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee Licensee, for the purpose of verifying that Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with its financial obligations under this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI such accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues 3 and Sublicense Payments under Section 4 4.1 and Licensee’s compliance with other financial obligations under this Agreement. Such accountant will agree in its engagement agreement with TSRI to keep such records of Licensee, its Affiliates and Sublicensees confidential. Such accountant may disclose to TSRI its audit report and any information, including, without limitation, work papers, notes, interim reports and other work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), that the accountant reasonably believes to be relevant to the calculation of royalties under Section 3 and Sublicense Payments under Section 4.1 and other financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the accountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall be deemed to be Licensee’s Confidential Information. Such accountant will send a copy of the report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and calculations used to determine the results. Such examination by TSRI’s accountant shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment in excess of [***] or more …]% for any twelve (12) -month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants accountant’s fees and other costs), ) as well as any additional payments that would have been payable to TSRI under this Agreement had the Licensee reported correctly, plus interest on such sum amounts at the rate of [***] …]% per month. All payments due hereunder shall be made within thirty (30) days […***…] of Licensee’s receipt of a copy of the audit reportwritten demand from TSRI. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year, and no calendar year shall be subject to audit under this Section 7 more than one time.

Appears in 2 contracts

Samples: License Agreement (Synthorx, Inc.), License Agreement (Synthorx, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.6. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.6 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that Licensor may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of Licensor as well as by any attorneys and/or accountants designated by Licensor, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section Error! Reference source not found.. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying Licensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this Agreement, Licensor may request in writing that Licensee verify the calculation of any past payments owed to Licensor through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay Licensor the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar yearError! Reference source not found. with the submission of the self-audit report to Licensor.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (New Energy Technologies, Inc.), Standard Exclusive License Agreement (New Energy Technologies, Inc.)

Record Keeping. Licensee 8.1 LICENSEE shall keep, and shall require its Affiliates and Sublicensees each SUBLICENSEE to keep, accurate records (together with supporting documentation) of sales efforts to meet the diligence milestones set forth on Appendix B attached hereto and of Licensed Products and Licensed Processes as LICENSED PRODUCTs made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies payments due to TSRI hereunder, as well as records regarding RECEPTORS hereunder and compliance with the calculations terms of royalty offsets and Combination Productsthis Agreement. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records they relate. Such records They shall be available during normal business hours for examination and copying by an independent certified public accounting firm auditor selected by TSRI and reasonably acceptable to Licensee RECEPTORS, for the sole purpose of verifying that Licensee’s reports reports, payments due or made hereunder and payments are accurate and that Licensee is in compliance with the terms of this Agreement. In conducting such examinations pursuant to this Section 7paragraph, TSRI’s accountant RECEPTORS’ auditor shall have access to, and may disclose to TSRI, all records which TSRI RECEPTORS reasonably believes to be relevant to the accuracy of reports, calculation of royalties payments due under Section 3, non-royalty revenues under Section 4 Article 6 and Licensee’s compliance with the terms of this Agreement. . 8.2 RECEPTORS’ auditor shall not disclose to RECEPTORS any information other than information relating to the accuracy of reports and payments made hereunder and compliance with the terms of this Agreement. 8.3 Such examination by RECEPTORS’ auditor shall be at TSRI’s RECEPTORS’ expense, except that if such examination shows an underreporting or underpayment in excess of [***] or more five percent (5%) for any twelve (12) month period, then Licensee LICENSEE shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments sum that would have been payable to TSRI under this Agreement RECEPTORS had Licensee the LICENSEE reported correctly, plus interest on such said sum at the rate of [***] one and one half per month. All payments due hereunder shall be made within thirty cent (301 1/2%) days per month pursuant to the terms of Licensee’s receipt subparagraph 7.1(d) of this Agreement. 8.4 In the event of a copy dispute asserted by RECEPTORS pursuant to this section 8, VeriChip will have the right to have the results of RECEPTORS’ audit reviewed by VeriChip’s auditor. To the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearextent of a disagreement between the two auditors’ findings, the Parties agree to resolve the dispute through a mutually agreed arbitration process.

Appears in 2 contracts

Samples: License Agreement (POSITIVEID Corp), License Agreement (POSITIVEID Corp)

Record Keeping. Licensee NantCell shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies due to TSRI Sorrento hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five three (53) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by Sorrento will have the right, once annually at its own expense, to have an independent independent, certified public accounting firm firm, selected by TSRI it and reasonably acceptable subject to Licensee NantCell’s prior written consent (which shall not be unreasonably withheld), review any such records of NantCell and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying that Licensee’s reports the basis and accuracy of payments are accurate and that Licensee is in compliance made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit more than once. NantCell will receive a copy of each such report concurrently with this Agreementreceipt by Sorrento. In conducting Should such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant inspection lead to the calculation discovery of royalties under Section 3a discrepancy to Sorrento’s detriment, nonNantCell will, within forty-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve five (1245) month period, then Licensee shall pay the cost days after receipt of such examination (including without limitation TSRI’s attorney’s feesreport from the accounting firm, accountants fees and other costs), as well as pay any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, undisputed amount of the discrepancy plus interest on such said sum at the rate of [***] one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. All Sorrento will pay the full cost of the review unless the underpayment of amounts due to Sorrento is greater than five percent (5%) of the amount due in any calendar year for the entire period being examined, in which case NantCell will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to NantCell’s detriment, NantCell may credit the amount of the discrepancy, without interest, against future payments due hereunder payable to Sorrento under this Agreement, and if there are no such payments payable, then Sorrento shall be made pay to NantCell the amount of the discrepancy, without interest, within thirty forty-five (3045) days of LicenseeNantCell’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 2 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement (Sorrento Therapeutics, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.4. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.4.1 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of Licenseeits written request, audit, review and/or 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s receipt out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.4.1 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. 8.1 The Licensee shall keep, agrees to keep accurate and shall require its Affiliates and Sublicensees to keep, accurate correct records (together with supporting documentation) of sales of Licensed Products made, used, sold, or imported and Licensed Processes as practiced under this Agreement appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies royalties due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsNIAID. Such These records shall be retained for at least five (5) years [***] following the end of the a given reporting period to which such records relate. Such records and shall be available during normal business hours for examination and copying inspection, at the expense of the NIAID, by an independent certified public accounting firm accountant or other designated auditor selected by TSRI the NIAID and reasonably acceptable to Licensee for the sole purpose of verifying that reports and royalty payments hereunder. NIAID may conduct such inspection no more than once per calendar year and may inspect records from a particular reporting period only once. The accountant or auditor shall sign Licensee’s standard confidentiality agreement prior to the inspection and shall only disclose to the NIAID information relating to the accuracy of reports and royalty payments are accurate and that Licensee is in compliance with made under this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination If an inspection shows an underreporting or underpayment in excess of [***] or more for any twelve (12) month period, then the Licensee shall pay reimburse the NIAID for the cost of such examination (the inspection at the time the Licensee pays the unreported royalties, including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional royalties as required by Paragraph 9.8. All royalty payments that would have been payable to TSRI required under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of Paragraph shall be due within [***] per monthof the date the NIAID provides the Licensee notice of the payment due. All payments due hereunder If an inspection shows an overpayment for any twelve (12) month reporting period, Licensee shall be made within thirty (30) days entitled to credit the amount of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights such overpayment against any future non-patent prosecution royalty amounts owed by Licensee under this Section 7 no more frequently than once in any calendar year.Agreement. [***] NIH Patent License Agreement Nonexclusive - Sublicensable

Appears in 2 contracts

Samples: Patent License Agreement (Icosavax, Inc.), Patent License Agreement Nonexclusive – Sublicensable (Icosavax, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review, 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.4.1 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during, regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4A. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-or-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (31) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency. Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.4.1 with the submission of the self-audit report to UFRF.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement (Myriant Corp), Standard Exclusive License Agreement (Myriant Corp)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products Products, Licensed Processes and Licensed Processes as Services made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records They shall be available during normal business hours for examination and copying by an independent certified public accounting firm accountant selected by TSRI and reasonably acceptable to Licensee TSRI, for the purpose of verifying that Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Except as set forth above, TSRI’s accountant shall not disclose to TSRI any information other than information relating to the accuracy of reports and payments made hereunder and to Licensee’s compliance with this Agreement. Such examination by TSRI’s accountant shall be at TSRI’s expense, except that provided that, if such examination shows an underreporting or underpayment in excess of [***] or more five percent (5%) for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees accountant’s fees, and other costs), ) as well as any additional payments sum that would have been payable to TSRI under this Agreement had the Licensee reported correctly, plus interest on such said sum at the rate of [***] one and one-half percent (1-1/2%) per month, and provided further, that if a second underreporting or underpayment in excess of five percent (5%) for any twelve (12) month period occurs, then the interest payable on such sum shall be calculated and payable at the rate of two percent (2%) per month. All payments due hereunder shall be made within thirty fifteen (3015) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearwritten demand from TSRI.

Appears in 1 contract

Samples: License Agreement (Repligen Corp)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of this Agreement. 6.2 UFRF shall have the reporting period right to which such inspect the books and records relate. Such records shall be available during normal business hours for examination and copying of Licensee no more than once per year by an independent retaining a certified public accounting firm selected by TSRI and reasonably acceptable to Licensee firm, paying for the purpose expenses, giving reasonable notice of verifying such inspection to Licensee, and agreeing and causing such accounting firm to agree to maintain the confidentiality of any non-public information learned as a result of such inspection. In the event that Licensee’s reports and payments are accurate and any such audit results in a finding that Licensee has underpaid UFRF by more than five percent (5%) (i.e, that the actual amount that should have been paid to UFRF is more than 5% greater than the amount actually paid) then in compliance with this Agreement. In addition to any other payments due hereunder, Licensee shall be required to pay for the costs incurred by UFRF in conducting such examinations pursuant audit and for the costs of an audit conducted with respect to the subsequent year’s royalties. 6.3 At any time during the term of this Section 7agreement, TSRI’s accountant shall have access tobut no more frequently than once a year, and UFRF may disclose to TSRI, all records which TSRI reasonably believes to be relevant to request in writing that Licensee verify the calculation of royalties under Section 3any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay complete a self-audit of its books and records to verify the cost accuracy and completeness of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional the payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per monthowed. All payments due hereunder shall be made within Within thirty (30) days of Licensee’s receipt of a copy the completion of the self-audit reportLicensee shall submit to UFRF a report detailing the findings of the self audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. TSRI may exercise If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.2.1 with the submission of the self-audit report to UFRF.

Appears in 1 contract

Samples: Exclusive License Agreement (MAKO Surgical Corp.)

Record Keeping. Licensee Sorrento shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI BGN hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records They shall be available during normal business hours for examination and copying by an independent certified public accounting firm accountant selected by TSRI and reasonably acceptable to Licensee BGN (the “BGN Accountant”) for the purpose of verifying that LicenseeSorrento’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement; provided that reasonable advance notice of such C–10 examination and copying shall be given by BGN to Sorrento. In conducting such examinations pursuant to this Section 7Section, TSRI’s accountant the BGN Accountant shall have access to, and may disclose to TSRIBGN, all records which TSRI BGN reasonably believes to be relevant to the calculation of royalties under Section 36, non-royalty revenues under Section 4 7 and LicenseeSorrento’s compliance with this Agreement. Such Except as set forth above, BGN’s accountant shall not disclose to BGN any information other than information relating to the accuracy of reports and payments made hereunder and to Sorrento’s compliance with this Agreement. Except as otherwise expressly provided herein, such examination by the BGN Accountant shall be at TSRIBGN’s sole cost and expense. Notwithstanding the foregoing, except if the BGN Accountant concludes in writing that if such examination shows Sorrento underreported or underpaid an underreporting or underpayment amount in excess of [***] or more ten percent (10%) for any twelve (12) month periodperiod (each, then Licensee an “Alleged Underpayment”), such conclusion, and the BGN Accountant’s detail in support thereof, shall be delivered to Sorrento. Sorrento shall pay the cost of such examination (including without limitation TSRIBGN’s attorney’s fees, accountants accountant’s fees and other costs), ) as well as any additional payments sum that would have been payable to TSRI under this Agreement BGN had Licensee the Sorrento reported correctlycorrectly (as set forth in the BGN Accountant’s report), plus interest on such said sum at the rate of [***] one percent (1.0%) per month (pro-rated for a partial month. All payments ) accruing from the date such underpaid amount was initially due hereunder shall be made (collectively, the “Penalty Payment”) within thirty (30) days of LicenseeSorrento’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearAlleged Underpayment.

Appears in 1 contract

Samples: Exclusive Option Agreement

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes under this Agreement, as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five three (53) years following the end of the reporting period to which such records relate. Such records shall be available available, upon prior written notice to Licensee, during normal business hours for examination and copying by an and independent certified public accounting firm selected accountant designated by TSRI and reasonably acceptable to Licensee for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate and hereunder provided that such accountant shall enter into a reasonable confidentiality agreement with Licensee is in compliance with this Agreementprior to conducting such examination. In conducting such examinations pursuant to this Section 76, TSRI’s such accountant shall have access to, and may disclose to TSRITSRI in confidence, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments due to TSRI under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination Except as set forth above, such accountant shall not disclose to TSRI any information other than information relating to the accuracy of reports and payments made under this Agreement. These examinations shall be at TSRI’s expense, except that if such an examination shows an underreporting or underpayment of [***] * or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorneyaccountant’s fees, accountants fees and other out-of-pocket costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum amounts at the rate of [***] * per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 6 no more frequently than once in any calendar year, and TSRI may audit records of any given financial period no more than once.

Appears in 1 contract

Samples: License Agreement (Senesco Technologies Inc)

Record Keeping. Licensee (a) During the Term, Santarus shall keepkeep full and accurate books and records setting forth, for Licensed Product on which Supply Price payments are due, gross sales, all deductions allowed in arriving at Net Sales and shall require its Affiliates any other information necessary and Sublicensees in sufficient detail to keepallow the calculation of Supply Price payments to be made by Santarus, accurate records including COGS (together with supporting documentation) if applicable). During the Term and for a period of sales of Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five [***](5[***]) years following the end of the reporting period to which such records relate. Such records thereafter, Santarus shall be available during normal business hours for examination and copying permit Pharming, at Pharming’s expense, by an independent certified public accounting firm selected accountants designated by TSRI Pharming and reasonably acceptable to Licensee for Santarus (the purpose “Pharming Designated Auditor”), to examine relevant books and records at any reasonable time, not more often than [***], within [***]([***]) years of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting the payment of such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant Supply Price to the calculation extent necessary to determine the accuracy of royalties under Section 3, non-royalty revenues under Section 4 the Net Sales reported and Licensee’s compliance with this AgreementSupply Price payments made. Such examination shall be at TSRI’s expense, except that if If such examination shows an underreporting results in a determination that Net Sales or underpayment Supply Price *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. payments owed to Pharming by Santarus have been overstated, overpaid amounts due will be re-paid by Pharming to Santarus promptly and underpaid amounts due will be paid by Santarus to Pharming promptly. The fees and expenses of such Pharming Designated Auditor will be paid by Pharming unless Net Sales have been understated, or payments owed to Pharming by Santarus have been underpaid, by more than [***] percent ([***]%) for the period examined, in which case Santarus will pay all reasonable costs and expenses of the Pharming Designated Auditor incurred by Pharming in the course of making such determination. The Pharming Designated Auditor will report its findings to Santarus and Pharming (provided that Pharming shall only receive the Pharming Designated Auditor’s conclusions as to whether Santarus is in compliance with its payment obligations and the amount of any underpayment or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costsoverpayment), as well as and such report and the conclusions contained therein will constitute Santarus Confidential Information. (b) During the Term, Pharming shall (and shall cause its contract manufacturers and any additional payments that would have been payable other Third Party suppliers to) keep full and accurate books and records related to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum the calculation of COGs including any information necessary and in sufficient detail to allow the calculation of COGs. During the Term and for a period of at the rate of least [***] per month. All payments due hereunder ([***]) years thereafter, Pharming shall be made permit Santarus, at Santarus’ expense, by independent certified public accountants designated by Santarus and reasonably acceptable to Pharming (the “Santarus Designated Auditor”), to examine relevant books and records at any reasonable time, not more often than [***], within thirty [***](30[***]) days of Licensee’s receipt of a copy years of the audit reportcalculation of such COGs. TSRI may exercise If such examination results in a determination that COGs has been overstated, overpaid amounts due will be re-paid by Pharming to Santarus promptly and underpaid amounts due will be paid by Santarus to Pharming promptly. The fees and expenses of such Santarus Designated Auditor will be paid by Santarus unless COGs has been overstated by more than [***] percent ([***]%) for the period examined, in which case Pharming will pay all reasonable costs and expenses of the Santarus Designated Auditor incurred by Santarus in the course of making such determination. The Santarus Designated Auditor will report its audit rights under this Section 7 no more frequently than once findings to Santarus and Pharming (provided that Santarus shall only receive the Santarus Designated Auditor’s conclusions as to whether Pharming is in compliance on its calculations of COGs and the amount of any calendar yearunderpayment or overpayment), and such report and the conclusions contained therein will constitute Pharming Confidential Information.

Appears in 1 contract

Samples: License Agreement (Santarus Inc)

Record Keeping. Licensee shall keep, and shall require its Affiliates and its Sublicensees to keep, accurate records (together with supporting documentation) of sales of all Products, Licensed Products Services and Licensed Processes made, used and sold under this Agreement, as appropriate to determine the amount of royaltiesroyalties (including the calculations of royalty credits), Sublicense Payments, Product Development Milestone Payments product development milestone payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets Sublicense Revenues, Sublicense Payments and Combination ProductsLicensee’s compliance with this Agreement. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available available, upon prior written notice to Licensee, during normal business hours for examination and copying by an independent TSRI and/or its designated certified public accounting firm selected by TSRI and reasonably acceptable to Licensee accountant for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, non-royalty revenues other consideration under Section 4 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement. Such examination These examinations shall be at TSRI’s expense, except that if such an examination shows an underreporting or underpayment of [***] percent ([…***…]%) or more for any twelve (12) […***…] month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants accountant’s fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum amounts at the rate of [***] percent ([…***…]%) per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 6 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: License Agreement (ChromaDex Corp.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficiently to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation inventory, purchase, and shall require its Affiliates invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.8. If a royalty payment deficiency for a calendar year exceeds five percent (5%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement but no more than once a year, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall issue a complete self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.8 with the submission of the self-audit report to UFRF. Request for audit is limited to seven previous years.

Appears in 1 contract

Samples: Standard Exclusive License Agreement (XORTX Therapeutics Inc.)

Record Keeping. Licensee At all times during the Term, Tenant shall keepmaintain at its principal place of business or such other place as agreed to by Landlord and Tenant, a complete and shall require its Affiliates accurate set of files, books and Sublicensees records in connection with the Project and with respect to keep, accurate records (together with supporting documentation) of sales of Licensed Products the operation and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end maintenance of the reporting period to which Project, including without limitation, compliance with any and all requirements of Exhibit F of this Lease. At all times during the Term, Landlord may, at such records relate. Such records shall be available reasonable times during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI upon reasonable advanced notice, inspect Tenant’s files, books, records and reasonably acceptable related material pertaining to Licensee for compliance with requirements of Exhibit F of this Lease and pertaining to maintenance of the purpose Project. Tenant agrees that Landlord, or any of verifying that Licenseeits duly authorized representatives, shall, until the expiration of three (3) years after the expiration or earlier termination of this Lease, have access to the records related to compliance with requirements of Exhibit F of this Lease and maintenance of the Project. Tenant shall: (i) keep and maintain accurate, true, and complete books and records (A) with respect to all requirements of Exhibit F of this Lease, and (B) which shall fully reflect the physical condition and maintenance status of the Project, together with all business licenses and permits required to be kept and maintained pursuant to the provisions of any Applicable Laws, and (ii) upon Landlord’s reports request therefor, certify such files, books and payments are records to Landlord as true, complete, and accurate in all material respects. Rent Roll. Upon Landlord’s request (which will be limited to no more than two (2) times in any calendar year and that Licensee at any time when Tenant is in compliance with an Event of Default under this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costsLease), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty Tenant will provide: (30i) days of Licensee’s receipt of a copy of a rent roll for the audit reportProject showing the name of each Residential Tenant, the Residential Unit occupied, the Residential Lease expiration date, the rent payable for the current month, and the date through which rent has been paid; and (ii) a monthly property management report for the Project, showing the number of inquiries made and rental applications received from prospective Residential Tenants and deposits received from Residential Tenants, and materials relating to marketing and leasing efforts for the Project. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.SUBORDINATION; LANDLORD MORTGAGES

Appears in 1 contract

Samples: Deed of Lease

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Record Keeping. ​ 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and/or Licensed Processes. Such books and Licensed Processes records shall be preserved for a period not less than [*] after they are created or as appropriate required by federal law, both during and after the term of this Agreement. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that Licensor may, within [*] of its written request, audit, review and/or copy all of the books and records at a single U.S. location to determine verify the amount accuracy of royalties, Sublicense Payments, Product Development Milestone Payments Licensee’s and other monies due to TSRI hereunder, its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of Licensor as well as records regarding by any attorneys and/or accountants designated by Licensor, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the calculations deficiency within [*] of receiving notice thereof along with applicable interest as described in Section 4.5. If a royalty offsets payment deficiency for a calendar year exceeds [*] of the royalties paid for that year, then Licensee and Combination Products. Such records its Sublicensee(s) shall be retained responsible for at least five (5) years following paying Licensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and this Agreement, Licensor may request in writing that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to verify the calculation of royalties under Section 3, nonany past payments owed to Licensor through the means of a self-royalty revenues under Section 4 and Licensee’s compliance with this Agreementaudit. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of Within [**] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within [*] or more for of the completion of the self-audit, Licensee shall submit to Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self­audit that there is any twelve (12) month periodpayment deficiency, then Licensee shall pay Licensor the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI deficiency along with applicable interest under this Agreement had Licensee reported correctly, plus interest on such sum at Section 4.5 with the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy submission of the self-audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearreport to Licensor.

Appears in 1 contract

Samples: Standard Exclusive License Agreement (Molekule Group, Inc.)

Record Keeping. Licensee 8.01 LICENSEE shall keepkeep full, true and shall require its Affiliates accurate books of accounts and Sublicensees records, including work papers, containing particulars that may be necessary for the purposes of showing the amounts payable to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI PHS hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records books of account and records, including working papers, shall be retained kept at LICENSEE's principal place of business of the appropriate division of LICENSEE to which this AGREEMENT relates, for a period of at least five (5) years following the end of the reporting period calendar year to which such records relate. Such records shall be available they pertain, to the inspection of PHS or its agents, during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee working hours, for the purpose of verifying that Licensee’s reports the accuracy and payments are accurate and that Licensee is completeness of LICENSEE's royalty statement and/or compliance in compliance other aspects with this AgreementAGREEMENT. In conducting The full cost of any such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination audit shall be at TSRI’s expenseborne by LICENSEE in the event that the sum of royalties, except that if such examination shows an underreporting or underpayment of [***] or more fees and any other amounts actually reported by LICENSEE for any twelve (12) month periodperiod are underreported by more than five percent (5 % ) of the sum of royalties, then Licensee fees and other amounts determined payable by such audit. LICENSEE shall pay the full cost of any such examination (audit and all underreported and/or unpaid amounts earned and due discovered by such audit, including without limitation TSRI’s attorney’s feesany late charges as required by Paragraph 9.08 hereinbelow, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy the date PHS provides LICENSEE with written notice of the audit reportamounts earned and due. TSRI may exercise PHS auditors or its audit rights designated independent auditors shall only disclose to PHS information relating to the accuracy of reports and underreporting and/or underpayment of royalties, fees and any other amounts earned and due under this Section 7 AGREEMENT. PHS agrees to provide LICENSEE with at least ten (10) days notice of an audit under this Paragraph 8.01. PHS or its agents shall audit LICENSEE no more frequently often than once in any twelve month period. 8.02 LICENSEE shall instruct its independent auditors to conduct an annual royalty audit each calendar yearyear for the term of this AGREEMENT and to report their findings to PHS within thirty (30) days of completing each such annual royalty audit. This annual royalty audit shall include, on a country by country, LICENSED PRODUCT by LICENSED PRODUCT basis, gross sales, adjustments made to gross sales figures to determine NET SALES, NET SALES, calculations applied to NET SALES figures to determine earned royalties due PHS, earned royalties owed and due PHS, and any other royalties earned and due PHS under this AGREEMENT for the period audited. Such audit shall also include a listing of gross sales, NET SALES and royalties attributed to LICENSEE, each Affiliate and each SUBLICENSEE, individually.

Appears in 1 contract

Samples: PHS Patent License Agreement (Zonagen Inc)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of all Licensed Products and Licensed Processes sold under this Agreement, as appropriate to determine the amount of royaltiesroyalties (including the calculations of royalties on Combination Products), Sublicense Payments, Product Development Milestone Payments milestone payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets Sublicense Revenues, Sublicense Payments and Combination ProductsLicensee’s compliance with this Agreement. Such records shall be retained for at least five four (54) years following the end of the reporting period to which such records relate. Such records shall be available available, upon prior written notice to Licensee, during normal business hours for examination and copying by an independent TSRI and/or its designated certified public accounting firm selected by TSRI and reasonably acceptable to Licensee accountant for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, non-royalty revenues other consideration under Section 4 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement. Such examination These examinations shall be at TSRI’s expense, except that if such an examination shows an underreporting or underpayment of [*] percent ([**] ]%) or more of the amount due for any twelve four (124) month consecutive calendar quarter period, then Licensee shall pay the reasonable, documented cost of such examination (including without limitation TSRI’s reasonable, documented attorney’s fees, accountants accountant’s fees and other out-of-pocket costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum amounts at the rate of [*] percent ([**] ]%) per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Appears in 1 contract

Samples: License Agreement (Cempra, Inc.)

Record Keeping. Licensee Sorrento shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI BGN hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records They shall be available during normal business hours for examination and copying by an independent certified public accounting firm accountant selected by TSRI and reasonably acceptable to Licensee BGN (the “BGN Accountant”) for the purpose of verifying that LicenseeSorrento’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement; provided that reasonable advance notice of such examination and copying shall be given by BGN to Sorrento. In conducting such examinations pursuant to this Section 7Section, TSRI’s accountant the BGN Accountant shall have access to, and may disclose to TSRIBGN, all records which TSRI BGN reasonably believes to be relevant to the calculation of royalties under Section 36, non-royalty revenues under Section 4 7 and LicenseeSorrento’s compliance with this Agreement. Such Except as set forth above, BGN’s accountant shall not disclose to BGN any information other than information relating to the accuracy of reports and payments made hereunder and to Sorrento’s compliance with this Agreement. Except as otherwise expressly provided herein, such examination by the BGN Accountant shall be at TSRIBGN’s sole cost and expense. Notwithstanding the foregoing, except if the BGN Accountant concludes in writing that if such examination shows Sorrento underreported or underpaid an underreporting or underpayment amount in excess of [***] or more ten percent (10%) for any twelve (12) month periodperiod (each, then Licensee an “Alleged Underpayment”), such conclusion, and the BGN Accountant’s detail in support thereof, shall be delivered to Sorrento. Sorrento shall pay the cost of such examination (including without limitation TSRIBGN’s attorney’s fees, accountants accountant’s fees and other costs), ) as well as any additional payments sum that would have been payable to TSRI under this Agreement BGN had Licensee the Sorrento reported correctlycorrectly (as set forth in the BGN Accountant’s report), plus interest on such said sum at the rate of [***] one percent (1.0%) per month (pro-rated for a partial month. All payments ) accruing from the date such underpaid amount was initially due hereunder shall be made (collectively, the “Penalty Payment”) within thirty (30) days of LicenseeSorrento’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearAlleged Underpayment.

Appears in 1 contract

Samples: Exclusive Option Agreement (Sorrento Therapeutics, Inc.)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes Products, as appropriate to determine enable determination of the amount of royalties, Sublicense Payments, payments under Section 4.2, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years [***] following the end of the reporting period to which such records relate. Such records shall be available available, upon at least [***] days prior written notice to Licensee, during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable approved by Licensee, such approval not to Licensee be unreasonably withheld, for the purpose of verifying that Licensee’s reports Royalty Reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI such accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with its other financial obligations under this Agreement. Such accountant will agree in its engagement agreement with TSRI to keep such records of Licensee, its Affiliates and Sublicensees confidential. Such accountant may disclose to TSRI its audit report and any information, including, without limitation, work papers, notes, interim reports and other work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), that the accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty payments under Section 4, and other financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the accountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall be deemed to be Licensee’s Confidential Information. Such accountant will send a copy of the report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and calculations used to determine the results. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment in excess of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs)examination, as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such said sum at the rate of [***] per month]. All payments due hereunder shall be made within thirty (30) [***] days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its right of audit rights under this Section 7 no more frequently than once in any calendar year, and no calendar year shall be subject to audit under this Section 7 more than one time. The audit shall be conducted by TSRI in a manner that is anticipated to not unreasonably interrupt or otherwise unreasonably interfere with Licensee’s business operations.

Appears in 1 contract

Samples: License Agreement (Vividion Therapeutics, Inc.)

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies royalties due to TSRI HJF hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five three (53) years following the end of the reporting period to which such records they relate. Such No more than once per year, such records shall be available upon reasonable prior notice during normal business hours for examination and copying by an independent certified public accounting firm accountant selected by TSRI HJF, at its sole cost and reasonably acceptable to Licensee expense, for the sole purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreementhereunder. In conducting such examinations pursuant to this Section 7section, TSRIHJF’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant directly related to the calculation of royalties under Section 3Article III. 6.2 HJF’s accountant shall not disclose to HJF any information other than information relating to the accuracy of reports and payments made hereunder. In cases of inaccurate reports and payment, non-royalty revenues under Section 4 and Licensee shall promptly pay HJF any additional sum that would have been payable to HJF had the Licensee reported correctly. Licensee’s compliance with this Agreement. failure to pay such additional sum within [***] days after a written and substantiated request by HJF shall result in accrual of interest thereafter pursuant to section 5.2(c), provided however that Licensee shall have no obligation to pay such interest rate in the event of a dispute regarding the accountant’s findings. 6.3 Such examination by HJF’s accountant shall be at TSRIHJF’s expense, except that if such examination shows an underreporting or underpayment in excess of [***] or more ]percent ([***]%) for any twelve (12) month period, then Licensee shall pay HJF the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments sum that would have been payable to TSRI under this Agreement HJF had the Licensee reported correctly, plus interest on . Licensee’s failure to pay such additional sum at the rate of within [***] per month. All payments due hereunder days after written request by HJF shall be made within thirty (30) days result in accrual of Licensee’s receipt interest thereafter pursuant to section 5.2(c), provided however that Licensee shall have no obligation to pay such interest rate in the event of a copy of dispute regarding the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearaccountant’s findings.

Appears in 1 contract

Samples: Exclusive License Agreement (Baudax Bio, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)‘s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created or as required by federal law, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a Single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.6. 1. If a royalty payment deficiency for a calendar year exceeds [**] of the royalties paid for that year, then Licensee and its Sublicensees shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.6.1 with the submission of the self-audit report to UFRF.

Appears in 1 contract

Samples: Standard Exclusive License Agreement

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies due to TSRI Licensor hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five seven (57) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by Licensor will have the right, once annually at its own expense, to have its auditors or an independent independent, certified public accounting firm firm, selected by TSRI it and reasonably acceptable subject to Licensee’s prior written consent (which shall not be unreasonably withheld), review any such records of Licensee and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying that Licensee’s reports the basis and accuracy of payments are accurate and that made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit more than once. Licensee is in compliance will receive a copy of each such report concurrently with this Agreementreceipt by Licensor. In conducting Should such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant inspection lead to the calculation discovery of royalties under Section 3a discrepancy to Licensor’s detriment, nonLicensee will, within forty-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve five (1245) month period, then Licensee shall pay the cost days after receipt of such examination (including without limitation TSRI’s attorney’s feesreport from the accounting firm, accountants fees and other costs), as well as pay any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, undisputed amount of the discrepancy plus interest on such said sum at the rate of [***] one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. All Licensor will pay the full cost of the review unless the underpayment of amounts due is greater than five percent (5%) of the amount due for the entire period being examined, in which case Licensee will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Licensee’s detriment, Licensee may credit the amount of the discrepancy, without interest, against future payments due hereunder payable to Licensor under this Agreement, and if there are no such payments payable, then Licensor shall be made pay to Licensee the amount of the discrepancy, without interest, within thirty forty-five (3045) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: Exclusive License Agreement (NantKwest, Inc.)

Record Keeping. Licensee LICENSEE and its AFFILIATES shall keep, maintain complete and shall require its Affiliates accurate books of account and Sublicensees to keep, accurate records (together with supporting documentation) of showing all sales of Licensed Products LICENSED PRODUCTS and Licensed Processes as appropriate all NET SALES in sufficient detail to determine allow verification of the amount accuracy of royalties, Sublicense Payments, Product Development Milestone Payments and royalties paid under this Agreement. For purposes of verifying the accuracy of the royalties paid by LICENSEE pursuant to this Agreement or verifying performance of LICENSEE of any other monies due obligation to TSRI FHCRC hereunder, as well as records regarding the calculations of royalty offsets such books and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period open to which such records relate. Such records shall be available inspection and copying, during normal usual business hours for examination and copying not more frequently than once per twelve (12) month period, by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreementaccountant. In conducting the event that any such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, inspection shows any underreporting and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation underpayment by LICENSEE in excess of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more five thousand dollars ($5,000.00 USD) for any twelve (12) month period, then Licensee LICENSEE shall pay the cost of such examination (including without limitation TSRI’s attorney’s feesexamination. In the event that any such inspection shows overpayment by LICENSEE, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder overpaid amount shall be made within thirty credited against future royalties. Such books and records shall be maintained for at least three (303) days full years after the creation of Licenseesuch books and records. In connection with, and prior to the commencement of, an audit, if the LICENSEE so requests in writing to FHCRC, the LICENSEE, FHCRC and the auditor shall enter into an agreement prohibiting the auditor and FHCRC from disclosing the LICENSEE’s receipt non-public, proprietary information to any third party without the LICENSEE’s prior written consent; provided, however, that consistent with generally accepted auditing standards and the auditor’s professional judgment, the auditor may disclose such information to FHCRC and its agents, counsel, or consultants. The LICENSEE acknowledges that such an agreement is adequate to protect its legitimate interests, and the Parties agree that there shall be no additional non-disclosure agreement demanded as a condition to the commencement of a copy of the an audit report. TSRI may exercise and FHCRC’s exercising its audit rights under this Section 7 no more frequently than once in any calendar yearsubsection.

Appears in 1 contract

Samples: Non Exclusive License Agreement

Record Keeping. Licensee ImmunityBio shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies due to TSRI GlobeImmune hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by GlobeImmune will have the right, once annually at their own expense, to have its auditors or an independent independent, certified public accounting firm firm, selected by TSRI it and reasonably acceptable subject to Licensee ImmunityBio’s prior written consent (which shall not be unreasonably withheld), review any such records of ImmunityBio and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying that Licensee’s reports the basis and accuracy of payments are accurate and that Licensee is in compliance made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit more than once. ImmunityBio will receive a copy of each such report concurrently with this Agreementreceipt by GlobeImmune. In conducting Should such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant inspection lead to the calculation discovery of royalties under Section 3a discrepancy to GlobeImmune’s detriment, nonImmunityBio will, within forty-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve five (1245) month period, then Licensee shall pay the cost days after receipt of such examination (including without limitation TSRI’s attorney’s feesreport from the accounting firm, accountants fees and other costs), as well as pay any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, undisputed amount of the discrepancy plus interest on such said sum at the rate of [***] one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. All GlobeImmune will pay the full cost of the review unless the underpayment of amounts due is greater than ten percent (10%) of the amount due for the entire period being examined, in which case ImmunityBio will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to ImmunityBio’s detriment, ImmunityBio may credit the amount of the discrepancy, without interest, against future payments due hereunder payable to GlobeImmune under this Agreement, and if there are no such payments payable, then GlobeImmune shall be made pay to ImmunityBio the amount of the discrepancy, without interest, within thirty forty-five (3045) days of LicenseeImmunityBio’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: Exclusive License Agreement (NantKwest, Inc.)

Record Keeping. Licensee The Landlord shall keepkeep complete and accurate records and accounts of all Operating Costs, Utility Costs, and Taxes for a period not to exceed 24 months. Only within 24 months of the date Tenant. receives a bill pursuant to Sectiox 0.2 Tenant may, upon 30 days advance written notice, request. an inspection of the records which support the specific charges questioned by such notice. At no cost to Tenant, Landlord shall, during regular btisiriesshours, provide.Tenant the opportunity to examine and inspect the records which support the charges billed to Tenant pursuant to Section 7.2 (the "Audit"); Such Audit shall require occur at such place designated by Landlord that does not disrupt or interfere with Landlord's conduct of its Affiliates business. Notwithstanding the foregoing, Tenant may only conduct an Audit after Tenant and Sublicensees Tenant's representatives engaged in the Audit ("Auditors") agree in writing (the "Audit Agreement"): (a) to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as appropriate to determine not compensate an Auditor on a contingency basis where the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due compensation paid to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end Auditor is a function of the reporting period Tenant's recoveries in an audit (b) to keep all matters which are the subject of the Audit strictly confidential and (c) to indemnify and hold Landlord harmless from any cost or expense caused by any failure to keep such information confidential. Notwithstanding the foregoing, Tenant shall have no right to Audit any of Landlords books or records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee if Tenant is in compliance with this Agreementdefault under the Audit Agreement or in the performance of any of its obligations under the Lease. Should Tenant wish to Audit any charges which are currently due. Tenant must first pay such charges under protest before Tenant may request an Audit of the books and records which support such charges. Tenant may request Landlord to make copies of specific documents for Tenant to keep at a charge of $.25 per sheet copied, said amount to be paid in advance at the time of such request. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records the event Tenant requests meetings with Landlord which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month periodcumulatively exceed two hours, then Licensee Tenant shall pay the reasonable cost of the Landlord's personnel involved in such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on meetings which shall be not less than $25 per hour. Payment for such sum at the rate of [***] per month. All payments due hereunder meetings shall be made within thirty (30) days in advance at the time of Licensee’s receipt such request. Tenant shall forward to Landlord all of a copy Tenant's audit reports upon their completion. If Tenant's audit shall disclose an inaccuracy greater than 5% with respect to the amounts billed to Tenant pursuant to Section 7.2, then Landlord shall refund to Tenant the amounts paid by Tenant to Landlord for copies and the amounts paid by Tenant to Landlord for meetings. In the event of any inaccuracy, Tenant or Landlord, as the audit report. TSRI case may exercise its audit rights under this Section 7 no more frequently than once in be, shall pay to the other any calendar yearamounts due.

Appears in 1 contract

Samples: Lease Agreement (Cdex Inc)

Record Keeping. 8.1 The Licensee shall keep, agrees to keep accurate and shall require its Affiliates and Sublicensees to keep, accurate correct records (together with supporting documentation) of sales of the Licensed Products made, used, sold, or imported and the Licensed Processes as practiced under this Agreement appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies royalties due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsNIH. Such These records shall be retained for at least five (5) years following the end of the a given reporting period to which such records relate. Such records and shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7inspection, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or but not more for than once during any twelve (12) month period (whether the audit is pursuant to this Paragraph 8.1 or Paragraph 8.2), at the expense of the NIH, by an accountant or other designated auditor selected by the NIH for the sole purpose of verifying reports and royalty payments hereunder. The accountant or auditor shall only disclose to the NIH information relating to the accuracy of reports and royalty payments made under this Agreement. If an inspection shows an underreporting or underpayment in excess of [*] for any [*] period, then [*] at the time the Licensee shall pay pays the cost of such examination (unreported royalties, including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional royalties as required by Paragraph 9.8. All royalty payments required under this Paragraph shall be due within [*] of the date the NIH provides to the Licensee notice of the payment due. 8.2 Beginning after the First Commercial Sale, Licensee agrees, upon NIH’s written request, to have an audit of sales and royalties conducted by an independent auditor that would is paid for by NIH if annual sales of the Licensed Products or Licensed Processes are over [*]; provided that NIH may only make such a request once every two years. The audit shall address, at a minimum, the amount of gross sales by or on behalf of Licensee during the audit period, terms of the license as to percentage or fixed royalty to be remitted to the Government, the amount of royalties owed to the Government under this Agreement, and whether the royalties owed have been payable paid to TSRI under this Agreement had Licensee reported correctlythe Government and is reflected in the records of the Licensee. The audit shall also indicate the NIH license number, plus interest product, and the time period being audited. A report certified by the auditor shall be submitted promptly by the auditor directly to NIH on such sum at the rate of completion. [***] per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year].

Appears in 1 contract

Samples: Patent License Agreement (Globeimmune Inc)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and/or Licensed Processes. Such books and Licensed Processes records shall be preserved for a period not less than six years after they are created or as appropriate required by federal law, both during and after the term of this Agreement. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that Licensor may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to determine verify the amount accuracy of royalties, Sublicense Payments, Product Development Milestone Payments Licensee’s and other monies due to TSRI hereunder, its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of Licensor as well as records regarding by any attorneys and/or accountants designated by Licensor, upon reasonable notice and during regular business hours, but no more than once per any twelve (12) month period. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the calculations deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty offsets payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and Combination Products. Such records its Sublicensee(s) shall be retained responsible for at least five (5) years following paying Licensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or but no more for than once per any twelve (12) month period, then Licensor may request in writing that Licensee verify the calculation of any past payments owed to Licensor through the means of a self-audit. Within ninety (90) days of the request, Licensee shall pay complete a self-audit of its books and records to verify the cost accuracy and completeness of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional the payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per monthowed. All payments due hereunder shall be made within Within thirty (30) days of Licensee’s receipt of a copy the completion of the self-audit, Licensee shall submit to Licensor a report detailing the findings of the self-audit reportand the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. TSRI may exercise If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay Licensor the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.5.1 with the submission of the self-audit report to Licensor.

Appears in 1 contract

Samples: Exclusive License Agreement (Cellular Biomedicine Group, Inc.)

Record Keeping. Licensee NantCell shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as Product sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies due to TSRI CytRx hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by CytRx will have the right, once annually at its own expense, to have its auditors or an independent independent, certified public accounting firm firm, selected by TSRI it and reasonably acceptable subject to Licensee NantCell's prior written consent (which shall not be unreasonably withheld), review any such records of NantCell and its Affiliates and Sublicensees (the "Audited Party") in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days' prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying that Licensee’s reports the basis and accuracy of payments are accurate and that Licensee is in compliance made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit more than once. NantCell will receive a copy of each such report concurrently with this Agreementreceipt by CytRx. In conducting Should such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant inspection lead to the calculation discovery of royalties under Section 3a discrepancy to CytRx's detriment, nonNantCell will, within forty-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve five (1245) month period, then Licensee shall pay the cost days after receipt of such examination (including without limitation TSRI’s attorney’s feesreport from the accounting firm, accountants fees and other costs), as well as pay any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, undisputed amount of the discrepancy plus interest on such said sum at the rate of [***] one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. All CytRx will pay the full cost of the review unless the underpayment of amounts due is greater than five percent (5%) of the amount due for the entire period being examined, in which case NantCell will pay the cost charged by such accounting firm and other reasonable out of pocket expenses for such review. Should the audit lead to the discovery of a discrepancy to NantCell's detriment, NantCell may credit the amount of the discrepancy, without interest, against future payments due hereunder payable to CytRx under this Agreement, and if there are no such payments payable, then CytRx shall be made pay to NantCell the amount of the discrepancy, without interest, within thirty forty-five (3045) days of Licensee’s NantCell's receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: Exclusive License Agreement (Cytrx Corp)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) a period not less than six years following after they are created, both during and after the end term of the reporting period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds [**] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a copy self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit reportof its books and records to verify the accuracy and completeness of the payments owed. TSRI may exercise Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit rights that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under this Section 7 no more frequently than once in any calendar year4.5.1 with the submission of the self-audit report to UFRF.

Appears in 1 contract

Samples: Standard Exclusive License Agreement (Applied Genetic Technologies Corp)

Record Keeping. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of all Licensed Products Products, Licensed Services and Licensed Processes made, used and sold under this Agreement, as appropriate to determine the amount of royaltiesroyalties (including the calculations of royalty credits and royalties on Combination Products, Sublicense Payments, Product Development Milestone Payments product development milestone payments and other monies due to TSRI USC hereunder, as well as records regarding the calculations of royalty offsets Sublicense Payments and Combination ProductsLicensee’s compliance with this Agreement. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available available, upon prior written notice to Licensee, during normal business hours for examination and copying by an independent USC and/or its designated certified public accounting firm selected by TSRI and reasonably acceptable to Licensee accountant for the purpose of verifying that the accuracy of Licensee’s reports and payments are accurate hereunder and that Licensee is in its compliance with this Agreement. In conducting such examinations pursuant to this Section 7Section, TSRI’s USC and/or its accountant shall have access to, and such accountant may disclose to TSRIUSC, all records which TSRI USC or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, non-royalty revenues other consideration under Section 4 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement, including access to inventory reports. Such examination These examinations shall be at TSRIUSC’s expense, except that if such an examination shows an underreporting or underpayment of [***] five percent (5%) or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRIUSC’s attorney’s fees, accountants accountant’s fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement USC had Licensee reported correctly, plus interest on such sum amounts at the rate of [***] one and one half percent (1 ½%) per month. All payments due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of the audit report. TSRI USC may exercise its audit rights under this Section 7 6 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: Exclusive License Agreement (Neonc Technologies Holdings, Inc.)

Record Keeping. Licensee NantBio shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and Licensed Processes as Product sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments royalties and other monies due to TSRI Etubics hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours for examination Etubics and copying by Michigan will each have the right, once annually at their own expense, to have its auditors or an independent independent, certified public accounting firm firm, selected by TSRI it and reasonably acceptable subject to Licensee NantBio’s prior written consent (which shall not be unreasonably withheld), review any such records of NantBio and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying that Licensee’s reports the basis and accuracy of payments are accurate and that Licensee is in compliance made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit more than once. NantBio will receive a copy of each such report concurrently with this Agreementreceipt by Etubics. In conducting Should such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant inspection lead to the calculation discovery of royalties under Section 3a discrepancy to Etubics’s detriment, nonNantBio will, within forty-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] or more for any twelve five (1245) month period, then Licensee shall pay the cost days after receipt of such examination (including without limitation TSRI’s attorney’s feesreport from the accounting firm, accountants fees and other costs), as well as pay any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, undisputed amount of the discrepancy plus interest on such said sum at the rate of [***] one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. All Etubics or Michigan will pay the full cost of the review unless the underpayment of amounts due is greater than ten percent (10%) of the amount due for the entire period being examined, in which case NantBio will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to NantBio’s detriment, NantBio may credit the amount of the discrepancy, without interest, against future payments due hereunder payable to Etubics under this Agreement, and if there are no such payments payable, then Etubics shall be made pay to NantBio the amount of the discrepancy, without interest, within thirty forty-five (3045) days of LicenseeNantBio’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar year.

Appears in 1 contract

Samples: Exclusive License Agreement (NantKwest, Inc.)

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keepkeep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and shall require its Affiliates and Sublicensees tax returns relating to keep, accurate records (together with supporting documentation) of sales of the Licensed Products and and/or Licensed Processes as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsProcesses. Such books and records shall be retained preserved for at least five (5) years following the end of the reporting a period to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are accurate and that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of not less than [***] or more for any twelve (12after they are created, both during and after the term of this Agreement. 6.2 Licensee and its Sublicensee(s) month periodshall take all steps necessary so that UFRF may, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum at the rate of within [***] per month. All payments due hereunder shall be made within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s receipt and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of a copy of the audit report. TSRI may exercise its audit rights under this Section 7 no UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more frequently than once two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within [***] of receiving notice thereof along with applicable interest as described in Section 4.5.1. If a royalty payment deficiency for a calendar year exceeds [***] percent ([***]%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within [***] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within [***] of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Standard Exclusive License Agreement (Viewray Inc)

Record Keeping. Licensee Company shall keep, and shall require its distributors, Affiliates and Sublicensees sublicensees to keep, keep accurate and correct records (together with supporting documentation) of sales of Licensed Products and Licensed Processes as made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies royalties due hereunder to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination ProductsUniversity. Such records shall be retained for at least five (5) [ * ] years following the end of the a given reporting period to which such records relateperiod. Such records They shall be available during normal business hours for examination and copying inspection no more than once in any calendar year at the expense of University by an independent certified public accounting firm University’s Internal Audit Department, or by a Certified Public Accountant selected by TSRI University and reasonably acceptable to Licensee approved by Company for the sole purpose of verifying that Licensee’s reports and payments are accurate hereunder. Such accountant shall not disclose to University any information other than information indicating the accuracy of reports and that Licensee is in compliance with payments made under this Agreement. In conducting such examinations pursuant Notwithstanding the foregoing provisions in this Article VIII, University shall not have the right to this Section 7inspect the records of Roche or Roche Affiliates, TSRI’s accountant but shall have access tothe right to require Company to exercise its rights under the Roche Agreement to (a) engage Roche’s independent certified accountants to perform, on behalf of Kosan, an audit in accordance with international accounting [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. standards of Roche’s books and records and (b) engage Company’s independent public accountant or audit specialty firm to interview knowledgeable employees of Roche and to examine and copy pertinent books and records, and may disclose report to TSRI, all records which TSRI reasonably believes to be relevant University the results of any such audits to the calculation of royalties extent applicable to University. In the event that any inspection under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination Article VIII shows an underreporting or underpayment under reporting and under payment by Company to University in excess of [***[ * ] or more for any twelve (12) month [ * ] period, then Licensee Company shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments sum that would have been payable to TSRI under this Agreement University had Licensee the Company reported correctly, plus interest on from the date such sum payments were due at the rate set forth in Section VII.F or, in the case of [***] per month. All an under reporting and under payment with respect to sales by Roche and Roche Affiliates, interest from the date such payments were due hereunder shall be made within thirty (30) days of Licensee’s receipt of a copy of at the audit report. TSRI may exercise its audit rights under this Section 7 no more frequently than once in any calendar yearLIBOR rate.

Appears in 1 contract

Samples: Exclusive License Agreement (Kosan Biosciences Inc)

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