Records of Net Sales Sample Clauses

Records of Net Sales. FALK and its Affiliates shall keep full, true and accurate books of xxxxunt containing all particulars that may be necessary for the purpose of calculating all royalties payable to ALTUS. Such books of accounts shall be kept at their principal place of business. ALTUS or its authorized independent public accountant shall have the right to perform an audit, conducted in accordance with German GAAP, of such books and records of FALK and its Affiliates that are necessary to report on Net Sales of xxx Licensed Product for the period or periods requested by ALTUS and the correctness of any report or payments made under this Agreement. Upon timely request and at least [*****************] prior written notice from ALTUS, such audit shall be conducted during FALK's regular business hours in such a manner as to not unnecessarixx xxxerfere with FALK's normal business activities, and shall be limited to results ix xxx [*******************] prior to audit notification. Such audit shall not be performed more frequently than [********************] nor more frequently than [***] with respect to records covering any specific period of time. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as FALK Confidential Information subject to the obligations of this Agrxxxxnt and need neither be retained more than [************] after completion of an audit hereof, if an audit has been requested; nor more than [*********] from the end of the calendar year to which each shall pertain; nor more than [***********] after the date of expiration or termination of this Agreement. If the audit reveals an underpayment, FALK shall promptly make up such underpayment with interest, to the xxxxnt permitted by applicable law, with such interest payment calculated for each month during the delinquent period at the Prime rate applicable on the last day of such month as reported in the Wall Street Journal from time to time, plus, at ALTUS' option, an additional [*********], calculated on the number of days such underpayment amount is overdue. If the audit reveals that the royalties owed by FALK to ALTUS for the countries specifically requested and for any cxxxxdar year in total have been understated by more than [*************], FALK shall, in addition, pay the reasonable costs of such audit work. Xxe failure of ALTUS to request verification of any royalty calculatio...
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Records of Net Sales. Each of Corixa and GenQuest shall maintain complete and accurate records of Net Sales which are relevant to the payments to be made under this Agreement. Such records shall be open during reasonable business hours for a period of five (5) years from their creation for examination at the other party's expense and not more often than once each year by a certified public accountant selected by the examining party and reasonably acceptable to the party maintaining the records. Such accountant shall review the records for the sole purpose of verifying the accuracy of the calculations or payments made under this Agreement and such information shall be considered confidential under the terms of this Agreement. In the event the examination shows an underpayment of more than [***] for any calendar quarter examined due to an error on the part of the record-keeping party, such party shall pay the examining party the amounts underpaid, [***] of such amounts, and the cost of such examination.
Sample 1Sample 2
Records of Net Sales. With effect from the Amendment No.1 Effective Date, Article 7 of the Agreement is hereby further amended by inserting “and 7.8A” immediately after “7.8” in Section 7.9.
Sample 1
Records of Net Sales. Licensee shall maintain complete and accurate records which are relevant to Net Sales under this Agreement and, upon the written request of Schering with at least ten (10) Business Days’ notice, Licensee shall permit an independent certified public accounting firm of internationally recognized standing selected by Schering and consented to by Licensee, to have access to such records during reasonable business hours for any Royalty Year ending not more than three (3) full Years prior to the date of such request for examination at Schering’s expense and not more often than once each Year, for the sole purpose of verifying for Schering the correctness of calculations under this Agreement. Schering shall bear its own costs related to such audit; provided, that for any underpayments of royalties by Licensee in an amount greater than five percent (5%) of the royalties owed in the aggregate by Licensee for the applicable period or periods being examined, Licensee shall pay Schering the amount of underpayment, interest on the amount of the underpayment as provided for in Section 9.2 from the time the royalty was due and the reasonable out-of-pocket costs of such accounting firm. For any underpayments of royalties by Licensee in an amount less than five percent (5%) of the royalties owed in the aggregate by Licensee for the applicable period or periods being examined under this Section 8.2, Licensee shall pay Schering the amount of such underpayment. Any overpayments by Licensee will, at Licensee’s option, be refunded to Licensee or credited to future royalties. The accounting firm shall disclose to Schering only whether the reports are correct or incorrect and the specific details concerning any discrepancies. Any records or accounting information received from Licensee shall be confidential information solely for the purpose of Section 8.1. Results of any such audit shall be provided to both Parties and shall be considered Confidential Information as defined in Section 13.1. Upon the expiration of twenty-four (24) months following the end of any Royalty Year the calculation of royalties for such Royalty Year shall be binding and conclusive upon Schering, and Licensee shall be released from any liability or accountability with respect to royalties for such Royalty Year.
Sample 1
Records of Net Sales. COR party will maintain complete and accurate records of Net Sales which are relevant to payments to be made under this Agreement and such records shall be open during reasonable business hours for a period of [**] years from creation of individual records for examination at Kyowa Hakko's expense and not more often than once each year by a certified public accountant selected by Kyowa Hakko and acceptable to COR for the sole purpose of verifying for Kyowa Hakko the correctness of calculations or payments made under this Agreement.
Sample 1
Records of Net Sales. Each Party shall keep complete and correct records of its Net Sales and the Net Sales of its associated Selling Parties and shall provide to the other Party on a quarterly basis a summary report indicating all Net Sales giving rise to royalties payable to the other Party on a product-by-product and country-by-country basis for the preceding quarter. Quarterly royalty payments under this Agreement shall be calculated at the royalty rates set out in Sections 7.6m 7.7 and 7.8 or Article 13 and 3, as applicable, save that the royalty rate(s) applicable to the whole or any portions of any quarterly royalty payment shall be calculated by adding together on a product-by-product basis all Net Sales made by a Party and its associated Selling Parties so far during that calendar year. Such quarterly payments shall be due and payable within *** after March 31, June 30, September 30 and December 31 of each calendar year. Exchange rates applicable for the calculation of quarterly royalty payments shall be based on ***. For the avoidance of doubt, only one (1) royalty shall be payable on the Net Sales of any item of Licensed Product, Niche Candidate or Residual Product, irrespective of (a) the number of indications for which such Licensed Product, Niche Candidate or Residual Product, or any combination thereof, is sold or used, or (b) the number of Valid Claims that cover such Licensed Product, Niche Candidate or Residual Product, and shall end all further payment obligations to the licensor Party in respect of the commercial exploitation of such item, including any obligation of any end user or other Person to whom or which such item is sold.
Sample 1
Records of Net Sales. 15 9.3 Payments........................................... 15 Article 10 B&L's Exclusivity Obligations...................... 15
Sample 1
AutoNDA by SimpleDocs
Records of Net Sales. Each party shall keep and cause its Affiliates and permitted sublicensees to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by either the other party's auditor(s) or an independent certified accountant selected by such party, except one to whom the party whose records are being inspected has a reasonable objection, for the purpose of verifying the amount of payments due and payable. Such auditor(s) or independent certified accountant shall keep confidential (under written obligation of confidentiality reasonably acceptable to the other party) any information obtained during such examination and shall report to the party auditing such records only that information required to be provided hereunder. Said right of inspection may be exercised not more than once in any calendar year, but will exist for three (3) years from the date of origination of any such record, and this requirement and right of inspection shall survive any termination of this Agreement. The inspecting party shall be responsible for all expenses of its auditor(s) or independent accountants associated with such inspection. However, in the event that such inspection reveals an underpayment of amounts due hereunder in excess of ten percent (10%), then said inspection shall be at the expense of the party whose records are being inspected and the amount of such underpayment shall bear interest at the rate of ten percent (10%) annually, commencing on the date the obligation to pay such underpayment initially accrued hereunder. If such inspection reveals an overpayment hereunder, the parties shall credit such overpayment against the next payment due hereunder.
Sample 1
Records of Net Sales. The Distributor shall keep and cause its Affiliates to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement. The records and books shall be open for inspection during business hours upon reasonable notice by the Company or an independent certified accountant selected by the Company for the purpose of verifying the amount of payments due and payable. Said right of inspection may be exercised not more than once in any calendar year, but will exist for five (5) years from the date of origination of any such record, and this requirement and right of inspection shall survive any termination of this Agreement. The Company shall be responsible for all of its expenses or its independent accountants associated with such inspection. However, in the event that such inspection reveals an underpayment of amounts due hereunder in excess of ten percent (10%), then said inspection shall be at the expense of the Distributor and the amount of such underpayment shall bear interest at the rate of one and one-half percent (1.5%) per month, commencing on the date the obligation to pay such underpayment initially accrued hereunder. If such inspection reveals an overpayment hereunder, the Company shall credit such overpayment against the next payment due hereunder.
Sample 1

Related to Records of Net Sales

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.

  • Books Records and Reports 12.1 At all times during the continuance of the Company, the Company shall keep or cause to be kept full and true books of account, in which shall be entered fully and accurately each transaction of the Company. The books of account, together with an executed copy of the Certificate of Formation of the Company and any amendments thereto, shall at all times be maintained at the principal office of the Company and shall be open to inspection and examination by the members or their representatives at reasonable hours and upon reasonable notice. For purpose hereof, the Company shall keep its books and records on the same method of accounting employed for tax purposes.

  • Records; Visits The books and records pertaining to the Fund, which are in the possession or under the control of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

  • Offices, Records and Books of Account The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 7.02 of the Agreement or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Books Records Accounting and Reports Section 8.1 Records and Accounting 75 Section 8.2 Fiscal Year 75 Section 8.3 Reports 75 ARTICLE IX

  • Records, Audits and Reports At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company.

  • Books Records and Accounting The General Partner shall keep or cause to be kept at the registered office of the Partnership appropriate books and records with respect to the Partnership’s activities and affairs. Any books and records maintained by or on behalf of the Partnership in the regular course of its activities and undertakings, including the record of the Record Holders, books of account and records of Partnership proceedings, may be kept on information storage devices, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with IFRS-IASB. In accordance with Bermuda Law, the records of account and registers will be kept available for inspection by any Limited Partner or its duly authorized representatives during regular business hours at the registered office of the Partnership. Limited Partners shall not have access to any information of the Partnership contained in its books and records which the General Partner is required by legal or contractual restriction to keep confidential or which, in the opinion of the General Partner, acting reasonably, should be kept confidential in the interests of the Partnership or may be kept confidential as provided in this Agreement, and each Limited Partner hereby waives any right to greater access to the books and records of the Partnership than is permitted herein, to the greatest extent permitted by Law.

  • Research Records Each Party shall maintain records of each Research Program (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved by or on behalf of such Party in the performance of such Research Program. All laboratory notebooks shall be maintained for no less than [***].

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!