Records Reports and Payments. 8.1 Licensee shall keep records and books of account in respect of all Licensed Products and conduct of services made and sold by Licensee or Related Companies under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies for the sale of Licensed Products and Licensed Services. Caltech shall have the right, during business hours, no more often than annually, to examine, or to have its designated auditors examine, such records and books provided Caltech gives Licensee five (5) business days notice. Licensee shall keep the same for at least three (3) years after it pays Caltech the royalties due for such Licensed Products and require Related Companies to do the same. Caltech shall not disclose to any third party any confidential information learned through an examination of such records and books, nor shall Caltech use any such information for any purpose other than determining and enforcing its rights under this Agreement.
8.2 On or before the last day of each February and August for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period by Licensee and Related Companies, and the royalties or other revenues Licensee received from Sublicensees other than Related Companies during the preceding semiannual period for the sale of Licensed Products. Each such report shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due Caltech. Notwithstanding foregoing, if (a) Caltech materially breaches this Agreement, and (b) Licensee gives Caltech written notice of the breach, and (c) Caltech has not cured the breach by the time a payment is due under this Paragraph, then Licensee may make the required payment into an interest bearing escrow account to be released when the breach is cured, less any damages that may be payable to Licensee by virtue of Caltech's breach.
Records Reports and Payments. 8.1 The Company will keep and maintain, and will require any and all of its Affiliates and sublicensees to keep and maintain, complete, accurate, and correct records and books relating to the sale or lease of the Licensed Products for four (4) years following the end of the calendar year to which such records and books pertain.
8.2 The Company will render to WFUHS calendar quarter reports for each calendar quarter during the term hereof. Within thirty (30) days following (i) each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicable:
(i) an accounting for all Licensed Products sold, distributed or used;
(ii) gross receipts from the sale of Licensed Products;
(iii) any applicable reductions calculated as provided in the definition of “Net Sales” hereunder;
(iv) total Net Sales;
(v) total of all milestone payments due and payable to WFUHS; and
(vi) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then due. The Company will remit to WFUHS with each such report the amount of royalty and other payments shown thereby to be due. If no sales of Licensed Products were made during any calendar quarter, the Company will provide to WFUHS a statement to that effect.
8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable to the Company, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined owed but not paid will be paid promptly to WFUHS with interest accruing from the date finally determined at the rate of [********] per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no ...
Records Reports and Payments. 5.1. Xxxxxx shall keep complete and accurate records and books of account containing all particulars and reasonable supporting documentation concerning all Licensed Products made, imported, used, offered for sale, sold or otherwise distributed by Xxxxxx or Related Companies under thin Agreement, the Gross Invoice Amount for Licensed Products and the calculation of amounts payable under this Agreement. Xxxxxx shall retain such records and books for at least three (3) years after Xxxxxx pays Photobit the applicable royalties. Xxxxxx shall require Related Companies to maintain such records and books as are necessary for Xxxxxx to comply with the foregoing obligations. During such three (3) year period, within a reasonable time after receipt of notice from Photobit, Xxxxxx shall allow a certified public accountant selected by Photobit and acceptable to Xxxxxx to examine during business hours, no more often than annually, any such records and books. Photobit shall neither use nor disclose to any third party except Cal Tech any confidential information learned through an examination of such records and books for any purpose other than determining and enforcing Photobit's rights under this Agreement.
5.2. On or before the last day of each February, May, August and November for so long as royalties are payable under this Agreement, Xxxxxx shall render to Photobit a report in writing, setting forth by model the number of units of Licensed Products manufactured and the number of units distributed during the preceding calendar quarter by Xxxxxx and Related Companies and the Gross Invoice Amount for Licensed Products. Each such reports shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due to Photobit.
5.3. If Xxxxxx fails to make any payment required under this Agreement when due, Xxxxxx shall pay interest on such amount at an annual rate equal to the lowest prime or base rate as published by The Wall Street Journal on or nearest to the date on which the payment is due plus four percent (4%), which interest shall accrue from the date the payment is due until the date such payment is made in full. If such rate exceeds the rate allowed by applicable law, then the highest rate allowed by law shall apply.
Records Reports and Payments. 14. CMS shall keep records and books of account in respect of all Licensed Products made and sold by CMS under this agreement, and CMS shall require the same in respect to sales by its distributors, agents, and related companies. CALTECH shall have the right at its expense, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. during business hours, to examine, or to have its designated auditors examine, such records and books of account, and CMS shall keep the same for at least three years after it pays CALTECH the royalties due for such Licensed Products and require Related Buyers to do the same.
15. On or before the forty-fifth day after the close of each calendar quarter after the first commercial sale, CMS shall render to CALTECH a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold during the preceding calendar quarter by CMS and its distributors, agents and related companies, and also setting forth all information necessary to determine the royalties payable hereunder, such report to be accompanied by payment of the royalties shown by said report to be due CALTECH. Royalties and royalty reports for sales by sublicensees are due in the quarter after receipt of such payments and reports by CMS from its sublicensees.
Records Reports and Payments. 6.1 The Newly formed Blue Orange Mining Limited will be obligated to: (a) keep adequate and sufficiently detailed records to enable the company's financial obligations as required under this Agreement to be readily determined; and (b) within forty-eight (48) hours provide such records for inspection and copying to the First Party's authorized representatives, with reasonable notice, at any time during the Newco's regular business hours.
6.2 The Newly formed Blue Orange Mining Limited shall be obligated to provide all auditing, financial and other business records to the board of Directors of GGSM Mining Limited on a three-monthly basis or at any other time when reasonably so requested.
Records Reports and Payments. 5.1 not applicable 5.2 not applicable 5.3 not applicable -------------------------- Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
Records Reports and Payments. 7.1 The Company shall report to UC the date of first sale of a Licensed Product by Company or a sublicensee within thirty (30) days following that sale.
7.2 No later than sixty (60) days after the end of each Fiscal Year, the Company shall provide to UC a written annual Progress Report. If multiple technologies are covered by the license granted hereunder, the Progress Report shall provide the information set forth above for each technology. If UC believes in good faith that progress is not equal to that anticipated in the previous year’s plan, the Company shall explain the reasons for the difference and prepare and present a modified business plan for UC’s review and approval. The Company shall also provide any reasonable additional data UC requires to evaluate the Company’s performance.
7.3 The Company shall deliver to UC within sixty (60) days after the end of each Calendar Quarter a written report showing its sales of the Licensed Product as well as any payments from sublicensees and its computation of remuneration to UC due under this Agreement for such Calendar Quarter and at the same time make the payment of the remuneration due. If it had no sale of any Licensed Product by Company or a sublicensee the report shall so state. All Net Sales shall be segmented in each such report according to each UC technology in the Licensed Product. For payments by sublicensees, the report shall segment the payments by any applicable UC technology in the sublicensed product. The report shall include the rates of exchange used for conversion to US Dollars (USD) from the currency in which such sales were made.
7.3.1 In cases of sales outside the USA, royalty payments shall be made in net US Dollars. The amounts shall be calculated using currency exchange rates as set forth in The Wall Street Journal on the last day of the Calendar Quarter for which remuneration is due as noted in 7.3.
7.3.2 All payments due to UC from the Company shall be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to UC pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by the Company. Late payments shall be subject to an interest charge of the lesser of one percent (1%) per month or the maximum allowed by law.
7.3.3 The Company shall keep full, true and accurate bo...
Records Reports and Payments. 5.1 not applicable 5.2 not applicable 5.3 not applicable
Records Reports and Payments. 13 Article 6
Records Reports and Payments. (a) Licensee shall keep records and books of account in respect of all Licensed Products made and sold by Licensee under this Agreement, including records showing the receipts and collections for such sales, and Licensee shall require the same in respect to sales by its distributors agents, and related companies. Licensor shall have the right, during business hours, to examine, or to have its designated auditors examine, such records and books of account, and Licensee shall keep the same for at least three years after it pays Licensor the royalties due for such Licensed Products and require related companies to do the same.
(b) On or before the twentieth day of each January, April, July and October after the effective date of this Agreement, Licensee shall render to Licensor a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold during the preceding calendar quarter by Licensee and its distributors, agents and related companies, and also setting forth all information necessary to determine the royalties payable hereunder, such report to be accompanied by payment of the royalties shown by said report and monies received by Licensee during the preceding calendar quarter and due Licensor. The report is to be certified as true and accurate by an officer of Licensee.
