Common use of Records Reports and Payments Clause in Contracts

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 9.1 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 its Affiliates under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies Affiliates for the sale of Licensed Products and Licensed ServicesProducts. 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 noticebooks. 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 its Affiliates 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 9.2 Following the first commercial sale of a Licensed Product, on or before the last day of each February February, May, August and August November for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth Net Revenues and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period calendar quarter by Licensee and Related Companiesits Affiliates, and the royalties or other revenues Licensee received from Sublicensees other than Related Companies Affiliates during the preceding semiannual period calendar quarter 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 the foregoing, if (ai) Caltech materially breaches this Agreement, and (bii) Licensee gives Caltech written notice of the breach, and (ciii) 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 ’s breach.

Records Reports and Payments. 8.1 9.1 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 its Affiliates under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies Licensee’s Affiliates for the sale of Licensed Products and Licensed ServicesProducts. Caltech shall have the rightright at its own cost, during Licensee’s business hours, no more often than annually, to examine, or have an independent certified public accounting firm of nationally recognized standing to have its designated auditors examine, examine such records and books provided Caltech gives Licensee five (5) business days noticebooks. 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 Licensee’s Affiliates to do the same. The accounting firm shall disclose to Caltech only whether or not the reports are correct and the amount of any discrepancies. Caltech shall, and shall cause its accounting firm to, 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 9.2 Following the first commercial sale of a Licensed Product, on or before the last day of each February February, May, August and August November for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth Net Sales and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period calendar quarter by Licensee and Related Companiesits Affiliates, and the royalties or other revenues received by Licensee received from Net Sales of Licensed Products made by Licensee’s Sublicensees other than Related Companies Affiliates during the preceding semiannual period for the sale of Licensed Productscalendar quarter. 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 (ai) Caltech materially breaches this Agreement, and (bii) Licensee gives Caltech written notice of the breach, and (ciii) Caltech has not cured the breach by the time a payment is due under this ParagraphSection, 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 License by virtue of or Caltech's ’s breach. Royalty reports which are not challenged by Caltech or amended by Licensee within thirty-six (36) months after receipt by Caltech shall be conclusively presumed correct and not subject to challenge, audit, or amendment.

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 ServicesProducts. Caltech AZM 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 noticebooks. Licensee shall keep the same for at least three (3) years after it pays Caltech the royalties due receives such revenues for such Licensed Products and require Related Companies to do the same. Caltech AZM shall not disclose to any third party any confidential information learned through an examination of such records and booksbooks except as may be required to disclose to Caltech under the terms of the Caltech License, nor shall Caltech AZM use any such information for any purpose other than determining and enforcing its rights under this Agreement. 8.2 On or before each anniversary of the last day of each February and August for so long as royalties are payable under this AgreementEffective Date, Licensee shall render to Caltech AZM a report in writing, setting forth Net Revenues and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period year by Licensee and Related Companies, and the royalties or other revenues Licensee received from Sublicensees other than Related Companies during the preceding semiannual period year for the sale of Licensed Products. Each such report shall also set forth an explanation of Notwithstanding 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 (ai) Caltech AZM materially breaches this Agreement, and (bii) Licensee gives Caltech AZM written notice of the breach, and (ciii) Caltech AZM 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 AZM’s breach. 8.3 On each anniversary of the Effective Date, Licensee shall render to AZM a report in writing, setting forth Licensee’s efforts, progress and future plans regarding ongoing and active research programs, sales and marketing programs, and product development and deployment programs, and progress towards the introduction of commercial Licensed Products in the US.

Records Reports and Payments. 8.1 9.1 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 its Affiliates under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies Licensee’s Affiliates for the sale [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation of Licensed Products and Licensed ServicesProducts. Caltech shall have the rightright at its own cost, during Licensee’s business hours, no more often than annually, to examine, or have an independent certified public accounting firm of nationally recognized standing to have its designated auditors examine, examine such records and books provided Caltech gives Licensee five (5) business days noticebooks. 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 Licensee’s Affiliates to do the same. The accounting firm shall disclose to Caltech only whether or not the reports are correct and the amount of any discrepancies. Caltech shall, and shall cause its accounting firm to, 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 9.2 Following the first commercial sale of a Licensed Product, on or before the last day of each February February, May, August and August November for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth Net Sales and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period calendar quarter by Licensee and Related Companiesits Affiliates, and the royalties or other revenues received by Licensee received from Net Sales of Licensed Products made by Licensee’s Sublicensees other than Related Companies Affiliates during the preceding semiannual period for the sale of Licensed Productscalendar quarter. 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 (ai) Caltech materially breaches this Agreement, and (bii) Licensee gives Caltech written notice of the breach, and (ciii) Caltech has not cured the breach by the time a payment is due under this ParagraphSection, 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 License by virtue of or Caltech's ’s breach. Royalty reports which are not challenged by Caltech or amended by Licensee within thirty-six (36) months after receipt by Caltech shall be conclusively presumed correct and not subject to challenge, audit, or amendment.

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 ServicesProducts. Caltech shall have the right, during business hours, no more often than annually[**], and upon reasonable notice to Licensee to examine, or to have its designated auditors examine, such records and books provided Caltech gives Licensee five (5) business days noticebooks. 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 Following the first commercial sale of a Licensed Product, on or before the last day of each February February, May, August and August November for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth Net Revenues and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period calendar quarter by Licensee and Related Companies, and the royalties or other revenues Licensee received from Sublicensees other than Related Companies during the preceding semiannual period calendar quarter 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 the foregoing, if (ai) Caltech materially breaches this Agreement, and (bii) Licensee gives Caltech written notice of the breach, and (ciii) 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 ’s breach.

Records Reports and Payments. 8.1 9.1 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 its Affiliates under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies Licensee’s Affiliates for the sale [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of Licensed Products and Licensed ServicesProducts. Caltech shall have the rightright at its own cost, during Licensee’s business hours, no more often than annually, to examine, or have an independent certified public accounting firm of nationally recognized standing to have its designated auditors examine, examine such records and books provided Caltech gives Licensee five (5) business days noticebooks. 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 Licensee’s Affiliates to do the same. The accounting firm shall disclose to Caltech only whether or not the reports are correct and the amount of any discrepancies. Caltech shall, and shall cause its accounting firm to, 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 9.2 Following the first commercial sale of a Licensed Product, on or before the last day of each February February, May, August and August November for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth Net Sales and the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period calendar quarter by Licensee and Related Companiesits Affiliates, and the royalties or other revenues received by Licensee received from Net Sales of Licensed Products made by Licensee’s Sublicensees other than Related Companies Affiliates during the preceding semiannual period for the sale of Licensed Productscalendar quarter. 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 (ai) Caltech materially breaches this Agreement, and (bii) Licensee gives Caltech written notice of the breach, and (ciii) Caltech has not cured the breach by the time a payment is due under this ParagraphSection, 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 License by virtue of or Caltech's ’s breach. Royalty reports which are not challenged by Caltech or amended by Licensee within thirty-six (36) months after receipt by Caltech shall be conclusively presumed correct and not subject to challenge, audit, or amendment.

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 tong 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 (cC) 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.