Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Licensee or an Affiliate of Licensee registering securities in a public offering, Licensor shall reasonably cooperate with Licensee or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Licensed Products that are at that time in existence and in the possession of Licensor as Licensee may reasonably request in connection with the preparation by Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by Licensee or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X. Licensor shall provide all financial information reasonably available to Licensor that Licensee reasonably requests to comply with any SEC requirements that apply in connection with Licensee or an Affiliate of Licensee registering securities in a public offering. The cooperation provided by Licensee under this Section 11.9 (Reporting of Financial Information) will include: (i) [***] to the extent required in connection with any such audit performed by Licensee’s auditors, (ii) providing Licensee or its Affiliates and their respective accountants and auditors with access to [***] by Licensor to Licensor’s accountants and auditors, and (iii) causing Licensor’s accountants, auditors, and counsel to cooperate with Licensee or its Affiliates and its accountants, auditors, and counsel. Licensor hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee under this Section 11.9 (Reporting of Financial Information) in any filing by Licensee or its Affiliates with the SEC and, upon request therefor of Licensee, agrees to request that any auditor of Licensor that audits any financial statements provided to Licensee or its Affiliates under this Section 11.9 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee or its Affiliates with the SEC.
Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC (or equivalent foreign agency) in connection with EverInsight or an Affiliate of EverInsight registering securities in a public offering, VistaGen shall (a) cooperate with EverInsight or its Affiliates and their respective accountants and auditors by providing copies of books, and records related to the Licensed Product as EverInsight may reasonably request in connection with the preparation by EverInsight or its Affiliates of historical and pro forma financial statements related to the Licensed Product as may be required to be included in any filing made by EverInsight or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X (or equivalent foreign laws and regulations) and (b) without limiting the foregoing, shall provide EverInsight with such information as is required for EverInsight or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Product, for the three (3) Calendar Years prior to the Effective Date (or such shorter period as agreed to by EverInsight) and information requested by EverInsight and reasonably necessary to prepare any applicable pro forma financial information required to be filed by EverInsight with the SEC (or equivalent foreign agency). EverInsight may also derive such “carve out” financial statements from VistaGen’s historical financial statements and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory as of the dates thereof. EverInsight shall (i) submit to VistaGen any proposed filing containing or incorporating by reference any financial statements provided to EverInsight under this Section 10.6 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no event, unless inconsistent with Applicable Laws, less than fifteen (15) days prior to the anticipated date of filing) so as to provide VistaGen a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. All information of VistaGen obtained by or on behalf of EverInsight under this Section 10.6 (Reporting of Financial Information) shall be deemed Confidential Information of VistaGen.
Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with a Party or an Affiliate of a Party registering securities in a public offering (the applicable Party, a “Reporting Party”), the other Party (the “Other Party”) shall (a) cooperate with the Reporting Party or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Licensed Products as the Reporting Party may reasonably request in connection with the preparation by the Reporting Party or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by the Reporting Party or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X and (b) without limiting the foregoing, shall provide the Reporting Party with such information as is required for the Reporting Party or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Products, for the two (2) Fiscal Years prior to the Effective Date (or such shorter period as agreed to by the Reporting Party) and information requested by the Reporting Party and reasonably necessary to prepare any applicable pro forma financial information required to be filed by the Reporting Party with the SEC. Such cooperation shall include, as applicable, (i) the signing of management representation letters to the extent required in connection with any such audit performed by the Reporting Party’s auditors,
Reporting of Financial Information. Until the first anniversary of the Closing Date, to the extent required by the U.S. Securities and Exchange Commission (the “SEC”), Arena shall (a) reasonably cooperate with UT or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Products as UT may reasonably request in connection with the preparation by UT or its Affiliates of historical and pro forma financial statements related to the Product Assets as may be required to be included in any filing made by UT or any of its Affiliates under the Securities Act or the Exchange Act, including Regulation S-X and (b) without limiting the foregoing, shall provide UT with such information to the extent required for UT or its Affiliates to prepare audited “carve out” financial statements related to the Product Assets, for the period prior to the date hereof required by the SEC and information requested by UT and reasonably necessary to prepare any applicable pro forma financial information required to be filed by UT with the SEC. Such cooperation shall include, as applicable, (i) the signing of management representation letters to the extent required in connection with any such audit performed by UT’s auditors, (ii) providing UT or its Affiliates and their respective accountants and auditors with access to management representation letters provided by Arena to Arena’s accountants and auditors, and (iii) using commercially reasonable efforts to cause Arena’s accountants, auditors, and counsel to cooperate with UT or its Affiliates and its accountants, auditors, and counsel in connection with the preparation and audit of any financial information to be provided under this Section 6.7(e) and diligence activities that may be required in connection with an underwritten securities offering by UT. Parties hereby expressly agree and acknowledge that such agreement to cooperate by Arena in this Section 6.9 and Arena’s consent (not to be unreasonably withheld, conditioned or delayed) to the inclusion or incorporation by reference of any financial information provided to UT under this Section 6.9(e) in any filing by UT or its Affiliates with the SEC are contingent upon (1) Arena receiving a written notice of a request from UT for information, documents, including management representation letters, or access, as applicable, no less than 60 days in advance of applicable filing date, which notice must provide in reasonable detail the nature and sco...
Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with registering securities in a public offering, each Party shall cooperate with the other by providing access to information, books, and records related to the Licensed Products as may reasonably request in connection with the preparation of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by the other Party or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X and shall use reasonable efforts to exercise any rights under the Head License enjoyed by such Party to facilitate the same. The requesting Party shall promptly pay or reimburse all documented costs incurred by the providing Party or its Affiliates (or TheraVida on behalf of such providing Party) in complying with this Section 9.7.
Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Everest or an Affiliate of Everest registering securities in a public offering, Xxxxx Parent shall (a) cooperate with Everest or its Affiliates and their respective accountants and auditors by providing copies of books, and records related to the Licensed Products as Everest may reasonably request in connection with the preparation by Everest or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by Everest or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X and (b) without limiting the foregoing, shall provide Everest with such information as is required for Everest or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Products, for the [***] Fiscal Years prior to the Effective Date (or such shorter period as agreed to by Everest) and information requested by Everest and reasonably necessary to prepare any applicable pro forma financial information required to be filed by Everest with the SEC. Everest may also derive such “carve out” financial statements from Xxxxx Parent’s historical financial statements and accurately present in all material respects the financial position of the Licensed Products in the Licensed Field in the Territory as of the dates thereof. Everest shall (i) submit to NPLH any proposed filing containing or incorporating by reference any financial statements provided to Everest under this Section 10.6 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no event, unless inconsistent with Applicable Laws, less than [***] Business Days prior to the anticipated date of filing) so as to provide NPLH a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. Everest shall reimburse NPLH for all costs and expenses incurred by or on account of NPLH in connection with its compliance with this Section 10.6 (Reporting of Financial Information). All information of NPLH obtained by or on behalf of Everest under this Section 10.6 (Reporting of Financial Information) shall be deemed Confidential Information of NPLH.
Reporting of Financial Information. If the Other Party is required to provide the Reporting Party with the audited financial statements contemplated hereunder, the selection of an Confidential material omitted and filed separately with the Commission 62 external audit firm will be at the discretion of the Other Party. Such financial statements shall be derived from the Other Party’s historical financial statements, and accurately present in all material respects the financial position of the Licensed Products as of the dates thereof. the Other Party hereby consents to the inclusion or incorporation by reference of any financial statements provided to the Reporting Party under this Section 12.9 (Reporting of Financial Information) in any filing by the Reporting Party or its Affiliates with the SEC and, upon request therefor of the Reporting Party, agrees to request that any auditor of the Other Party that audits any financial statements provided to the Reporting Party or its Affiliates under this Section 12.9 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by the Reporting Party or its Affiliates with the SEC.
Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Licensee or an Affiliate of Licensee registering securities in a public offering, Licensor shall (a) cooperate with Licensee or its Affiliates and their [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED
Reporting of Financial Information. If Licensor is required to provide Licensee with the audited financial statements contemplated hereunder, the selection of an external audit firm will be at the discretion of Licensor. Such financial statements shall be derived from Licensor’s historical financial statements, and accurately present in all material respects the financial position of the Licensed Products as of the dates thereof. Licensor hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee under this Section 11.9 (Reporting of Financial Information) in any filing by Licensee or its Affiliates with the SEC and, upon request therefor of Licensee, agrees to request that any auditor of Licensor that audits any financial statements provided to Licensee or its Affiliates under this Section 11.9 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee or its Affiliates with the SEC.
Reporting of Financial Information. Gross Profits for each quarter shall be reported to the Sub-Licensor in writing within 15 days of the end of the quarter. The Royalty shall be paid within 30 days of the end of each quarter.
