Reports and Audit Rights Sample Clauses
Reports and Audit Rights. Licensee shall grant Telerik audit rights against Licensee twice within a calendar three hundred and sixty five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
Reports and Audit Rights. 10.1 The Licensee will provide OUI with a report at least once in every six (6) months detailing the activities and achievements in its development of the Licensed Technology in order to facilitate its commercial exploitation, and in the development of potential Licensed Products.
10.2 The Licensee will provide OUI with a royalty report within thirty (30) days after the close of each Quarter for each Licensed Product Marketed by the Licensee, including a royalty report confirming that no royalties are due for a Quarter. Each Royalty Report will:
10.2.1 set out the Net Sales of each Licensed Product Marketed by the Licensee or any sub-licensee, including the total gross selling price of each Licensed Product Marketed by the Licensee and any sub-licensees and the quantity or total number of units of each Licensed Product Marketed by the Licensee or any sub-licensee;
10.2.2 set out details of deductions made in the calculation of Net Sales from the invoiced price of each Licensed Product in the form in which it is Marketed by the Licensee;
10.2.3 set out details of the quantity of Licensed Products used for promotional sampling by the Licensee;
10.2.4 provide a calculation of the royalties due from the Licensee to be paid at the Royalty Rate;
10.2.5 set out details of payments received by the Licensee to which the Fee Income Royalty Rate applies and provide a calculation of the royalties due from the Licensee to be paid at the Fee Income Royalty Rate;
10.2.6 set out details of Milestones achieved by the Licensee or any sub-licensees;
10.2.7 provide a statement showing whether or not royalties due exceed the Minimum Sum and, if so, by how much; and
10.2.8 set out the steps taken during the Licence Year to promote and Market Licensed Products. The Licensee must pay OUI the royalties due in respect of the Quarter just closed at the same time as the Licensee delivers the Royalty Report, provided that, if requested, OUI will issue an invoice for the relevant payment prior to payment.
10.3 In the event of a dispute regarding the calculation of Net Sales or other payments, including the Licensee’s interpretation of International Financial Reporting Standards, whether following an audit pursuant to clause 10.6 or otherwise, the dispute shall be referred to an appropriately qualified independent expert (the “Expert”) jointly appointed by the parties (acting reasonably) who shall settle the dispute as follows. The Expert shall ask each party for written submissions wit...
Reports and Audit Rights. (a) ACADIA will provide the Distributor a summary, in sufficient detail, of ACADIA’s Sales Representatives’ Detailing activities relating to Product in the Field in the United States within […***…] Business Days after the end of each month. ACADIA will keep accurate records, in sufficient detail, of ACADIA’s Sales Representatives’ Detailing activities relating to Product in the Field in the United States for a period of […***…] years from the date the applicable Detailing activities to determine the amounts owed by the Distributor to ACADIA hereunder and to enable the Distributor and the Commercial Committee to monitor compliance with the Sales Operation Plan. Such records shall include, but not be limited to, the number and type of Details performed, the audience, the outcome (reported in a manner consistent with standardized call reporting notes of the Distributor), Sample accountability, and such other parameters as the Commercial Committee may determine from time to time should be recorded and reported. Such records shall be provided to the Distributor, in such format as reasonably requested by the Distributor and which meets the Distributor’s requirements for reporting to Regulatory Authorities in the United States.
(b) During normal business hours and with not less than […***…] Business Days’ advance written notice to ACADIA, ACADIA will permit the Distributor or its authorized representatives to (i) have access to the records of ACADIA’s Sales Representatives’ Detailing activities with respect to Product in the Field in the United States maintained by ACADIA for purposes of verifying the accuracy of the invoices presented by ACADIA hereunder, and (ii) audit such records; provided, however that such audits may not be performed by the Distributor more than once per Calendar Year and records for any particular Calendar Quarter shall be subject to no more than one inspection. Any and all audits undertaken by the Distributor pursuant to this Section shall be performed […***…]. The Parties will endeavor in such inspection to minimize disruption of ACADIA’s normal business activities to the extent reasonably practicable.
Reports and Audit Rights. (a) XenoPort will keep accurate records in sufficient detail of the XenoPort’s Sales Representatives’ Detailing activities relating to the Product to determine the amounts owed by GSK to XenoPort hereunder. XenoPort shall keep such records regarding such Sales Representatives’ Detailing activities during the period during which XenoPort is Co-Promoting the Product and for a period of [… * …]. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(b) During normal business hours and with not less than [… * …] advance written notice to XenoPort, XenoPort will permit GSK or its authorized representatives to (i) have access to the records of XenoPort Sales Representative Detailing activities maintained by XenoPort for purposes of verifying the accuracy of the invoices presented by XenoPort hereunder, and (ii) audit such records; provided, however that [… * …]. Any and all audits undertaken by GSK pursuant to this Section shall be performed [… * …].
Reports and Audit Rights. OEM shall make written reports in a form ------------------------ reasonably acceptable to NTI of all copies of the TVS Software distributed pursuant to this Agreement and grant audit rights to NTI as set forth in Exhibit B hereto.
Reports and Audit Rights. Inacom shall maintain records and ensure proper accounting of revenue applied toward Compaq revenue targets by Service Category. Inacom shall provide a quarterly report to Compaq of revenue applied against each Service Category. In the event of any disagreement with Compaq regarding the content of any reports, Inacom agrees to permit Compaq upon reasonable request and during normal business hours, to review Inacom's records relating to Inacom's Compaq-related services business. Such records shall include all records pertaining to the provision of services at Compaq customer locations and revenue generated from Compaq-related services.
Reports and Audit Rights. 7.1 LICENSEE shall keep separate accounts which shall include all elements necessary to precisely evaluate commercial transactions which occur within the framework of the Agreement. These accounts shall be closed on December 31 of each year.
7.2 Within [***] days after the General Assembly is held LICENSEE undertakes to provide CONECTUS with the following reports: • Financial statements of the LICENSEE along with the reports of the auditor (including “rapport general” and “rapport special”); • The minutes of the General Assembly including the resolutions put to the vote; • An updated business plan along with development and financing plans.
7.3 Within [***] days after each calendar year, LICENSEE shall submit to CONECTUS a written royalty statement showing, country by country:
(a) Number of each LICENSED PRODUCTS sold by LICENSEE and its AFFILIATES during the reporting period;
(b) NET SALES of such LICENSED PRODUCTS and royalties due thereunder;
(c) SUBLICENSE REVENUES and commissions due thereunder; and
(d) Total royalties and commissions due to CONECTUS, hereunder (from (b) and (c)). This report shall be sent within [***] days following December 31 of each year to the “Directeur des Affaires Financières de Conectus – Parc d’Innovation – 650 Boulevard Xxxxxxxx d’Andernach – 67400 ILLKIRCH – FRANCE”. Should there be no sales, LICENSEE shall nevertheless send CONECTUS a sales report stating the lack of sales and the possible causes thereof. CONECTUS shall emit its invoice for royalties and commissions due hereunder to CONECTUS in Euros in accordance with the applicable legal provisions. Sums due to CONECTUS shall be paid in Euros. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
7.4 The sums due by LICENSEE shall be paid within [***] days following receipt of the invoice from CONECTUS which shall state the sums due and shall be paid by bank transfer to the Directeur des Affaires Financières de Conectus and under the following bank details:
7.5 Any sums due which remain unpaid by LICENSEE within the periods set out hereunder shall be subject to interest, at the rate determined according to the applicable rules of French public research Establishments (which, as of the date of issuing of the invoice, is prevailing legal interest rate plus [***]), without prejudice to the right of CO...
Reports and Audit Rights. Licensee shall grant Progress audit rights against Licensee twice within a calendar three hundred and sixty-five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
Reports and Audit Rights. Within fifteen (15) business days following the end of each calendar quarter during the remaining Term, Distributor will provide to Puregraft, a report detailing its sales and other distribution activities under this Second Amendment. Each such report shall solely (i) identify the Products sold/distributed during such calendar quarter, (ii) minimal, de-identified, general information about the Customer(s), and (iii) shall include the information Distributor reasonably believes necessary to verify Distributor’s compliance with the Motiva Hybrid Bundle requirements under Section 2.C. above. The Parties acknowledge and agree that any and all such reports are the Confidential Information of Distributor. Without limiting the foregoing, during the remaining Term, and for a period of one (1) year thereafter (“Audit Period”), Distributor will keep and maintain accurate and detailed books and records reasonably necessary for a neutral, mutually agreed upon third party (the “Report Auditor”) to verify Distributor’s compliance with the requirements under this Second Amendment. Puregraft will have the right, no more than once during any twelve (12) month period during the Audit Period, upon fifteen (15) business days’ prior written notice to Distributor, to use the Report Auditor to inspect and audit Distributor’s books and records during normal business hours and on agreed upon dates for the sole purpose of verifying Distributor’s compliance with the requirements under this Second Amendment. The Report Auditor shall enter into confidentiality agreements with Distributor in a form reasonably suitable to Distributor. Each audit engaged by Puregraft will be conducted at Puregraft’s expense; provided, however, if any audit reveals that Distributor has failed to comply with the requirements under this Second Amendment, in any material respect, Distributor will reimburse Puregraft for all reasonable costs and expenses incurred by Puregraft in connection with such audit(s). Without limiting any of Puregraft’s rights or remedies under the Agreement or otherwise, Distributor shall promptly take all commercially reasonable actions to remedy any non-conformance or non-compliance revealed during an audit.
Reports and Audit Rights. Licensee grants Handsoncode audit rights against Licensee to verify Licensee’s compliance with this Agreement once within a calendar year (365 days) upon two weeks written notice.