Reports and Audits. 7.1 Licensee shall report Quarterly to CASE its Net Sales and Revenues, which are subject to Royalty payments. 7.2 No later that sixty (60) days after June 30 of each calendar year, Licensee shall provide to CASE a written annual progress report (“Progress Report”) describing progress on research and development, Regulatory Approvals, manufacturing, sublicensing, marketing and sales during the most recent twelve (12) month period ending June 30 and plans for the forthcoming year. Specifically, Licensee shall provide to CASE written annual reports of progress towards Diligence Milestones with supporting documentation in addition to the Progress Report (the “Annual Report”). If multiple Licensed Product(s) are being developed, the Progress Report and the Annual Report shall provide the information set forth above for each Licensed Product. 7.3 No later than thirty (30) days after the completion of a Diligence Milestone, Licensee shall provide to CASE a written report on the completion of said Diligence Milestone. 7.4 Licensee shall maintain accurate books and records such that the Royalties due and payable hereunder can be easily ascertained. Such books and records shall be maintained at Licensee’s principal place of business and shall be available for inspection by CASE or its representatives during the normal business day upon not less than ten (10) days prior written notice, provided that CASE or its representatives agree to protect the confidentiality of the information as to the customers of Licensee. 7.5 Licensee shall make available Licensee’s books and records for audit by an accounting firm or representative of CASE’s selection, and Licensee agrees to cooperate fully in any such audit, provided that the auditors agree to protect the confidentiality of the information as to the customers of Licensee. Any such audit shall not be more frequent than annually. In the event that such audit determines that the amount of Royalties paid to CASE was in error by more than […***…] ([…***…]%) percent, Licensee shall pay the costs of the audit. 7.6 CASE agrees to hold in confidence each such report delivered by Licensee pursuant to this Article 7 until the termination of this Agreement unless or until the information contained therein is or becomes public through no fault of CASE.
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Samples: License Agreement (Tracon Pharmaceuticals, Inc.), License Agreement (Tracon Pharmaceuticals Inc), License Agreement (Tracon Pharmaceuticals Inc)
Reports and Audits. 7.1 Licensee shall report Quarterly to CASE CWRU its Net Sales and Revenues, which are subject to Royalty payments.
7.2 No later that than sixty (60) days after June 30 of each calendar year, Licensee shall provide to CASE CWRU a written annual progress report (“Progress Report”) describing progress on research and development, Regulatory Approvalsregulatory approvals, manufacturing, sublicensing, marketing and sales during the most recent twelve (12) month period ending June 30 and plans for the forthcoming year. Specifically, Licensee shall provide to CASE written annual reports of progress towards Diligence Milestones with supporting documentation in addition to the Progress Report (the “Annual Report”). If multiple Licensed Product(s) Products are being developed, the Progress Report and the Annual Report shall provide the information set forth above for each Licensed Product.
7.3 No later than thirty (30) days after the completion of a Diligence Milestone, Licensee shall provide to CASE CWRU a written report on the completion of said Diligence Milestone.
7.4 Licensee shall maintain accurate books and records such that the Royalties due and payable hereunder can be easily ascertained. Such books and records shall be maintained at Licensee’s principal place of business and shall be available for inspection by CASE CWRU or its representatives during the normal business day upon not less than ten (10) days prior written notice, provided that CASE CWRU or its representatives agree to protect the confidentiality of the information as to the customers of Licensee.
7.5 Licensee shall make available Licensee’s 's books and records for audit by an accounting firm or representative of CASE’s CWRU's selection, and Licensee agrees to cooperate fully in any such audit, provided that the auditors agree to protect the confidentiality of the information as to the customers of Licensee. Any such audit shall not be more frequent than annually. In the event that such audit determines that the amount of Royalties paid to CASE CWRU was in error by more than […***…] five ([…***…]5%) percent, Licensee shall pay the costs of the audit.
7.6 CASE agrees to hold in confidence each such report delivered by Licensee pursuant to this Article 7 until the termination of this Agreement unless or until the information contained therein is or becomes public through no fault of CASE.
Appears in 1 contract
Samples: License Agreement
Reports and Audits. 7.1 Licensee a. No later than Monday of each week, Buyer shall furnish to HSA an inventory report Quarterly to CASE its Net Sales that identifies (i) the quantity of each Product received at and Revenueswithdrawn from the Warehouse during the prior week and (ii) the quantity of each Product remaining in the Warehouse as of such date. Buyer will keep complete records of all receipts, which are subject to Royalty paymentswithdrawals and inventories of Products for three (3) years.
7.2 No later that sixty b. [CONFIDENTIAL TREATMENT REQUESTED]
c. [CONFIDENTIAL TREATMENT REQUESTED]
d. Upon reasonable notice, HSA's duly authorized representative shall have the right to audit the records of Buyer regarding HSA's Products (60including without limitation Buyer's records regarding (i) days after June 30 of each calendar year, Licensee shall provide to CASE a written annual progress report (“Progress Report”) describing progress on research Total Available Market and development, Regulatory Approvals, manufacturing, sublicensing, marketing and sales HSA's percentage thereof in any month during the most recent twelve Term and (12ii) month period ending June 30 any services performed by Buyer on behalf of HSA). Buyer shall maintain its records in accordance with generally accepted accounting principles and plans for practices. HSA shall also have the forthcoming year. Specificallyright to visit, Licensee observe and inspect the Warehouse to ensure that Buyer is operating the Warehouse in the manner required by the terms of this Agreement and to conduct monthly audits to verify cycle count processes and ensure inventory accuracy.
e. HSA shall provide give reasonable advance notice to CASE written annual reports of progress towards Diligence Milestones with supporting documentation in addition Buyer prior to the Progress Report conducting an audit (the “Annual Report”parties hereby agreeing that 24 hours prior notice is reasonable). If multiple Licensed Product(s) are being developedit shall be determined as a result of any audit that there has been a deficiency in the number of Products maintained at the Warehouse or that any boxes have been opened while stored in the Warehouse, then Buyer shall pay to HSA the Progress Report and the Annual Report shall provide the information set forth above for each Licensed Product.
7.3 No later than value of such deficiency, as determined by HSA in its reasonable discretion, within thirty (30) days after the completion notification from HSA. HSA shall notify Buyer of a Diligence Milestone, Licensee shall provide to CASE a written report on the completion of said Diligence Milestone.
7.4 Licensee shall maintain accurate books and records such that the Royalties due and payable hereunder can be easily ascertaineddeficiencies (if any) within seven (7) business days after completing its audit. Such books and records If it shall be maintained at Licensee’s principal place determined as a result of business and any audit that Buyer has not been utilizing all of the HSA Contribution (as defined in Section 11 below) in the manner required by this Agreement, then HSA shall be available for inspection by CASE or its representatives during entitled to a credit against the normal business day upon not less than ten (10) days prior written noticenext HSA Contribution(s), provided that CASE or its representatives agree to protect the confidentiality of the information as until such credit has been fully exhausted, in an amount equal to the customers of Licenseedeficiency discovered by HSA.
7.5 Licensee shall make available Licensee’s books and records for audit by an accounting firm or representative of CASE’s selection, and Licensee agrees to cooperate fully in any such audit, provided that the auditors agree to protect the confidentiality of the information as to the customers of Licensee. Any such audit shall not be more frequent than annually. In the event that such audit determines that the amount of Royalties paid to CASE was in error by more than […***…] ([…***…]%) percent, Licensee shall pay the costs of the audit.
7.6 CASE agrees to hold in confidence each such report delivered by Licensee pursuant to this Article 7 until the termination of this Agreement unless or until the information contained therein is or becomes public through no fault of CASE.
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Reports and Audits. 7.1 Licensee shall report Quarterly to CASE CWRU its Net Sales and Revenues, Revenues which are subject to Royalty payments.
7.2 No later that than sixty (60) days after June 30 of each calendar year, Licensee shall provide to CASE CWRU a written annual progress report (“Progress Report”) describing progress on research and development, Regulatory Approvalsregulatory approvals, manufacturing, sublicensing, marketing and sales during the most recent twelve (12) month period ending June 30 and plans for the forthcoming year. Specifically, Licensee shall provide to CASE written annual reports of progress towards Diligence Milestones with supporting documentation in addition to the Progress Report (the “Annual Report”). If multiple Licensed Product(s) Products are being developed, the Progress Report and the Annual Report shall provide the information set forth above for each Licensed Product.
7.3 No later than thirty (30) days after the completion of a Diligence Milestone, Licensee shall provide to CASE CWRU a written report on the completion of said Diligence Milestone.
7.4 During the Royalty Term and for a period of five (5) Years thereafter, Licensee shall maintain accurate books and records such that the Royalties due and payable hereunder can be easily ascertained. Such books and records shall be maintained at Licensee’s principal place of business and shall be available for inspection by CASE an independent accounting or its representatives audit firm selected by CWRU and reasonably acceptable to Licensee during the normal business day upon not less than ten (10) business days prior written notice, provided so that CASE or its representatives agree such representative may examine, at CWRU’s sole expense (subject to protect Section 7.5), the confidentiality of the information as to the customers of Licensee.
7.5 Licensee shall make available Licensee’s relevant books and records for audit by an accounting firm or representative of CASE’s selectionLicensee as may be reasonably necessary to verify such amounts, and Licensee agrees to cooperate fully in any such audit. An examination by or on behalf of CWRU under this Section will occur not more than once in any Year or more than once with respect to any given reporting period, provided that will not cover amounts for any period with respect to which CWRU has previously conducted an audit pursuant to this Section and will be limited to the auditors pertinent books and records for any Year ending not more than five (5) years before the date of the request. Licensee may require representatives agree to protect the confidentiality of the confidential information as of Licensee on reasonable terms.
7.5 Upon completion of the audit, the accounting firm will provide both Licensee and CWRU a written report disclosing any discrepancies in the reports submitted by Licensee, and, in each case, the specific details concerning any discrepancies. If any audit performed leads to the customers discovery of a discrepancy: (a) to CWRU’s detriment, then Licensee will pay to CWRU the amount of such discrepancy within sixty (60) days of Licensee. Any ’s receipt of the report; or (b) to Licensee’s detriment, then Licensee may credit the amount of such audit shall not be more frequent than annuallydiscrepancy against future payments payable to CWRU under this Agreement. In the event that such audit determines that the amount of Royalties paid to CASE CWRU was in error by more than the greater of twenty five thousand Dollars […***…DOLLAR AMOUNT REDACTED] (or […***…]%) NUMBER REDACTED] percent, Licensee shall pay the reasonable costs of the audit.
7.6 CASE agrees to hold in confidence each such report delivered by Licensee . All business or financial plans, customer information, or commercial strategy contained within Progress Reports and any other reports or audit results or other disclosures made pursuant to this Article Section 7 until are deemed to be the termination Confidential Information of this Agreement unless or until the information contained therein is or becomes public through no fault of CASELicensee.
Appears in 1 contract
Samples: License Agreement
Reports and Audits. 7.1 Licensee Sublicensee shall report Quarterly to CASE NeoIndicate its Net Sales and Revenues, which are subject to Royalty payments.
7.2 No later that than sixty (60) days after June 30 of each calendar year, Licensee Sublicensee shall provide to CASE NeoIndicate a written annual progress report (“Progress Report”) describing progress on research and development, Regulatory Approvalsregulatory approvals, manufacturing, sublicensing, marketing and sales during the most recent twelve (12) month period ending June 30 and plans for the forthcoming year. Specifically, Licensee shall provide to CASE written annual reports of progress towards Diligence Milestones with supporting documentation in addition to the Progress Report (the “Annual Report”). If multiple Licensed Product(s) Products are being developed, the Progress Report and the Annual Report shall provide the information set forth above for each Licensed Product.
7.3 No later than thirty (30) days after the completion of a Diligence Milestone, Licensee Sublicensee shall provide to CASE NeoIndicate a written report on the completion of said Diligence Milestone.
7.4 Licensee Sublicensee shall maintain accurate books and records such that the Royalties due and payable hereunder can be easily ascertained. Such books and records shall be maintained at LicenseeSublicensee’s principal place of business and shall be available for inspection by CASE NeoIndicate or its representatives during the normal business day upon not less than ten (10) days prior written notice, provided that CASE NeoIndicate or its representatives agree to protect the confidentiality of the information as to the customers of LicenseeSublicensee.
7.5 Licensee Sublicensee shall make available LicenseeSublicensee’s books and records for audit by an accounting firm or representative of CASENeoIndicate’s selectionselection upon reasonable advance notice and at a mutually agreed upon time, and Licensee Sublicensee agrees to cooperate fully in any such audit, provided that the auditors agree to protect the confidentiality of the information as to the customers of LicenseeSublicensee. Any such audit shall not be more frequent than annually. In the event that such audit determines that the amount of Royalties paid to CASE Neoindicate was in error by more than […***…] five ([…***…]5%) percent, Licensee Sublicensee shall pay the costs of the audit.
7.6 CASE agrees to hold in confidence each such report delivered by Licensee pursuant to this Article 7 until the termination of this Agreement unless or until the information contained therein is or becomes public through no fault of CASE.
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