Reports Payments and Records Sample Clauses
The "Reports, Payments and Records" clause establishes the obligations of parties to provide regular reports, make timely payments, and maintain accurate records related to their contractual activities. Typically, this clause outlines the frequency and format of required reports, specifies payment schedules and acceptable methods, and mandates that parties keep detailed records for a set period, often subject to audit. Its core function is to ensure transparency, accountability, and proper financial management throughout the contractual relationship.
Reports Payments and Records. 5-1. LICENSEE shall keep full, true and accurate records containing all particulars that may be necessary for the purpose of showing the amounts payable to USCRF hereunder. Said records shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said records shall be open at all reasonable times, but not more than once per calendar year, for five (5) years following the end of the calendar year to which they pertain, to the inspection of USCRF or its agents for the purpose of verifying LICENSEE’S payments or compliance with this Agreement, If any examination reveals a shortage in amounts paid to USCRF equal to or greater than five percent (5%) of the total amount due in the period under audit, LICENSEE shall promptly reimburse USCRF for the cost of the examination as well as the shortage, together with interest thereon as provided in Article 5-4.
5-2. LICENSEE shall deliver to USCRF annually, on January 31 of each calendar year, true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement.
A. These reports shall include at least the following:
(1) Names and addresses of all sublicensees of PATENT RIGHTS;
(2) A description of the development plans, development status, and milestones achieved for any LICENSED PRODUCT;
(3) License fees earned by LICENSEE from Licensed Product Sublicenses of LICENSED PRODUCTS during the reporting period;
(4) A summary of patent expenses incurred by LICENSEE for PATENT RIGHTS;
(5) Total payments due and payable.
5-3. With each such report submitted, LICENSEE shall pay to USCRF the balance of any payments due and payable under this Agreement. If no payments shall be due, LICENSEE shall so report.
5-4. Any amount owed by LICENSEE under this Agreement that is not received by USCRF on or before the date due shall bear interest at a per annum rate two percent (2%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date due. The payment of such interest by LICENSEE shall not foreclose USCRF from exercising any other rights it may have as a consequence of the lateness of any payment.
Reports Payments and Records. 3.1 Within sixty (60) days after the end of each calendar half-year in which a Licensed Product is hereafter sold, LXN shall deliver to Miles a written report setting forth the Net Proceeds of Sales of Licensed Products (transfer price under Paragraph 2.5) during such half-year period. Each such report shall include a computation of the royalty due on the sales reported and shall be accompanied by a payment of the amount of the royalty shown thereon to be due. LXN shall notify Miles if no Licensed Product is sold by it or an Affiliate during a calendar half-year.
3.2 LXN guarantees payment of all amounts due hereunder on sales by its Affiliates to the extent of payment permitted by local law. In the event that withholding or other tax is specifically imposed on a royalty payment due hereunder, the amount of royalty payable shall be the amount due less the amount of such tax actually paid.
3.3 LXN shall keep complete and accurate books and records in accordance with generally accepted accounting principles showing LXN's and its Affiliate's sales of Licensed Products in sufficient detail to enable royalties payable hereunder to be determined and shall permit such books and records to be inspected at Miles' expense, on a confidential basis, not more often than once each year and during normal business hours, by an independent certified public accountant, selected by Miles, and acceptable to LXN, for the purpose of verifying the reports and payments provided in this Agreement. The inspection shall cover such books and records for no more than the five (5)years immediately proceeding the inspection, and the accountant shall not disclose to Miles any information other than that relating solely to the accuracy of the reports and payments, and in no event are quantities or prices to individual customers to be disclosed by the accountant.
Reports Payments and Records. 4.1 The Company agrees to update the Licensor at least semi-annually as to the Company's activities related to the Products, including without limitation the following: (a) the results of any research and development of the Technology conducted by the Company and/or its sublicensors and (b) the Company's efforts to attain approval from relevant regulatory bodies to market and sell the Products.
4.2 The Company shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to the Licensor by way of consideration as set forth in Article 3, above.
4.3 Beginning in the calendar quarter subsequent to the first commercial sale of a Product, the Company shall deliver to the Licensor complete and accurate reports, within 45 days from the end of each calendar quarter, giving such particulars of the business conducted by the Company during the preceding quarter as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following:
4.3.1 All Products used, leased or sold, by or for the Company, its Affiliates or any sublicensees.
4.3.2 Total amounts invoiced for Products used, leased or sold, by or for the Company, its Affiliates or any sublicensees.
4.3.3 Deductions applicable in computing "Net Sales" as defined in Paragraph 1.7.
4.3.4 Total royalties due based on Net Sales by or for the Company, its Affiliates or any sublicensee.
4.3.5 Names and addresses of all sublicensees and Affiliates of the Company.
4.4 The Licensor agrees to hold in confidence each report delivered by the Company pursuant to this Article 4 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.
4.5 With each such quarterly report submitted, the Company shall pay to the Licensor the royalties due and payable under this Agreement. If, subsequent to the first sale of a Product, no royalties shall be due, the Company shall so report.
Reports Payments and Records. 4.1 BMS shall keep full, true and accurate books of account containing all particulars that may be necessary, and are accessible to a certified public accounting firm appointed by CPI and reasonably satisfactory to BMS, for the purpose of verifying BMS's royalty statement or compliance in other respects with this Agreement.
4.2 Within fifty (50) days after March 31, June 30, September 30 and December 31 of each year, commencing the first commercial sale of a Covered Product, BMS shall deliver to CPI true and accurate royalty statements, giving such particulars relating to the Net Sales of BMS and its Sublicensees during the preceding calendar quarter under this Agreement as shall be reasonably pertinent to a royalty accounting hereunder. Such statements shall include at least the following:
(a) number of Covered Products sold;
(b) deductions applicable as provided in Paragraph 1.4 to determine Net Sales thereof;
(c) total royalties due; and
(d) names and addresses of all Sublicensees, if any, of BMS.
4.3 With each report submitted, BMS shall pay to CPI the royalties due and payable under this Agreement.
4.4 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate four percent (4%) above the prime rate in effect in THE WALL STREET JOURNAL on the due date. The payment of such interest shall not foreclose CPI from exercising any other rights it may have as a consequence of the lateness of any payment.
Reports Payments and Records