Reports, Payments, Records and Audits. (a) Merrimack shall make the payments due to Dyax under this Article 4 in United States Dollars. Where the payments due to Dyax under this Article 4 are being converted from a currency other than United States Dollars, Merrimack will use the conversion rate reported in The Wall Street Journal two (2) Business Days before the day on which Merrimack pays Dyax. Such payment will be made without deduction of exchange, collection or other charges. (b) All royalty payments will be made at Quarterly intervals. Within [**] days of the end of each Quarter after the First Commercial Sale of each Product in any country, Merrimack shall prepare a statement which shall show on a country-by-country basis for the previous Quarter Net Sales of each Product by Merrimack or its Affiliates or sublicensees and all monies due to Dyax based on such Net Sales and shall submit such statement to Dyax within such [**] day period together with remittance of the monies due. (c) All payments shall be made free and clear of and without deduction or deferment in respect of any disputes or claims whatsoever and/or as far as is legally possible in respect of any taxes imposed by or under the authority of any government or public authority. Any tax (other than VAT) which Merrimack is required to pay or withhold with respect of the payments to be made to Dyax hereunder shall be deducted from the amount otherwise due provided that, in regard to any such deduction, Merrimack shall give Dyax such assistance, which shall include the provision of such documentation as may be required by any revenue authority and other revenue services, as may reasonably be necessary to enable Dyax to claim exemption therefrom or obtain a repayment thereof or a reduction thereof and shall upon request provide such additional documentation from time to time as is needed to confirm the payment of tax. If by law, regulation or fiscal policy of a particular country, a remittance of royalties in the currency stipulated in Section 4.9(a) above is restricted or forbidden, notice thereof will be promptly given to Dyax, and payment of the royalty shall be made by the deposit thereof in local currency to the credit of Dyax in a recognized banking institution designated by Dyax or its Affiliates. When in any country a law or regulation that prohibits both the transmittal and deposit of such payments ceases to be in effect, all royalties or other sums that Merrimack would have been under obligation to transmit or deposit but for the prohibition, shall forthwith be deposited or transmitted promptly to the extent allowable. (d) Merrimack shall keep and shall procure that its Affiliates and sublicensees keep true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to Dyax pursuant to this Agreement. Those records and books of account shall be kept for [**] years following the end of the calendar year to which they relate. Upon Dyax’s written request, a firm of accountants appointed by agreement between the Parties or, failing such agreement within [**] business days of the initiation of discussions between them on this point Dyax shall have the right to cause an international firm of independent certified public accountants that has not performed auditing or other services for either Party or their Affiliates and is acceptable to Merrimack, such acceptance not to be unreasonably withheld, to inspect such records and books of account. In particular such firm: (i) shall be given access to and shall be permitted to examine and copy such books and records of Merrimack and its Affiliates and sublicensees upon [**] business days notice having been given by Dyax and at all reasonable times on business days for the purpose of certifying that the Net Sales or other relevant sums calculated by Merrimack and its Affiliates and sublicensees during any calendar year were reasonably calculated, true and accurate or, if this is not their opinion, certify the Net Sales figure or other relevant sums for such period which in their judgment is true and correct; (ii) prior to any such examination taking place, such firm of accountants shall undertake to Merrimack and its Affiliates and sublicensees, as applicable, that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Dyax, but shall only use the same for the purpose of calculations which they need to perform in order to issue the certificate to which this Section envisages; (iii) any such access examination and certification shall occur no more than [**] per calendar year and will not go back over records more than [**] years old; (iv) Merrimack and its Affiliates and sublicensees shall make available personnel to answer queries on all books and records required for the purpose of that certification; and (v) the cost of the accountant shall be the responsibility of Merrimack if the certification shows it to have underpaid monies to Dyax by more than five percent (5%) and the responsibility of Dyax otherwise. (e) All payments due to Dyax under the terms of this Agreement are expressed to be exclusive of value added tax (VAT) howsoever arising. If Dyax is required to charge VAT on any such payment, Dyax will notify Merrimack. Merrimack will then use all commercially reasonable endeavours to obtain a VAT registration as soon as reasonably possible in order to allow it to reclaim any VAT so chargeable. If Merrimack does obtain a VAT registration then VAT will be added to any relevant payment at the applicable rate. If having used all commercially reasonable endeavours Merrimack is not able to reclaim the VAT (in whole or in part) the parties agree that the amount of any VAT payable will be shared between them equally. (f) All payments made to Dyax under this Agreement shall be made by wire transfer to the following bank account of Dyax, or such other bank account as notified by Dyax to Merrimack from time to time: To: [**] Routing/Transit: [**] For Credit to: Dyax Corp. Account No.: [**] By Order of: Name of Sender
Appears in 2 contracts
Samples: Collaboration Agreement (Merrimack Pharmaceuticals Inc), Collaboration Agreement (Merrimack Pharmaceuticals Inc)
Reports, Payments, Records and Audits. (a) Merrimack shall make the payments due to Dyax under this Article 4 in United States Dollars. Where the payments due to Dyax under this Article 4 are being converted from a currency other than United States Dollars, Merrimack will use the conversion rate reported in The Wall Street Journal two (2) Business Days before the day on which Merrimack pays Dyax. Such payment will be made without deduction of exchange, collection or other charges.
(b) All royalty payments will be made at Quarterly intervals. Within [**] days of the end of each Quarter after the First Commercial Sale of each Product in any country, Merrimack shall prepare a statement which shall show on a country-by-country basis for the previous Quarter Net Sales of each Product by Merrimack or its Affiliates or sublicensees and all monies due to Dyax based on such Net Sales and shall submit such statement to Dyax within such [**] day period together with remittance of the monies due.
(c) All payments shall be made free and clear of and without deduction or deferment in respect of any disputes or claims whatsoever and/or as far as is legally possible in respect of any taxes imposed by or under the authority of any government or public authority. Any tax (other than VAT) which Merrimack is required to pay or withhold with respect of the payments to be made to Dyax hereunder shall be deducted from the amount otherwise due provided that, in regard to any such deduction, Merrimack shall give Dyax such assistance, which shall include the provision of such documentation as may be required by any revenue authority and other revenue services, as may reasonably be necessary to enable Dyax to claim exemption therefrom or obtain a repayment thereof or a reduction thereof and shall upon request provide such additional documentation from time to time as is needed to confirm the payment of tax. If by law, regulation or fiscal policy of a particular country, a remittance of royalties in the currency stipulated in Section 4.9(a) above is restricted or forbidden, notice thereof will be promptly given to Dyax, and payment of the royalty shall be made by the deposit thereof in local currency to the credit of Dyax in a recognized banking institution designated by Dyax or its Affiliates. When in any country a law or regulation that prohibits both the transmittal and deposit of such payments ceases to be in effect, all royalties or other sums that Merrimack would have been under obligation to transmit or deposit but for the prohibition, shall forthwith be deposited or transmitted promptly to the extent allowable.
(d) Merrimack shall keep and shall procure that its Affiliates and sublicensees keep true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to Dyax pursuant to this Agreement. Those records and books of account shall be kept for [**] years following the end of the calendar year to which they relate. Upon Dyax’s written request, a firm of accountants appointed by agreement between the Parties or, failing such agreement within [**] business days of the initiation of discussions between them on this point Dyax shall have the right to cause an international firm of independent certified public accountants that has not performed auditing or other services for either Party or their Affiliates and is acceptable to Merrimack, such acceptance not to be unreasonably withheld, to inspect such records and books of account. In particular such firm:
(i) shall be given access to and shall be permitted to examine and copy such books and records of Merrimack and its Affiliates and sublicensees upon [**] business days notice having been given by Dyax and at all reasonable times on business days for the purpose of certifying that the Net Sales or other relevant sums calculated by Merrimack and its Affiliates and sublicensees during any calendar year were reasonably calculated, true and accurate or, if this is not their opinion, certify the Net Sales figure or other relevant sums for such period which in their judgment is true and correct;
(ii) prior to any such examination taking place, such firm of accountants shall undertake to Merrimack and its Affiliates and sublicensees, as applicable, that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Dyax, but shall only use the same for the purpose of calculations which they need to perform in order to issue the certificate to which this Section envisages;
(iii) any such access examination and certification shall occur no more than [**] per calendar year and will not go back over records more than [**] years old;
(iv) Merrimack and its Affiliates and sublicensees shall make available personnel to answer queries on all books and records required for the purpose of that certification; and
(v) the cost of the accountant shall be the responsibility of Merrimack if the certification shows it to have underpaid monies to Dyax by more than five percent (5%) and the responsibility of Dyax otherwise.
(e) All payments due to Dyax under the terms of this Agreement are expressed to be exclusive of value added tax (VAT) howsoever arising. If Dyax is required to charge VAT on any such payment, Dyax will notify Merrimack. Merrimack will then use all commercially reasonable endeavours to obtain a VAT registration as soon as reasonably possible in order to allow it to reclaim any VAT so chargeable. If Merrimack does obtain a VAT registration then VAT will be added to any relevant payment at the applicable rate. If having used all commercially reasonable endeavours Merrimack is not able to reclaim the VAT (in whole or in part) the parties agree that the amount of any VAT payable will be shared between them equally.
(f) All payments made to Dyax under this Agreement shall be made by wire transfer to the following bank account of Dyax, or such other bank account as notified by Dyax to Merrimack from time to time: To: [**] Routing/Transit: [**] For Credit to: Dyax Corp. Account No.: [**] By Order of: Name of Sender
Appears in 1 contract
Reports, Payments, Records and Audits.
(a) Merrimack Licensee shall make the payments due to Dyax under this Article 4 in United States Dollars. Where the payments due to Dyax under this Article 4 are being converted from a currency other than United States Dollars, Merrimack Licensee will use the conversion rate reported in The Wall Street Journal two (2) Business Days before the day on which Merrimack Licensee pays Dyax. Such payment will be made without deduction of exchange, collection or other charges..
(b) All royalty payments will be made at Quarterly intervals. Within [**] forty-five (45) days of the end of each Quarter after the First Commercial Sale of each Product in any country, Merrimack shall prepare a statement which shall show on a country-by-country basis for the previous Quarter Net Sales of each Product by Merrimack or its Affiliates or sublicensees and all monies due to Dyax based on such Net Sales and shall submit such statement to Dyax within such [**] day period together with remittance of the monies due.Licensee
(c) All payments shall be made free and clear of and without deduction or deferment in respect of any disputes or claims whatsoever and/or as far as is legally possible in respect of any taxes imposed by or under the authority of any government or public authority. Any tax (other than VAT) which Merrimack Licensee is required to pay or withhold with respect of the payments to be made to Dyax hereunder shall be deducted from the amount otherwise due provided that, in regard to any such deduction, Merrimack Licensee shall give Dyax such assistance, which shall include the provision of such documentation as may be required by any revenue authority and other revenue services, as may reasonably be necessary to enable Dyax to claim exemption therefrom or obtain a repayment thereof or a reduction thereof and shall upon request provide such additional documentation from time to time as is needed to confirm the payment of tax. If by law, regulation or fiscal policy of a particular country, a remittance of royalties in the currency stipulated in Section 4.9(a4.8(a) above is restricted or forbidden, notice thereof will be promptly given to Dyax, and payment of the royalty shall be made by the deposit thereof in local currency to the credit of Dyax in a recognized banking institution designated by Dyax or its Affiliates. When in any country a law or regulation that prohibits both the transmittal and deposit of such payments ceases to be in effect, all royalties or other sums that Merrimack Licensee would have been under obligation to transmit or deposit but for the prohibition, shall forthwith be deposited or transmitted promptly to the extent allowable..
(d) Merrimack Licensee shall keep and shall procure that its Affiliates and sublicensees Sublicensees keep true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to Dyax pursuant to this Agreement. Those records and books of account shall be kept for [**] seven (7) years following the end of the calendar year to which they relate. Upon Dyax’s 's written request, a firm of accountants appointed by agreement between the Parties or, failing such agreement within [**] ten (10) business days of the initiation of discussions between them on this point Dyax shall have the right to cause an international firm of independent certified public accountants that has not performed auditing or other services for either Party or their Affiliates and is acceptable to MerrimackLicensee, such acceptance not to be unreasonably withheld, to inspect such records and books of account. In particular such firm::
(i) shall be given access to and shall be permitted to examine and copy such books and records of Merrimack Licensee and its Affiliates and sublicensees Sublicensees upon [**] twenty (20) business days notice having been given by Dyax and at all reasonable times on business days for the purpose of certifying that the Net Sales or other relevant sums calculated by Merrimack licensee and its Affiliates and sublicensees Sublicensees during any calendar year were reasonably calculated, true and accurate or, if this is not their opinion, certify the Net Sales figure or other relevant sums for such period which in their judgment is true and correct;;
(ii) prior to any such examination taking place, such firm of accountants shall undertake to Merrimack and its Affiliates and sublicensees, as applicable, Licensee that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Dyax, but shall only use the same for the purpose of calculations which they need to perform in order to issue the certificate to which this Section envisages;
(iii) any such access examination and certification shall occur no more than [**] once per calendar year and will not go back over records more than [**] two (2) years old;;
(iv) Merrimack Licensee and its Affiliates and sublicensees Sublicensees shall make available personnel to answer queries on all books and records required for the purpose of that certification; andand
(v) the cost of the accountant shall be the responsibility of Merrimack Licensee if the certification shows it to have underpaid monies to Dyax by more than five percent (5%) and the responsibility of Dyax otherwise..
(e) All payments due to Dyax under the terms of this Agreement are expressed to be exclusive of value added tax (VAT) howsoever arising. If Dyax is required to charge VAT on any such payment, Dyax will notify MerrimackLicensee. Merrimack Licensee will then use all commercially reasonable endeavours endeavors to obtain a VAT registration as soon as reasonably possible in order to allow it to reclaim any VAT so chargeable. If Merrimack Licensee does obtain a VAT registration then VAT will be added to any relevant payment at the applicable rate. If having used all commercially reasonable endeavours Merrimack endeavors Licensee is not able to reclaim the VAT (in whole or in part) the parties Parties agree that the amount of any VAT payable will be shared between them equally.
(f) All payments made to Dyax under this Agreement shall be made by wire transfer to the following bank account of Dyax, or such other bank account as notified by Dyax to Merrimack from time to time: To: [**] Routing/Transit: [**] For Credit to: Dyax Corp. Account No.: [**] By Order of: Name of Sender.
Appears in 1 contract
Samples: Antibody Library License Agreement (Kadmon Holdings, Inc.)
Reports, Payments, Records and Audits. (a) Merrimack Licensee shall make the payments due to Dyax under this Article 4 5 in United States Dollars. Where the payments due to Dyax under this Article 4 5 are being converted from a currency other than United States Dollars, Merrimack Licensee will use the conversion rate reported in The Wall Street Journal two (2) Business Days business days before the day on which Merrimack Licensee pays Dyax. Such payment will be made without deduction of exchange, collection or other charges.
(b) All royalty payments will be made at Quarterly intervals. Within [*****] days of the end of each Quarter after the First Commercial Sale of each Licensed Product in any country, Merrimack Licensee shall prepare a statement which shall show on a country-by-country basis for the previous Quarter Net Sales of each Licensed Product by Merrimack Licensee or its Affiliates or sublicensees Related Parties and all monies due to Dyax based on such Net Sales. That statement shall include details of Net Sales broken down to show the country of the sales and the total Net Sales by Licensee or its Related Parties in such country and shall submit such statement be submitted to Dyax within such [*****] day period together with remittance of the monies due.
(c) All payments shall be made free and clear of and without deduction or deferment in respect of any disputes or claims whatsoever and/or as far as is legally possible in respect of any taxes imposed by or under the authority of any government or public authority. Any tax (other than VAT) which Merrimack Licensee is required to pay or withhold with respect of the payments to be made to Dyax hereunder shall be deducted from the amount otherwise due provided that, in regard to any such deduction, Merrimack Licensee shall give Dyax such assistance, which shall include the provision of such documentation as may be required by any revenue authority and other revenue services, as may reasonably be necessary to enable Dyax to claim exemption therefrom or obtain a repayment thereof or a reduction thereof and shall upon request provide such additional documentation from time to time as is needed to confirm the payment of tax. If by law, regulation or fiscal policy of a particular country, a remittance of royalties in the currency stipulated in Section 4.9(a5.9(a) above is restricted or forbidden, notice thereof will be promptly given to Dyax, and payment of the royalty shall be made by the deposit thereof in local currency to the credit of Dyax in a recognized banking institution designated by Dyax or its Affiliates. When in any country a law or regulation that prohibits both the transmittal and deposit of such payments ceases to be in effect, all royalties or other sums that Merrimack Licensee would have been under obligation to transmit or deposit but for the prohibition, shall forthwith be deposited or transmitted promptly to the extent allowable.
(d) Merrimack Licensee shall keep and shall procure that its Affiliates and sublicensees Related Parties keep true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to Dyax pursuant to this Agreement. Those records and books of account shall be kept for [*****] years following the end of the calendar year to which they relate. Upon Dyax’s written request, a firm of accountants appointed by agreement between the Parties or, failing such agreement within [*****] business days of the initiation of discussions between them on this point Dyax shall have the right to cause an international firm of independent certified public accountants that has not performed auditing or other services for either Party or their Affiliates and is acceptable to MerrimackLicensee, such acceptance not to be unreasonably withheld, to inspect such records and books of account. In particular such firm:
(i) shall be given access to and shall be permitted to examine and copy such books and records of Merrimack Licensee and its Affiliates and sublicensees Related Parties upon [*****] business days notice having been given by Dyax and at all reasonable times on business days for the purpose of certifying that the Net Sales or other relevant sums calculated by Merrimack Licensee and its Affiliates and sublicensees Related Parties during any calendar year were reasonably calculated, true and accurate or, if this is not their opinion, certify the Net Sales figure or other relevant sums for such period which in their judgment is true and correct;
(ii) prior to any such examination taking place, such firm of accountants shall undertake to Merrimack and its Affiliates and sublicensees, as applicable, Licensee that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Dyax, but shall only use the same for the purpose of calculations which they need to perform in order to issue the certificate to which this Section envisages;
(iii) any such access examination and certification shall occur no more than [**] once per calendar year and will not go back over records more than [**] years oldyear;
(iv) Merrimack Licensee and its Affiliates and sublicensees Related Parties shall make available personnel to answer queries on all books and records required for the purpose of that certification; and
(v) the cost of the accountant shall be the responsibility of Merrimack Licensee if the certification shows it to have underpaid monies to Dyax by more than five percent (5%) [*****] and the responsibility of Dyax otherwise.
(e) All payments due to Dyax under the terms of this Agreement are expressed to be exclusive of value added tax (VAT) howsoever arising. If Dyax is required to charge VAT on any such payment, Dyax will notify MerrimackLicensee. Merrimack Licensee will then use all commercially reasonable endeavours endeavors to obtain a VAT registration as soon as reasonably possible in order to allow it to reclaim any VAT so chargeable. If Merrimack Licensee does obtain a VAT registration then VAT will be added to any relevant payment at the applicable rate. If having used all commercially reasonable endeavours Merrimack endeavors Licensee is not able to reclaim the VAT (in whole or in part) the parties Parties agree that the amount of any VAT payable will be shared between them equally.
(f) All payments made to Dyax under this Agreement shall be made by wire transfer to the following bank account of Dyax, or such other bank account as notified by Dyax to Merrimack from time to time: To: [**] Routing/Transit: [**] For Credit to: Dyax Corp. Account No.: [**] By Order of: Name of Sender
Appears in 1 contract
