REPORTS, RECORDS AND INSPECTIONS Sample Clauses

REPORTS, RECORDS AND INSPECTIONS. 9.1 LICENSEE shall, within [***] after the calendar year in which NET SALES first occur, and within [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS shall be deemed to have occurred on the date of invoice for such LICENSED PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) [***] (b) [***] (c) [***] (d) [***] (e) [***]. 9.2 LICENSEE shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. LICENSEE shall preserve such books and records for [***] after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon [***] prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE; provided, that LICENSEE shall not be obligated to provide such independent certified public accountant access to any of LICENSEE’S books and records unless and until such independent certified public accountant executes a confidentiality agreement with LICENSEE in a form reasonably acceptable to LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than [***] percent ([***]%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment, calculated at the rate set forth in Article 6.8, within [***] of receiving notice thereof from YALE. 9.3 On or before the [***] day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. LICENSEE shall provide audited financial statements for any year in which such have been generated. Until a CHANGE OF CONTROL, LICENSEE will provide to YALE, at least as frequently as the following reports are distributed to the Board of Directors or management of LICENSEE, copies of: (a) all Board and managerial reports that relate to the LICENSED INTELLECTUAL PROPERTY or the LICENSED PRODUCTS; and (b) all business plans, projections and financial statements for LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within [***] after the calendar year in which NET SALES first occur, and within [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report setting forth in reasonable detail the information required by this Article 9.1, including the NET SALES during the preceding calendar quarter and calculating the payments due to YALE pursuant to Article 6. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of LICENSED PRODUCTS sold by LICENSEE, its AFFILIATES and SUBLICENSEES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS and any permitted deductions made in accordance with the definition of NET SALES; (c) a calculation of total royalties or other payment(s) due, including any exchange rates used for conversion, and, as applicable, the extent to which such royalties offset the MRP; (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE; and (e) identification of any INVENTOR AGREEMENT(S) in effect during the previous calendar quarter.

REPORTS, RECORDS AND INSPECTIONS. Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

REPORTS, RECORDS AND INSPECTIONS. 8.1 LICENSEE shall keep, and shall cause each of its Affiliates and sublicensees to keep full and accurate books of account containing all particulars that may be necessary for the purpose of calculating NET SALES and all payments to YALE. Such books of account shall be kept in their principal place of business and, with all necessary supporting data, shall for three (3) years next following the end of the calendar year to which each shall pertain be open for inspection by an independent certified accountant selected by YALE and reasonable acceptable to LICENSEE upon reasonable notice during normal business hours at YALE’S expense for the sole purpose of verifying payments or compliance with this Agreement, but in not event more than once a each calendar year. All information and data shall be use only for the purpose of verifying payments. In the event that such inspection shall indicate that in any calendar year the payments that should have been paid by LICENSEE are at least five (5%) percent greater than those that were actually paid by LICENSEE, then LICENSEE shall pay the cost of such inspection. All underpayments and overpayments are immediately due and payable. 8.2 LICENSEE and its sublicensees shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. LICENSEE shall preserve such book and record for THREE (3) years after the sales recorded were actually made. Such books and records shall be open to inspection by YALE or an independent certified public accountant, at YALE’s expense, during normal business hours upon TEN (10) days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 7.1 LICENSOR, or any 3rd party on its behalf, shall have the right at any time during the Term, upon fifteen (15) days advance written notice and during normal business hours, to inspect and audit LICENSEE’s principle place of business, computer systems, financial records and other documents to determine LICENSEE's compliance with the terms and conditions of this Agreement, including, but not limited to, the use of the Systems, and compliance with the License. Provided LICENSOR does not find any material breach of this Agreement, any such audit shall be at LICENSOR's sole expense.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, on each anniversary of the EFFECTIVE DATE until the FIRST SALE occurs, and within thirty (30) days after each calendar quarter (March 31, June 30, (a) the number or amount, as appropriate, of LICENSED PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS and any permitted deductions made pursuant to Section 2.16; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE; and (e) identification of any INVENTOR AGREEMENT(S) in effect during the previous calendar quarter.

REPORTS, RECORDS AND INSPECTIONS. The Sub-recipient District shall submit financial, program, progress, evaluation, and other reports as required by the WISD and shall maintain such property, personnel, financial, and other records and accounts as are deemed necessary. The Sub-recipient District shall permit on-site inspections by the WISD or HHS representatives and shall effectively require employees and Board members to furnish such information as, in the judgment of the WISD OR HHS/ACF representatives, may be relevant to a question of compliance with the Agreement and/or any directives applicable to Head Start or to the effectiveness, legality, and achievements of the program. All of these records will be made available for audit or inspection purposes to the Controller General of the United States, and will be retained for three (3) years after the audit of this Head Start grant year, unless written permission to destroy them is received from both the WISD and HHS/ACF, with the following qualifications: 1. Records shall be retained beyond the three (3) year period, if audit findings have not yet been resolved. 2. Records for non-expendable property and equipment (see 45 CFR Part 92.31 and 92.32) which was acquired with Federal funds shall be retained for three (3) years after its final disposition. 3. When WISD records are transferred to or maintained by HHS/ACF, the three (3) years retention requirement is not applicable to the Sub-recipient District.

REPORTS, RECORDS AND INSPECTIONS. 6.1 LICENSEE shall provide status reports to YALE and ROCKEFELLER, annually on each anniversary of EFFECTIVE DATE of this Agreement, indicating progress and problems to date in commercialization, and a forecast and schedule of major events required to market the LICENSED PRODUCTS. 6.2 LICENSEE shall, within sixty (60) days after the calendar year in which NET SALES first occur, and within (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter provide YALE and ROCKEFELLER with a written report detailing all sales and uses, if any, made of LICENSED PRODUCTS and LICENSED METHODS by LICENSEE or its AFFILIATES during the preceding calendar quarter and calculating the royalties due pursuant to that Section. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include the number of LICENSED PRODUCTS manufactured and sold by LICENSEE and the prices thereof, any deductions made, and total royalties due. 6.3 LICENSEE shall keep and maintain, and require its AFFILIATES to keep and maintain, complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of earned royalties and other payments hereunder. LICENSEE shall preserve such books and record for three (3) years after the sales recorded were actually made. Such books and records shall be open to inspection by YALE and/or ROCKEFELLER or an independent certified public accountant, at YALE’s and/or ROCKEFELLER’s expense, during normal business hours upon ten (10) days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS