Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***] B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during the term of this Agreement, and effective as of such dates, stating in each such report the description and aggregate net selling prices of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed during the preceding three (3) calendar months and upon which royalties are payable hereunder. The first such report shall include all such PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed between the effective date of this Agreement and the date of such first report. LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR. D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable. E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreement. LICENSEE shall permit its books and records to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made at the expense of LICENSOR by any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheld.
Appears in 1 contract
Samples: Trademark and Trade Name Agreement (Plug Power Inc)
Royalties and Reports. A. LICENSEE a. Adrenalina shall pay LICENSOR royalties at the rate of [equal to(***]
B. [) percent of Wholesale Net Sales (the “Royalties”) directly to Licensor, c/o Creative Artists Agency, 0000 Xxxxxx xx xxx Xxxxx, Xxx Xxxxxxx, XX 00000 Attn: (***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) , on a quarterly basis within Thirty (30) days following the close of each calendar quarter. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKSEach Royalty payment shall be accompanied by a complete, accurate and detailed statement broken down by country, if applicable, setting forth the quantity and the gross sale price of each of the Products sold (including sales for export) during the preceding calendar quarter and the computation of royalties due Licensor pursuant to this Agreement. Such statement shall be accompanied by payment of all royalties due to Licensor in respect of each applicable sale. Licensee shall pay interest on late Royalty payments at seven percent (7%) per annum computed from the original due date until paid. Acceptance by Licensor of such payment and statement for any quarter shall not preclude Licensor from questioning their accuracy at any time during the Term or for three (3) years after the expiration of the Term. Each such Royalty statement shall be certified by an officer of Licensee as being true and accurate. Royalties shall be paid in United States Dollars, unless otherwise agreed to in writing by the parties.
C. LICENSEE agrees b. Adrenalina shall keep true and accurate books of account and records, in accordance with generally accepted accounting principles, consistently applied, covering all transactions relating to make written this Agreement and the license hereby granted. Such books of account and records, whether from Adrenalina or its Affiliate(s), shall be kept available and safeguarded at licensee's address and be recorded in the English language, for at least four (4) years after the Term. Licensor shall have the right to periodically audit the reports and other financial intimation related to LICENSOR quarterly within this Agreement. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice, during normal hours of business days, but not more than once per year, to examine and copy such books of account and records, and all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement. The cost and expense of such examination shall be borne by Licensor. If the audit discloses that the Royalty' actually due during the period under examination exceeds the Royalty paid by five percent (5%) or more, Adrenalina shall promptly pay (in addition to the unpaid Royalty) the cost of the audit performed by Licensor.
c. Adrenalina shall have thirty (30) days after from receipt of written notice from Licensor to cure its default to provide the first days of each January, April, July, royalty statement as provided in section 6(a) and October during the term of this Agreement, and effective as of such dates, stating in each such report the description and aggregate net selling prices of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed during the preceding three (3) calendar months and upon which royalties are payable hereunder. The first such report shall include all such PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed between the effective date of this Agreement and the date of such first report. LICENSEE also agrees to make deliver a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior check corresponding to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonableRoyalty then payable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreement. LICENSEE shall permit its books and records to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made at the expense of LICENSOR by any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheld.
Appears in 1 contract
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.. [***]
C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during the term of this Agreement, and effective as of such dates, stating in each such report the description and aggregate net selling prices of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed during the preceding three (3) calendar months and upon which royalties are payable hereunder. The first such report shall include all such PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed between the effective date of this Agreement and the date of such first report. LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreement. LICENSEE shall permit its books and records to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made at the expense of LICENSOR by any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheld.
Appears in 1 contract
Samples: Trademark Agreement (Plug Power Inc)
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during During the term of this Agreement, and effective as LICENSEE agrees to pay LICENSOR an earned royalty which shall be [***] ([***]%) of such datesthe Net Selling Price of Licensed Products which embody, stating in each such report or the description and aggregate net selling prices manufacture of PRODUCTSwhich utilizes, PRE-COMMERCIAL UNITSany of the rights granted under Section 2.l(B) hereof, and SERVICES sold which are manufactured by or for LICENSEE and sold, leased, used or otherwise disposed of by or performed during for LICENSEE or a permitted sublicensee. Licensed Products shall be considered as sold, leased or used and royalties shall accrue on the preceding three (3) earlier of when such Licensed Products are billed out, or when delivered, shipped or mailed to the customer. If as a result of a price reduction or a return of Licensed .Products previously sold, a credit or refund to a customer is given on part or all of the sale price of such Licensed Products: a credit shall be allowed against royalties accruing thereafter under this Agreement equal to the royalty paid on that part of the sales price so credited or refunded. Payments under this Section 3.1 shall be made on a monthly basis and made within 10 days after the end of the calendar months and upon month in which royalties are payable hereunder. The first such report shall include all such PRODUCTSLicensed Products were sold, PRE- COMMERCIAL UNITSleased, and SERVICES sold used or otherwise disposed of by or performed between for LICENSEE or a permitted sublicensee hereunder. Each royalty payment shall be in U.S. dollars and shall be accompanied by a statement by LICENSEE showing in reasonable detail the effective date amount of this Agreement and the date of such first report. LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this AgreementLicensed Products sold, stating in such report the description and aggregate net selling prices of PRODUCTSused, PRE- COMMERCIAL UNITS, and SERVICES sold leased or otherwise disposed of by or performed for LICENSEE and upon which royalties are payable hereunderits sublicensees during the preceding month, but which have not been previously reported any deductions taken or credits applied, and the currency exchange rate used to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, sales made in currencies other than U.S. dollars. LICENSEE shall pay to LICENSOR royalties at use the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined exchange rates for buying U.S. dollars calculated on the basis of the applicable exchange rate quoted in effect on the last day of each month, as specified on the website xxxx://xxx.xxxxx.xxx/currencylconverterlor, if this website should not be accessible for whatever reasons, in The New York Times. Such report shall also set forth in reasonable detail the quantity of SPD Emulsions and Light Valve Film manufactured or otherwise obtained by LICENSEE and the quantity of SPD Emulsions and Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such month to Authorized Users and samples provided to third parties with LICENSOR’s consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The Wall Street Journal, Eastern Edition, most recently prior first such statement shall cover the period from the Effective Date of this Agreement to the date each such payment end of the first calendar month in which a Licensed Product or SPD Emulsions or Light Valve Film is made sold, used, leased or dueotherwise disposed of by or for LICENSEE or its sublicensees. In addition, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable.
E. LICENSEE shall keep records, in sufficient detail to enable provide LICENSOR with monthly reports of its activities involving the royalties payable hereunder by LICENSEE to be determined, for at least a period development of two years following the expiration or termination of this AgreementLicensed Products. LICENSEE shall permit its books and records also furnish to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made LICENSOR at the expense same time it becomes available to any third party, a copy of each brochure, price list, advertisement or other marketing and promotional materials prepared, published or distributed by LICENSEE or its sublicensees relating to Licensed Products, SPD Emulsions or Light Valve Film. LICENSOR shall have the right, but not the obligation, to approve any use by LICENSEE of LICENSOR’s name, logo, or other information about SPD Emulsions, Light Valve Film or Licensed Products, and to require the correction of any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheldinaccurate information.
Appears in 1 contract
Samples: License Agreement (Gauzy Ltd.)
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during During the term of this Agreement, and effective as LICENSEE agrees to pay LICENSOR an earned royalty which shall be ten percent (10%) of such datesthe Net Selling Price of Licensed Products which embody, stating in each such report or the description and aggregate net selling prices manufacture of PRODUCTSwhich utilizes, PRE-COMMERCIAL UNITSany of the rights granted under Section 2.1(B) hereof, and SERVICES sold which are manufactured by or for LICENSEE and sold, leased, used or otherwise disposed of by or performed for LICENSEE or a permitted sublicensee. Licensed Products shall be considered as sold, leased or used and royalties shall accrue on the earlier of when such Licensed Products are billed out, or when delivered, shipped or mailed to the customer. If as a result of a price reduction or a return of Licensed Products previously sold, a credit or refund to a customer is given on part or all of the sale price of such Licensed Products, a credit shall be allowed against royalties accruing thereafter under this Agreement equal to the royalty paid on that part of the sales price so credited or refunded. Payments under this Section 3.1 shall be made on a monthly basis and made within 15 days after the end of the calendar month in which such Licensed Products were sold, leased, used or otherwise disposed of by or for LICENSEE or a permitted sublicensee hereunder. Each royalty payment shall be in U.S. dollars and shall be accompanied by a statement by LICENSEE showing in reasonable detail the amount of Licensed Products sold, used, leased or otherwise disposed of by or for LICENSEE and its sublicensees during the preceding three (3) calendar months month, any deductions taken or credits applied, and upon which royalties are payable hereunderthe currency exchange rate used to report sales made in currencies other than U.S. dollars. LICENSEE shall use the exchange rates for buying U.S. dollars in effect on the last day of each month, as specified in The New York Times. Such report shall also set forth in reasonable detail the quantity of SPD Emulsions and Light Valve Film manufactured or otherwise obtained by LICENSEE and the quantity of SPD Emulsions and Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such month to Authorized Users and samples provided to third parties with LICENSOR's consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first such report statement shall include all such PRODUCTScover the period from the Effective Date of this Agreement to the end of the first calendar month in which a Licensed Product or SPD Emulsions or Light Valve Film is sold, PRE- COMMERCIAL UNITSused, and SERVICES sold leased or otherwise disposed of by or performed between the effective date of this Agreement and the date of such first report. for LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreementits sublicensees. LICENSEE shall permit its books and records also furnish to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made LICENSOR at the expense same time it becomes available to any third party, a copy of each brochure, price list, advertisement or other marketing and promotional materials prepared, published or distributed by LICENSEE or its sublicensees relating to Licensed Products, SPD Emulsions or Light Valve Film. LICENSOR shall have the right, but not the obligation, to approve any use by LICENSEE of its name, logo, or other information about SPD Emulsions, Light Valve Film or Licensed Products, and to require the correction of any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheldinaccurate information.
Appears in 1 contract
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during During the term of this Agreement, and effective as LICENSEE agrees to pay LICENSOR an earned royalty which shall be fifteen percent (15%) of such datesthe Net Selling Price of Licensed Products which embody, stating in each such report or the description and aggregate net selling prices manufacture of PRODUCTSwhich utilizes, PRE-COMMERCIAL UNITSany of the rights granted under Section 2.1(B) hereof, and SERVICES sold which are manufactured by or for LICENSEE and sold, leased, used or otherwise disposed of by or performed for LICENSEE or a permitted sublicensee. Licensed Products shall be considered as sold, leased or used and royalties shall accrue on the earlier of when such Licensed Products are billed out, or when delivered, shipped or mailed to the customer. If as a result of a price reduction or a return of Licensed Products previously sold, a credit or refund to a customer is given on part or all of the sale price of such Licensed Products, a credit shall be allowed against royalties accruing thereafter under this Agreement equal to the royalty paid on that part of the sales price so credited or refunded. Payments under this Section 3.1 shall be made on a monthly basis and made within 10 days after the end of the calendar month in which such Licensed Products were sold, leased, used or otherwise disposed of by or for LICENSEE or a permitted sublicensee hereunder. Each royalty payment shall be in U.S. dollars and shall be accompanied by a statement by LICENSEE showing in reasonable detail the amount of Licensed Products sold, used, leased or otherwise disposed of by or for LICENSEE and its sublicensees during the preceding three (3) calendar months month, any deductions taken or credits applied, and upon the currency exchange rate used to report sales made in currencies other than U.S. dollars. LICENSEE shall use the exchange rates for buying U.S. dollars in effect on the last day of each month, as specified in The New York Times. Such report shall also set forth in reasonable detail the quantity of SPD Emulsions and Light Valve Film manufactured or otherwise obtained by LICENSEE and the quantity of SPD Emulsions and Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such month to each Authorized User which royalties are payable hereunderreceived such SPD Emulsions or Light Valve Film, and samples provided to third parties with LICENSOR's consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first such report statement shall include all such PRODUCTScover the period from the Effective Date of this Agreement to the end of the first calendar month in which a Licensed Product or SPD Emulsions or Light Valve Film is sold, PRE- COMMERCIAL UNITSused, and SERVICES sold leased or otherwise disposed of by or performed between the effective date of this Agreement and the date of such first report. for LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreementits sublicensees. LICENSEE shall permit its books and records also furnish to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made LICENSOR at the expense same time it becomes available to any third party, a copy of each brochure, price list, advertisement or other marketing and promotional materials prepared, published or distributed by LICENSEE or its sublicensees relating to Licensed Products, SPD Emulsions or Light Valve Film. LICENSOR shall have the right, but not the obligation, to approve any use by LICENSEE of its name, logo, or other information about SPD Emulsions, Light Valve Film or Licensed Products, and to require the correction of any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheldinaccurate information.
Appears in 1 contract
Royalties and Reports. A. LICENSEE a. Adrenalina shall pay LICENSOR royalties equal to live percent (5%) of Wholesale Net Sales (the “Royalties”) directly to Licensor, c/o Creative Artists Agency, 2000 Xxxxxx xx xxx Xxxxx, Xxx Xxxxxxx, XX 00000 Attn: Cxxxxxxxx Xxxxxx, on a quarterly basis within Thirty (30) days following the close of each calendar quarter. Each Royalty payment shall be accompanied by a complete, accurate and detailed statement broken down by country, if applicable, setting forth the quantity and the gross sale price of each of the Products sold (including sales for export) during the preceding calendar quarter and the computation of royalties due Licensor pursuant to this Agreement. Such statement shall be accompanied by payment of all royalties due to Licensor in respect of each applicable sale. Licensee shall pay interest on late Royalty payments at seven percent (7%) per annum computed from the rate original due date until paid. Acceptance by Licensor of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONsuch payment and statement for any quarter shall not preclude Licensor from questioning their accuracy at any time during the Term or for three (3) years after the expiration of the Term. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKSEach such Royalty statement shall be certified by an officer of Licensee as being true and accurate. Royalties shall be paid in United States Dollars, unless otherwise agreed to in writing by the parties.
C. LICENSEE agrees b. Adrenalina shall keep true and accurate books of account and records, in accordance with generally accepted accounting principles, consistently applied, covering all transactions relating to make written this Agreement and the license hereby granted. Such books of account and records, whether from Adrenalina or its Affiliate(s), shall be kept available and safeguarded at licensee's address and be recorded in the English language, for at least four (4) years after the Term. Licensor shall have the right to periodically audit the reports and other financial intimation related to LICENSOR quarterly within this Agreement. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice, during normal hours of business days, but not more than once per year, to examine and copy such books of account and records, and all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement. The cost and expense of such examination shall be borne by Licensor. If the audit discloses that the Royalty' actually due during the period under examination exceeds the Royalty paid by five percent (5%) or more, Adrenalina shall promptly pay (in addition to the unpaid Royalty) the cost of the audit performed by Licensor.
c. Adrenalina shall have thirty (30) days after from receipt of written notice from Licensor to cure its default to provide the first days of each January, April, July, royalty statement as provided in section 6(a) and October during the term of this Agreement, and effective as of such dates, stating in each such report the description and aggregate net selling prices of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed during the preceding three (3) calendar months and upon which royalties are payable hereunder. The first such report shall include all such PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed between the effective date of this Agreement and the date of such first report. LICENSEE also agrees to make deliver a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior check corresponding to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonableRoyalty then payable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined, for at least a period of two years following the expiration or termination of this Agreement. LICENSEE shall permit its books and records to be examined from time to time upon reasonable written notice to the extent necessary to verify the reports provided for hereunder, such examination to be made at the expense of LICENSOR by any auditor appointed by LICENSOR who shall be acceptable to LICENSEE, or, at the option and expense of LICENSEE, by a certified independent accountant appointed by LICENSOR and approved by LICENSEE, which approval shall not be unreasonably withheld.
Appears in 1 contract
