Common use of Royalties and Reports Clause in Contracts

Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***] of the net selling price of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed by LICENSEE under one or more of the LICENSEE MARKS. B. The term "net selling price" for the purpose of computing royalties means LICENSEE's gross invoice price for such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES, less deduction, to the extent included in the gross invoice price, of regular trade and quantity discounts, insurance, shipping, sales taxes and return credits. PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES shall be considered to be sold when billed, except that upon any termination or expiration of this Agreement, all SERVICES performed, and all shipments of PRODUCTS and PRE-COMMERICAL UNITS made, on or prior to the date of such expiration or termination which have not been billed prior thereto shall be considered to have been sold (and therefore subject to royalty). Where PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are not sold, but are otherwise disposed of or performed, the net selling price of such PRODUCTS, PRE-COMMERICAL UNITS, or SERVICES shall be the net selling price of products or services of like kind and quality being offered for sale by LICENSEE or, in the event that LICENSEE is not offering such similar products or services, the net selling price that would reasonably be anticipated by LICENSOR in the event that such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES were being offered by LICENSEE. The term "otherwise disposed of or performed" as used herein shall refer to (i) PRODUCTS or PRE-COMMERCIAL UNITS put into use by LICENSEE for any purpose other than routine testing, (ii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES not sold but otherwise delivered to, or performed for, others regardless of the basis of compensation, if any, and (iii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold to others for compensation which is less than the compensation which be paid by a willing unaffiliated buyer to a willing unaffiliated seller in an arm's length transaction. In order to assure to LICENSOR the full royalty payments contemplated in this Agreement, LICENSEE agrees that, in the event that any PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES for which royalties are payable shall be sold for resale to a party that is affiliated with LICENSEE (or to and through a series of such affiliated parties), the royalties to be paid with respect to such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES shall be computed upon the net selling price at which such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are finally to a non-affiliated party. 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.

Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***] of the net selling price of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise other disposed of or performed by a LICENSEE under one or more of the LICENSEE LICENSED MARKS. B. The term "net selling price" for the purpose of computing royalties means LICENSEE's gross invoice price for such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES, less deduction, to the extent included in the gross invoice price, of regular trade and quantity discounts, insurance, shipping, sales taxes and return credits. PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES shall be considered to be sold when billed, except that upon any termination or expiration of this Agreement, Agreement all SERVICES performed, and all shipments of PRODUCTS and PRE-COMMERICAL COMMERCIAL UNITS made, on or prior to the date of such expiration or termination which have not been billed prior thereto shall be considered to have been sold (and therefore subject to royalty). , Where PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are not sold, but are otherwise disposed of or performed, the net selling price of such PRODUCTS, PRE-COMMERICAL COMMERCIAL UNITS, or SERVICES shall be the net selling price of products or services of like kind and quality being offered for sale by LICENSEE or, in the event that LICENSEE is not offering such similar products or services, the net selling price that would reasonably be anticipated by LICENSOR in the event that such PRODUCTS, PRE-COMMERCIAL UNITSUNIT, or SERVICES were where being offered by LICENSEE. The term "otherwise disposed of or performed" as used herein shall refer to (i) PRODUCTS or PRE-COMMERCIAL UNITS put into use by LICENSEE for any purpose other than routine testing, testing (ii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES not sold but otherwise delivered to, or performed for, others other regardless of the basis of compensation, if any, and (iii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold to others for compensation which is less than the compensation which be paid by a willing unaffiliated buyer to a willing unaffiliated seller in an arm's length transaction. In order to assure to LICENSOR the full royalty payments contemplated in this Agreement, LICENSEE agrees that, in the event that any PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES for which royalties are payable shall be sold for resale to a party that is affiliated with LICENSEE (or to and through a series of such affiliated parties), the royalties to be paid with respect to such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES shall be computed upon the net selling price at which such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are finally sold to a non-affiliated party. 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.

Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***] of the net selling price of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed by LICENSEE under one or more of the LICENSEE LICENSED MARKS. B. The term "net selling price" for the purpose of computing royalties means LICENSEE's gross invoice price for such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES, less deduction, to the extent included in the gross invoice price, of regular trade and quantity discounts, insurance, shipping, sales taxes and return credits. PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES shall be considered to be sold when billed, except that upon any termination or expiration of this Agreement, Agreement all SERVICES performed, and all shipments of PRODUCTS and PRE-COMMERICAL COMMERCIAL UNITS made, on or prior to the date of such expiration or termination which have not been billed prior thereto shall be considered to have been sold (and therefore subject to royalty). , Where PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are not sold, but are otherwise disposed of or performed, the net selling price of such PRODUCTS, PRE-COMMERICAL UNITS, COMMERCIAL UNITS or SERVICES shall be the net selling price of products or services of like kind and quality being offered for sale by LICENSEE or, in the event that LICENSEE is not offering such similar products or services, the net selling price that would reasonably be anticipated by LICENSOR in the event that such PRODUCTS, PRE-COMMERCIAL UNITSUNIT, or SERVICES were where being offered by LICENSEE. The term "otherwise disposed of or performed" as used herein shall refer to (i) PRODUCTS or PRE-COMMERCIAL UNITS put into use by LICENSEE for any purpose other than routine testing, testing (ii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES not sold but otherwise delivered to, or performed for, others other regardless of the basis of compensation, if any, and (iii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold to others for compensation which is less than the compensation which be paid by a willing unaffiliated buyer to a willing unaffiliated seller in an arm's length transaction. In order to assure to LICENSOR the full royalty payments contemplated in this Agreement, LICENSEE agrees that, in the event that any PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES for which royalties are payable shall be sold for resale to a party that is affiliated with LICENSEE (or to and through a series of such affiliated parties), the royalties to be paid with respect to such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES shall be computed upon the net selling price at which such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are finally sold to a non-affiliated party. 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.