Royalty Payment Audits Sample Clauses

Royalty Payment Audits. 15.1 In consideration of the Onconova Information, Onconova Patents and Onconova Know-How licensed to SymBio, and in consideration of the other rights granted to SymBio herein, SymBio shall pay to Onconova the following incremental royalties on annual Net Sales in the Licensed Territory: · ** · ** · 20% on annual Net Sales above ** If, in a given calendar quarter, on a country by country and product by product basis during the term during which royalties are due (as set forth in Section 15.2), (i) no Valid Claim exists in such country covering the composition of matter of such Licensed Product or the use of, or treatment with, the Licensed Product, and (ii) Competing Products are sold in such country constituting, on a unit basis, more than ** of the aggregate number of units of Competing Products and Licensed Products sold in such country during the relevant calendar quarter, based on data provided by IMS, or, if such data is not available from IMS, such other reliable data source as is reasonably determined by the Parties, then the royalty rate set forth in this Section 15.1 shall be reduced by ** of that otherwise due pursuant to this Section 15.1 for such calendar quarter. For purposes of the foregoing, “Competing Product” means in a country in the Licensed Territory, any product, other than the Licensed Product, that contains a Compound or the same active ingredient as is contained in a Licensed Product and which is approved for use in such country pursuant to a regulatory approval process governing approval of generic products based on the then-current standards for regulatory approval in such country.

Royalty Payment Audits. (a) Payor shall, and shall cause its Affiliates and Sublicensees to, during the Term and for so long thereafter as any Royalty Payments under this Agreement have been incurred but are unpaid, keep and maintain complete and accurate books and records in accordance with its standard accounting procedures and in accordance with GAAP to verify the applicable Royalty Payments owed during the Term (including with respect to all sales by Payor’s Affiliates and Sublicensees) under this Agreement. (b) Payee shall have the right, during the Term and for so long thereafter as any Royalty Payments under this Agreement have been incurred but are unpaid, on at least ten (10) Business Days advance written notice and not more than twice in any twelve (12) month period, to, itself or through an independent accounting firm (the “Auditor”), examine the books and records of Payor, its Affiliates and its Sublicensees, solely to verify the accuracy of the royalty reports and the amount of Royalty Payments made by Payor hereunder after any period covered by a previous audit (if any). If the Auditor is an independent accounting firm, the Auditor may not be paid on a contingency or other basis related to the outcome of the audit, and shall execute a confidentiality agreement with Payor in a form reasonably acceptable to Payor that is consistent with the applicable confidentiality provisions herein and limits the Auditor’s disclosure to Payee to the amount of the underpayment or overpayment and any information reasonably customary or appropriate to reasonably explain and describe the basis for such underpayment or overpayment. Any such audit shall be conducted during the normal business hours of Payor, its Affiliates or its Sublicensees, as applicable, in such a manner as not to interfere in any material respect with the normal business activities of Payor, its Affiliates and its Sublicensees, as applicable, and shall be at Payee’s expense; provided, that if such audit reveals an underpayment of more than five percent (5%) during the audited period, Payor shall pay all reasonable costs of the audit. The Parties shall cooperate to make any necessary adjustment to correct for any underpayment, or overpayment revealed by any such audit.

Royalty Payment Audits