Common use of Royalty Reports and Payments Clause in Contracts

Royalty Reports and Payments. 7.1 After the first commercial sale of a PRODUCT or AURORA'S UC REAGENTS on which royalties are required hereunder, PACKARD shall make quarterly written reports to AURORA within thirty (30) days after the end of each calendar quarter, stating in each such report the aggregate Net Sales of the PRODUCTS and AURORA UC REAGENTS sold during the calendar quarter upon which a royalty is payable hereunder, and an annual report on or before February 28 of each year stating the number, description and aggregate Net Sales of PRODUCTS and AURORA UC REAGENTS sold during the preceding calendar year. AURORA shall treat all such reports as confidential information of PACKARD. Concurrently with the making of such reports, PACKARD shall pay to AURORA the applicable royalties specified in this Agreement. 7.2 Royalties due hereunder shall be paid in U.S. dollars. All checks and bank drafts shall be drawn on United States banks and shall be payable to AURORA at the address listed herein. 7.3 If any currency conversion shall be required in connection with the calculation of royalties hereunder, such conversion shall be made using the selling exchange rate for conversion of the foreign currency into U.S. dollars, quoted for current transactions reported in The Wall Street Journal for the last business day of the calendar quarter to which such payment pertains. 7.4 PACKARD shall keep complete, true, and accurate books of account and records, including number and description of PRODUCTS and AURORA UC REAGENTS sold, for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of PACKARD for at least three (3) years following the end of the calendar quarter to which such books and records pertain. Such books and records shall be open for inspection at the principal place of business of PACKARD during such three (3) year period by a representative selected by AURORA for the purpose of verifying the royalty statements. Such inspections shall be made at reasonable times as mutually agreed. The representative will be obliged to execute a reasonable confidentiality agreement on terms consistent with the terms of this Agreement prior to commencing any such inspection. Inspections conducted under this Article shall be at the expense of AURORA, unless a variation or error producing *** of the amount stated as having been due by PACKARD for any period covered by the inspection is established in the course of any such inspection, or through arbitration under Article 12.1, whereupon all costs relating to the inspection for such period and any unpaid amounts that are so established shall be paid by PACKARD. *** CONFIDENTIAL TREATMENT REQUESTED

Royalty Reports and Payments. 7.1 After During the first commercial sale License Term and following the First Commercial Sale of a PRODUCT or AURORA'S UC REAGENTS on which royalties are required hereunderProduct in each country in the Territory, PACKARD CTI and its Affiliates shall make furnish to North Shore quarterly written reports to AURORA within thirty sixty (3060) days after of the end of each calendar quarter, stating in each such report showing, on a country-by-country basis, the aggregate gross sales of all Products sold by CTI and its Affiliates during the reporting period, the calculation of Net Sales of the PRODUCTS and AURORA UC REAGENTS sold during the calendar quarter upon which a royalty is payable hereunderfrom such gross sales, and an annual report on or before February 28 of each year stating the number, description and aggregate Net Sales of PRODUCTS and AURORA UC REAGENTS sold during the preceding calendar year. AURORA shall treat all such reports as confidential information of PACKARD. Concurrently with the making of such reports, PACKARD shall pay to AURORA the applicable royalties specified in this Agreement. 7.2 Royalties due hereunder shall be paid in U.S. dollars. All checks and bank drafts shall be drawn on United States banks and shall be payable to AURORA at the address listed herein. 7.3 If any currency conversion shall be required consideration received by CTI and/or its Affiliates from sub-licensees in connection with the calculation grant of royalties hereunder, such conversion any sub-licenses pursuant to this Agreement and the amount of any payments due to North Shore. Such quarterly reports shall be made using the selling exchange rate for conversion accompanied by payment of the foreign currency into U.S. dollars, quoted royalty amount or other payments due for current transactions reported in The Wall Street Journal for the last business day of the that calendar quarter to which such payment pertains. 7.4 PACKARD quarter. CTI and/or its Affiliates shall keep complete, true, maintain complete and accurate books of account and records, including number records showing Net Sales and description of PRODUCTS and AURORA UC REAGENTS sold, for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of PACKARD for at least three (3) years following the end of the calendar quarter to which such books and records pertainreceived from sublicensees. Such books and records shall be open to inspection, in confidence, by North Shore during usual business hours, by an independent certified public accountant to whom CTI has no reasonable objection, for inspection at two (2) years after the principal place of business of PACKARD during such three (3) calendar year period by a representative selected by AURORA to which they pertain, for the purpose of verifying the royalty statementsaccuracy of the payments made to North Shore pursuant to this Agreement. Such inspections CTI and/or its Affiliates shall be made at use commercially reasonable times efforts to require any sub-licensees hereunder to maintain such books and allow such inspection by North Shore and shall, on request, disclose such information to North Shore as mutually agreed. The representative will be obliged to execute a reasonable confidentiality agreement on terms consistent with the terms part of this Agreement prior to commencing any such inspection. Inspections conducted under this Article Inspection shall be at North Shore's sole expense, shall be reasonably limited to those matters related to the expense of AURORApayment obligations under this Agreement, unless a variation or error producing *** of the amount stated as having been due by PACKARD for any period covered and shall be permitted no more than once per calendar year. Any underpayment to North Shore revealed by the inspection is established in the course of any such inspection, or through arbitration under Article 12.1, whereupon all costs relating to the inspection for such period and any unpaid amounts that are so established shall be paid to North Shore by PACKARDCTI within thirty (30) days of the inspection. *** CONFIDENTIAL TREATMENT REQUESTEDIf the inspection reveals an underpayment to North Shore in excess of 10%, then CTI will also pay the cost of the inspection.