Royalty Reports and Records. (a) Commencing with the First Commercial Sale of the initial Licensed Product, Emory shall furnish, or cause to be furnished to GW, written reports, substantially in the format attached as Appendix C hereto, covering each of Emory's or Triangle's fiscal quarters showing:
(i) the gross sales of all Licensed Products sold by Emory, its Affiliates and Sublicensees (including but not limited to Triangle or Triangle's Affiliates, Sublicensees or any Triangle Marketing Collaborator) in the Licensed Territory during the reporting period, together with the calculations of Net Sales in accordance with Section 1.23 hereof; and
(ii) the royalties payable in Dollars, which shall have accrued hereunder in respect to such sales;
(iii) the exchange rates used, if any, in determining the amount of Dollars;
(iv) the discounts, allowances, rebates, credits, returns, free replacements and taxes applicable to the use and sale of Licensed Products that have been required to be withheld during the reporting period; and
(v) a summary of all financial reports provided to Emory by Emory's Affiliates and Sublicensees (including but not limited to Triangle) to which Emory has granted a license or sublicense of any of the rights licensed by GW to Emory under this Agreement covering Net Sales of Licensed Products.
(b) With respect to sales of Licensed Products invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of Licensed Products invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates for such domestic currency published in THE WALL STREET JOURNAL on the last day of each month during the reporting period. If any Emory Affiliate or Sublicensee (including but not limited to Triangle) makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate's or Sublicensee's normal accounting practices. Emory or its Affiliate or Sublicensee (including but not limited to Triangle) making any royalty payment shall furnish to GW appropriate evidence of payment of any tax or other amount deducted from any royalty payment.
(c) Reports shall be made on a quarterly basis. Quarterly reports sha...
Royalty Reports and Records. (a) During the term of this Agreement commencing with the First Commercial Sale of the first Licensed Product, Pharmasset shall furnish, or cause to be furnished to Bukwang, written reports governing each of Pharmasset’s fiscal quarters showing:
(i) the gross sales of all Licensed Products sold by Pharmasset, its Affiliates and sublicensees during the reporting period, together with the calculations of Net Sales in accordance with Sections 1.29; and
(ii) the royalties payable in Dollars, which shall have accrued hereunder in respect of such Net Sales; and
(iii) the exchange rates used, if any, in determining the amount of Dollars; and
(iv) any Withholding Taxes (as defined below).
(b) With respect to sales of the Licensed Product invoiced in Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in Dollars. With respect to sales of the Licensed Product invoiced in a currency other than Dollars, the gross sales, Net Sales, and royalties payable shall be expressed in the domestic currency of the party making the sale together with the Dollar equivalent of the royalty payable, calculated using the simple average of the exchange rates published in the Wall Street Journal on the last day of each month during the reporting period. If any Pharmasset Affiliate or sublicensee makes any sales invoiced in a currency other than its domestic currency, the gross sales and Net Sales shall be converted to its domestic currency in accordance with the Affiliate’s or sublicensee’s normal accounting practices.
(c) Reports shall be made on a quarterly basis. Quarterly reports shall be due within sixty (60) days after the close of every Pharmasset fiscal quarter and shall be prepared in accordance with U.S. GAAP. Pharmasset shall keep accurate records in sufficient detail to enable royalties and other payments payable hereunder to be determined. Pharmasset shall be responsible for all royalties and late payments that are due to Bukwang that have not been paid by Pharmasset’s Affiliates and sublicensees. Pharmasset’s Affiliates and sublicensees shall have, and shall be notified by Pharmasset that they have, the option of making any royalty payment directly to Bukwang.
Royalty Reports and Records. 3.3.1 Prior to the commencement of Sales of Licensed Products, LICENSEE shall deliver to DREXEL within forty-five days after the end of LICENSEE’s fiscal year a statement signed by the Chief Financial Officer indicating that there have been no Sales of Licensed Product for such fiscal year. Once that Sales of Licensed Products are realized, LICENSEE shall deliver to DREXEL within forty-five (45) days after the end of each Calendar Quarter a written report, certified by the chief financial officer of LICENSEE, setting forth the calculation of the royalties due to DREXEL for such Calendar Quarter, including, without limitation:
3.3.1.1 Number of Licensed Products involved in Sales, listed by country;
3.3.1.2 Gross consideration for Sales of Licensed Products, including all amounts invoiced, billed, or received;
3.3.1.3 Qualifying costs, as defined in Section 1.15, listed by category of cost;
3.3.1.4 Net Sales of Licensed Products listed by country;
3.3.1.5 Royalties owed to DREXEL, listed by category, including without limitation earned, Sublicensee derived, and minimum royalty categories; and
3.3.2 LICENSEE shall pay the royalties due under Sections 3.1 and 3.3 to DREXEL within thirty (30) days following the last day of the Calendar Quarter in which the royalties accrue. LICENSEE shall send DREXEL with such royalties the report described in Section 3.3.1.
3.3.3 LICENSEE shall maintain and cause its Sublicensees to maintain, complete and accurate books and records that enable the royalties payable under this Agreement to be verified. The records for each Calendar Quarter shall be maintained for three (3) years after the submission of each report under Article 3. Upon reasonable prior notice to LICENSEE, LICENSEE shall provide an independent auditor selected by DREXEL and reasonably acceptable to LICENSEE with access to all books and records relating to the Sales of Licensed Products by LICENSEE and its Sublicensees to conduct a review or audit of those books and records. The auditor shall disclose to DREXEL the findings of the accuracy of any report made or payment submitted by LICENSEE during the audited period, but shall not disclose to any of DREXEL any confidential information of LICENSEE not necessary for such purpose. Access to LICENSEE’s books and records shall be made available no more than once each Calendar Year, during normal business hours, and during each of three (3) years after the expiration or termination of this Agreement. If DREXEL determi...
Royalty Reports and Records. Beginning with the First Commercial Sale by Licensee or any Sublicensee as the case may be of a Product in any country of the Territory, and continuing thereafter during the term of this Agreement, Licensee shall furnish, and shall cause any Sublicensee to furnish, to Licensor a written report covering each calendar quarter (the "Reporting Period") showing (a) the Net Sales of each Product in each country of the Territory where royalties are payable under Section 5.1 during the Reporting Period; (b) the royalties, payable in United States Dollars, which shall have accrued hereunder in respect of such sales with a summary computation of such royalties; (c) withholding taxes, if any required by law to be deducted in respect of such sales; and (d) the exchange rates used in determining the amount of United States Dollars payable in respect of sales outside the United States. With respect to sales of a Product invoiced in a currency other than United States Dollars, the Net Sales and royalty payable shall be expressed in the domestic currency of the party making the sale together with the United States Dollars equivalent of the royalty payable, calculated using the simple average of the exchange rate published in the Wall Street Journal on the last day of each month of the Reporting Period. If any Sublicensee makes any sale invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with its normal accounting principles. Licensee's Sublicensees shall have the option of making any royalty payment directly to Licensor. However, notwithstanding anything to the contrary, the Licensee shall continue to be liable for all royalties due under Section 5.1 until they are paid. Licensee or its Sublicensee shall furnish to Licensor appropriate evidence of payment of, and itemize any tax, credits or specific amount deducted from any royalty payment.
Royalty Reports and Records. 2.3.1 Duska shall deliver to the Inventors within forty-five (45) days (or 60 days if Duska has entered into a sublicense) after the end of each semi-annual calendar period a written report, certified by the President or Chief Financial Officer of Duska, setting forth the calculation of the royalties due to the Inventors for such calendar quarter.
2.3.2 Duska shall pay the royalties due under Section 3.1 to the Inventors within forty-five (45) days (or 60 days if Duska has entered into a sublicense) following the last day of the semi-annual calendar period in which the royalties accrue.
Royalty Reports and Records. The following Sections 6.12(a) and (b) shall apply for the OMP Territory.
(a) During the term of this Agreement and commencing with the First Commercial Sale of Product, OMP shall furnish, or cause to be furnished to Grünenthal, written reports, including the applicable royalty payment due, within sixty (60) days following the end of each [***] for which royalties are due, showing:
(i) the detailed calculation of monthly Net Sales of all Products sold by OMP and its Affiliates during the calendar half-year;
(ii) the detailed calculation of Earned Royalties, payable in U.S. Dollars, which shall have accrued hereunder in respect to such Net Sales;
(iii) the exchange rates used, if any, in determining the amount of Dollars; and
(iv) any withholding taxes required to be paid from such Earned Royalties.
(b) All Earned Royalties payments to be made by OMP to Grünenthal shall be made in U.S. Dollars within [***] following the end of [***] for which such Earned Royalties are due, to a Grünenthal bank account.
(c) [Reserved]
(d) To the extent it is necessary to convert currencies for OOPs development costs incurred pursuant to the RAP plan, such reconciliation shall be made in Euros using the applicable arithmetic average exchange rate for converting the applicable currency to the Euro as published by the European Central Bank on the last business day of each month during the period (quarter).
(e) OMP shall keep accurate records in sufficient detail to enable Earned Royalties and other payments payable hereunder to be determined. OMP shall be responsible for all Earned Royalties and late payments that are due to Grünenthal that have not been paid by OMP and its Affiliates. Late payments shall accrue interest on an annual basis at a rate of [***].
(f) OMP and its Affiliates shall maintain complete and accurate records, in accordance with United States generally accepted accounting principles, which are relevant to costs, expenses and payments under this Agreement and such records shall be open during reasonable business hours for a period of three (3) years from creation of individual records for examination at Grünenthal’s expense and not more often than once each year by a certified public accountant or other representative selected by Grünenthal and acceptable to OMP for the sole purpose of verifying the correctness of calculations or such costs, expenses or payments made under this Agreement. In the absence of material discrepancies (in excess of [***]) in any r...
Royalty Reports and Records. 3.3.1 Licensee shall deliver to Penn within sixty (60) days after the end of each Calendar Quarter a written report, certified by the chief financial officer (or other senior executive) of Licensee, setting forth the calculation of the royalties due to Penn for such Calendar Quarter (if any), including, without limitation:
3.3.1.1. Number of Penn Licensed Products involved in Sales, listed by country and category (pharmaceutical product, coating for use in medical device or other);
3.3.1.2. Gross consideration for Sales of Penn Licensed Products, including all amounts invoiced, billed, or received, listed by country and category;
3.3.1.3. Gross Sales of Penn Licensed Products listed by country and category, including a breakdown of all deductions under Section 1.10 listed by category; and
3.3.1.4. Royalties owed to Penn, listed by country and category, including without limitation Licensee and/or Affiliate earned and Sublicensee derived royalties.
3.3.2 Licensee shall pay the royalties due under Sections 3.1.2 to Penn within sixty (60) days following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send Penn with such royalties the report described in Section 3.3.1.
3.3.3 Licensee shall maintain and require its Affiliates and Sublicensees to maintain, complete and accurate books and records that enable the royalties payable under this Agreement to be verified. The records for each Calendar Quarter shall be maintained for three (3) years after the submission of each report under Article
Royalty Reports and Records. Within [***] calendar days after the end of each Calendar Quarter for which royalty fees are payable by OMP to ADDEX with respect to Net Sales in the Territory pursuant to Article 9.2, OMP shall submit to ADDEX a report, on a country by country basis, providing in reasonable detail an accounting of all Net Sales (including an accounting of all unit sales of Product) made during such calendar quarter and the calculation of such applicable royalty fees under Section 9.2. Within [***] calendar days after submission of such report, OMP shall pay ADDEX all royalties payable by it under Article 9.2 as indicated in the report by wire transfer. OMP will pay ADDEX royalties on Net Sales of each Product invoiced by OMP, its Affiliates and its sub-licensees at the rates shown in Article 9.2 above.
Royalty Reports and Records. 4.4.1 Targeted shall deliver to Penn within sixty (60) days after the end of each Calendar Quarter a report, certified by the chief financial officer of Targeted setting forth in reasonable detail the calculation of the royalties due to Penn for such Calendar Quarter, including, without limitation:
(i) Number of Penn Licensed Products involved in Sales, listed by country if readily available;
(ii) Gross consideration for Sales of Penn Licensed Products, including all amounts invoiced, billed, or received;
(iii) Qualifying costs, as defined in Section 1.16, listed by category of cost;
(iv) Net Sales of Penn Licensed Products listed by country if readily available; and
(v) Royalties owed to Penn, listed by category, including without limitation earned and sublicensee-derived categories.
4.4.2 Royalties payable under Section 4.1 hereof shall be paid within sixty (60) days following the last day of the Calendar Quarter in which the royalties accrue and shall accompany the report of Section 4.4.1.
4.4.3 Targeted must maintain and cause its Covered Affiliates, sublicensees, and sub-sublicensees, to maintain, complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records for each Calendar Quarter must be maintained for three years after the submission of each report under Article 4. Upon reasonable prior notice to Targeted, Targeted must provide Penn with access to all books and records relating to the Sales of Penn Licensed Products by Targeted and its Covered Affiliates, and sublicensees to conduct a review or audit of those books and records. Access to these books and records pertaining to Net Sales must be made available no more than once each Calendar Year for each Penn Licensed Product, during normal business hours, and once each year for each Penn Licensed Product during each of the three years after expiration or termination of this Agreement. If a review or audit of the books of Targeted determines that any of Targeted, its Covered Affiliates, or sublicensees has underpaid royalties on a Penn Licensed Product by [*] or more, Targeted must pay the costs and expenses of Penn and its accountants in connection with such review or audit. Notwithstanding the foregoing, Targeted agrees to conduct, at its expense, an independent audit of Sales and royalties with respect to a Penn Licensed Product at least every two (2) years once annual Sales of such Penn Licensed Product are greate...
Royalty Reports and Records. (a) During the term of this Agreement and commencing with the First Commercial Sale of Itraconazole Product, Barrier shall furnish, or cause to be furnished to JPPLP, written reports, including royalty payment due, within sixty (60) days following the end of each calendar quarter for which royalties are due, showing:
(i) the Net Sales of all Itraconazole Products sold by Barrier, its Affiliates and its sublicensees, during the calendar quarter;
(ii) the royalties payable in U.S. Dollars, which shall have accrued hereunder in respect to such Net Sales;
(iii) the exchange rates used, if any, in determining the amount of Dollars; and
(iv) any withholding taxes required to be paid from such royalties.
(b) All payments to be made by Barrier to JPPLP shall be made in U.S. Dollars, except as provided in Paragraph 4.
