Common use of Royalty Reports and Records Clause in Contracts

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 determines that LICENSEE has underpaid any royalty due by five percent (5%) or more, then LICENSEE shall pay to DREXEL promptly the costs and expenses of DREXEL and its accountants in connection with their review or audit, in addition to such underpayment.

Royalty Reports and Records. 3.3.1 Prior During the term of this Agreement, COMPANY shall furnish, or cause to be furnished to LICENSORS, written reports governing each of COMPANY's, COMPANY's Affiliates' and COMPANY's sublicensees' fiscal quarters showing: (a) the commencement gross selling price 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 all Licensed Products are realizedSold by COMPANY, LICENSEE shall deliver to DREXEL within forty-five (45) days after the end of its Affiliates and sublicensees, in each Calendar Quarter a written report, certified by the chief financial officer of LICENSEE, setting forth the calculation country of the royalties due to DREXEL for such Calendar QuarterLicensed Territory during the reporting period, including, without limitation: 3.3.1.1 Number together with the calculations of Licensed Products involved Net Selling Price 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, accordance with Sections 1.15 and minimum royalty categories1.16; and 3.3.2 LICENSEE shall pay (b) the royalties payable in Dollars, which shall have accrued hereunder in respect to such Sales; and (c) the exchange rates used, if any, in determining the amount of Dollars; and (d) a summary of all reports provided to COMPANY by COMPANY's sublicensees; and (e) the amount of any consideration received by COMPANY from sublicensees, an explanation of the contractual obligation satisfied by such consideration and calculation of any payments due under Sections 3.1 LICENSORS pursuant to Section 3.7 of this Agreement; (f) the occurrence of any event triggering a Milestone Payment obligation in accordance with Section 3.2; and 3.3 DAPD (g) the basis for any credits taken against Annual Minimum payments in accordance with Subsection 3.5 (d), including documentation of costs incurred by COMPANY in any litigation, infringement, interference, or other action pertaining to DREXEL the Licensed Patents, and any deductions from running royalty payments taken pursuant to Section 3.9, including documentation of any royalties or other fees paid to third parties. Reports shall be made semi-annually until the first Sale of a Licensed Product and quarterly thereafter. Semi-annual reports shall be due within thirty (30) days following the last day of the Calendar Quarter close of every second and fourth COMPANY fiscal quarter. Quarterly reports shall be due within sixty (60) days of the close of every COMPANY fiscal quarter. COMPANY shall keep accurate records in which the sufficient detail to enable 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 other payments payable under this Agreement hereunder to be verifieddetermined. The records for each Calendar Quarter COMPANY shall be maintained responsible for three (3) years after the submission of each report under Article 3all royalties and late payments that are due to LICENSORS that have not been paid by COMPANY's Affiliates and sublicensees. Upon reasonable prior notice to LICENSEECOMPANY's sublicensees shall have, 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 Yearnotified by COMPANY that they have, during normal business hours, and during each the option of three (3) years after the expiration or termination of this Agreement. If DREXEL determines that LICENSEE has underpaid making any royalty due by five percent (5%) or more, then LICENSEE shall pay payment directly to DREXEL promptly the costs and expenses of DREXEL and its accountants in connection with their review or audit, in addition to such underpaymentLICENSORS.

Royalty Reports and Records. 3.3.1 Prior to the commencement of Sales of Licensed Products, LICENSEE Licensee shall deliver to DREXEL Institute 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 Half (or, with respect to Institute Licensed Products sold by Sublicensees, within [**] days after the end of each Calendar Half) a written report, certified by the chief financial officer of LICENSEELicensee, setting forth the calculation of the royalties due to DREXEL Institute for such Calendar QuarterHalf, including, without limitation: 3.3.1.1 Number of Institute Licensed Products involved in Sales, listed by country; 3.3.1.2 Gross consideration for Sales of Institute 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 Institute Licensed Products listed by country; 3.3.1.5 Royalties owed to DREXELInstitute, listed by category, including without limitation earned, earned and Sublicensee derived, and minimum royalty derived categories; and. 3.3.2 LICENSEE Licensee shall pay the royalties due under Sections 3.1 and 3.3 Section 3.1.3 to DREXEL Institute within thirty (30) [**] days following the last day of the Calendar Quarter Half in which the royalties accrue. LICENSEE Licensee shall send DREXEL Institute with such royalties the report described in Section 3.3.1. Licensee shall pay the royalties due under Section 3.1.4 to Institute within [**] days following the last day of the Calendar Half in which the royalties accrue. Licensee shall send Institute with such royalties the report described in Section 3.3.1. 3.3.3 LICENSEE 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 Half shall be maintained for three (3) [**] years after the submission of each report under Article 3. Upon reasonable prior notice to LICENSEELicensee, LICENSEE Licensee shall provide an independent auditor selected by DREXEL and reasonably acceptable to LICENSEE Institute with access to all books and records relating to the Sales of Institute Licensed Products by LICENSEE 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 LICENSEELicensee’s books and records shall be made available no not more than once [**] each Calendar Yearcalendar year, during normal business hours, and during each of three (3) [**] years after the expiration or termination of this Agreement. If DREXEL determines that LICENSEE Licensee has underpaid any royalty due by five percent (5%) or more, then LICENSEE Licensee shall pay to DREXEL Institute promptly the costs and expenses of DREXEL Institute and its accountants in connection with their review or audit, in addition to such underpayment.

Royalty Reports and Records. 3.3.1 Prior to the commencement of Sales of Licensed Products, LICENSEE Licensee shall deliver to DREXEL Institute 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 Half (or, with respect to Institute Licensed Products sold by Sublicensees, within [**] days after the end of each Calendar Half) a written report, certified by the chief financial officer of LICENSEELicensee, setting forth the calculation of the royalties due to DREXEL Institute for such Calendar QuarterHalf, including, without limitation: 3.3.1.1 Number of Institute Licensed Products involved in Sales, listed by country; 3.3.1.2 Gross consideration for Sales of Institute Licensed Products, including all amounts invoiced, billed, or received; 3.3.1.3 Qualifying costs, as defined in Section 1.151.14, listed by category of cost; 3.3.1.4 Net Sales of Institute Licensed Products listed by country; 3.3.1.5 Royalties owed to DREXELInstitute, listed by category, including without limitation earned, earned and Sublicensee derived, and minimum royalty derived categories; and. 3.3.2 LICENSEE Licensee shall pay the royalties due under Sections 3.1 and 3.3 Section 3.1.3 to DREXEL Institute within thirty (30) [**] days following the last day of the Calendar Quarter Half in which the royalties accrue. LICENSEE Licensee shall send DREXEL Institute with such royalties the report described in Section 3.3.1. Licensee shall pay the royalties due under Section 3.1.4 to Institute within [**] days following the last day of the Calendar Half in which the royalties accrue. Licensee shall send Institute with such royalties the report described in Section 3.3.1. 3.3.3 LICENSEE 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 Half shall be maintained for three (3) [**] years after the submission of each report under Article 3. Upon reasonable prior notice to LICENSEELicensee, LICENSEE Licensee shall provide an independent auditor selected by DREXEL and reasonably acceptable to LICENSEE Institute with access to all books and records relating to the Sales of Institute Licensed Products by LICENSEE 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 LICENSEELicensee’s books and records shall be made available no not more than once [**] each Calendar Yearcalendar year, during normal business hours, and during each of three (3) [**] years after the expiration or termination of this Agreement. If DREXEL determines that LICENSEE Licensee has underpaid any royalty due by five percent (5%) or more, then LICENSEE Licensee shall pay to DREXEL Institute promptly the costs and expenses of DREXEL Institute and its accountants in connection with their review or audit, in addition to such underpayment.