Royalty Reports; Notices; Correspondence. (a) Promptly (and in any event no later than five (5) Business Days) following the receipt by Seller from Licensee of (i) a Royalty Report or (ii) any material written notice or material written correspondence relating to, involving or affecting, (A) the Purchased Accounts (including written notice of any Royalty Reduction, written notice of any sublicense pursuant to Section 3.4 of the License Agreement, written notice of any Valid Claim Requirement (as defined in the License Agreement) pursuant to Section 5.5.3 of the License Agreement, written notice of any alleged or threatened infringement of any Xencor Patent pursuant to Section 8.3.1 of the License Agreement, a Notice of Enforcement as defined in, and pursuant to, Section 8.3.2 of the License Agreement, or a notice of breach or termination pursuant to Section 11.2 of the License Agreement) or (B) any other material right of Purchaser under this Agreement relating to the Purchased Accounts, Seller shall furnish a copy of such Royalty Report or such notice or correspondence to Purchaser.
Appears in 1 contract
