Common use of Royalty Reports Payments and Accounting Clause in Contracts

Royalty Reports Payments and Accounting. 7.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of royalty payments due, if any, to STANFORD within [**] ([**]) days after the end of each [**]. This report shall state the number, description, and aggregate Net Sales of Licensed Product(s) during such completed [**], and resulting calculations of earned royalty payments due STANFORD pursuant to Sections 6.5 through 6.8 for such completed [**]. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD any royalties due for the [**] covered by such report. 7.2 LICENSEE agrees to keep and maintain records for a period of [**] ([**]) years showing the manufacture, sale, use and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD and acceptable to LICENSEE once per [**] during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD only whether there has been a royalty underpayment and, if so, the amount thereof. Such examination is to be at the expense of STANFORD except in the event that the results of the audit reveal an under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD of [**] percent ([**]%) or more, then the audit costs shall be paid by LICENSEE within [**] ([**]) days of notice by STANFORD to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 6.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of royalty payments due, if any, to STANFORD TUFTS within [**] thirty ([**]30) days after the end of each [**]calendar quarter. This report shall state the number, description, and aggregate Net Sales of Licensed Product(s) Products during such completed [**]calendar quarter by LICENSEE, its Affiliates and Sublicensees, and resulting calculations of earned royalty payments due STANFORD TUFTS pursuant to Sections 6.5 through 6.8 Section 5 for such completed [**]calendar quarter. Each such statement shall be certified by an officer of the LICENSEE as being true, correct and complete. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD TUFTS any royalties due for the [**] calendar quarter covered by such report. 7.2 6.2 LICENSEE agrees to keep and maintain records for a period of [**] three ([**]3) years showing the manufacture, sale, use and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD TUFTS and acceptable to LICENSEE once per [**] calendar year during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD TUFTS only whether there has been a royalty underpayment and, if so, the amount thereof. Such examination is to be at the expense of STANFORD TUFTS except in the event that the results of the audit reveal an under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD TUFTS of [**] five percent ([**]5%) or more, then the audit costs shall be paid by LICENSEE within [**] thirty ([**]30) days of notice by STANFORD TUFTS to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of and earned royalty payments due, if any, to STANFORD within [**] ([**]) days * after the end of each [**]***. This report shall be in the form of the report of Appendix B and shall state the number, description, and aggregate Net Sales of Licensed Product(s) during such completed [**], and resulting calculations of earned royalty payments due STANFORD pursuant to Sections 6.5 through 6.8 for such completed [**]*. Concurrent with the submission making of each such report, LICENSEE shall pay include payment due STANFORD any of royalties due for the [**] covered by such report***. 7.2 LICENSEE also agrees to make a written report to STANFORD within ***** after the expiration of the license pursuant to Section 14.1. LICENSEE shall continue to make reports pursuant to the provisions of this Section 7.2 concerning royalties payable in accordance with Article 6 in connection with the sale of Licensed Products after expiration of the license, until such time as all such Licensed Products produced under the license have been sold or destroyed. Concurrent with the submittal of each post-termination report, LICENSEE shall pay STANFORD all applicable royalties. 7.3 LICENSEE agrees to keep and maintain records for a period of [**] ([**]) years * showing the manufacture, offer for sale, use sale, use, and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include general ledger records showing cash receipts and expenses, and records which include production records, customers, serial numbers, and related information in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE XXXXXXXX further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD from time to time to the extent necessary to verify reports provided for in Section 7.1 and acceptable to LICENSEE once per [7.2, but Stanford shall not conduct more than **] during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD only whether there has been a royalty underpayment and, if so, the amount thereof***. Such examination is to be made by STANFORD or its designee, at the expense of STANFORD STANFORD, except in the event that the results of the audit reveal an under reporting underreporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD of [**] percent ([**]%) * or more, then the audit costs shall be paid by LICENSEE within [**] ([**]) days of notice by STANFORD to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 6.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of royalty payments due, if any, to STANFORD TUFTS within [**] thirty ([**]30) days after the end of each [**]calendar quarter. This report shall state the number, description, and aggregate Net Sales of Licensed Product(s) Products during such completed [**]calendar quarter by LICENSEE, its Affiliates and Sublicensees, and resulting calculations of earned royalty payments due STANFORD TUFTS pursuant to Sections 6.5 through 6.8 Section 5 for such completed [**]calendar quarter. Each such statement shall be certified by an officer of the LICENSEE as being true, correct and complete. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD TUFTS any royalties due for the [**] calendar quarter covered by such report. 7.2 6.2 LICENSEE agrees to keep and maintain records for a period of [**] three ([**]3) years showing the manufacture, sale, use and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD TUFTS and acceptable to LICENSEE once per [**] calendar year during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S ’S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD TUFTS only whether there has been a royalty underpayment and, if so, the amount thereof. Such examination is to be at the expense of STANFORD TUFTS except in the event that the results of the audit reveal an under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD TUFTS of [**] five percent ([**]5%) or more, then the audit costs shall be paid by LICENSEE within [**] thirty ([**]30) days of notice by STANFORD TUFTS to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 Beginning with the first sale of a Licensed Product, LICENSEE 5.1 Earned Royalty Payment and Report-- LUMENON shall make written reports (even if there are no further sales) of and earned royalty payments dueevery six months to POLAROID in accordance with the following schedule: (a) The first earned royalty report on all Net Sales accrued from the Effective Date shall be due and payable on or before January 30, if any2001 for the period of June 21, 2000 to STANFORD December 31, 2000. (b) Reports and payments after the first shall be due and payable semiannually within [**] thirty ([**]30) days after following the end six month period ending on June 30 and December 31 of each [**]year thereafter during the term of this Agreement. This The royalty report shall state be in the format set forth in Appendix A and in accordance with standard business practice stating the number, description, and aggregate Net Sales Selling Price of LUMENON Licensed Product(s) sold or otherwise disposed of during such completed [**]payment period, and the resulting calculations calculation pursuant to Article 4 of earned royalty payments payment due STANFORD pursuant to Sections 6.5 through 6.8 POLAROID for such completed [**]. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD any royalties due for the [**] covered by such reportpayment period. 7.2 LICENSEE 5.2 Accounting -- LUMENON agrees to keep and maintain records for a period of [**] five ([**]5) years showing the manufacture, sale, use use, and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include general ledger records showing cash receipts and expenses, and records which include production records, customers (unless LUMENON is contractually prohibited from disclosing a customer's purchases), serial numbers and related information in sufficient detail to enable the royalties payable hereunder by LICENSEE LUMENON to be determined. LICENSEE LUMENON further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD and acceptable POLAROID from time to LICENSEE once per [**] during time to the term of this Agreement, extent necessary to verify reports provided for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD only whether there has been a royalty underpayment and, if so, the amount thereofin Article 5. 1. Such examination is to be made by POLAROID or its designee, at the expense of STANFORD POLAROID, except in the event that the results of the audit reveal an under reporting underreporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD POLAROID of [**] five percent ([**]5%) or more, then the audit costs shall be paid by LICENSEE A-15,331 LUMENON. If such examination reveals that LUMENON owes POLAROID any additional royalties, then the additional royalties shall be paid within [**] thirty ([**]30) days following completion of notice the respective examination. LUMENON shall also pay interest on late royalties at the rate of two percent (2%) plus the prime rate on the date payment was due for the period from the due date to the date payment is actually made. Notwithstanding the above, LUMENON shall furnish whatever additional information as POLAROID may reasonably request from time to time to enable POLAROID to ascertain which products sold, leased or put into use by STANFORD LUMENON, are subject to LICENSEEthe payment of royalty to POLAROID.

Royalty Reports Payments and Accounting. 7.1 6.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of royalty payments due, if any, to STANFORD TUFTS within [**] thirty ([**]30) days after the end of each [**]calendar quarter. This report shall state the number, description, and aggregate Net Sales of Licensed Product(s) Products during such completed calendar quarter by LICENSEE, its ____________________ [**]] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Affiliates and Sublicensees, and resulting calculations of earned royalty payments due STANFORD TUFTS pursuant to Sections 6.5 through 6.8 Section 5 for such completed [**]calendar quarter. Each such statement shall be certified by an officer of the LICENSEE as being true, correct and complete. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD TUFTS any royalties due for the [**] calendar quarter covered by such report. 7.2 6.2 LICENSEE agrees to keep and maintain records for a period of [**] three ([**]3) years showing the manufacture, sale, use and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD TUFTS and acceptable to LICENSEE once per [**] calendar year during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD TUFTS only whether there has been a royalty underpayment and, if so, the amount thereof. Such examination is to be at the expense of STANFORD TUFTS except in the event that the results of the audit reveal an under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD TUFTS of [**] five percent ([**]5%) or more, then the audit costs shall be paid by LICENSEE within [**] thirty ([**]30) days of notice by STANFORD TUFTS to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 Beginning 8.1 CURIS will make quarterly written reports and earned royalty payments to XXXXX XXXXXXX beginning with the first sale of a Licensed ProductProduct(s) and/or Developed Product(s) by CURIS, LICENSEE shall make written its Affiliate(s), Sublicensee(s) or Developed Product Licensee(s). These reports and payments will be due within forty five (even if there are no further sales) of royalty payments due, if any, to STANFORD within [**] ([**]45) days after the end of each [**]of CURIS’ fiscal quarters, except for the last quarter of each fiscal year, the reports and payments being instead due ninety (90) days after the end of CURIS’ fiscal year. This The report will be provided substantially in the format of Appendix E attached to this Agreement and shall state include the number, description, description and aggregate Net Sales of Licensed Product(s) during such completed [**], and resulting calculations Developed Product(s) sold as well as the calculation of earned royalty payments due STANFORD pursuant to Sections XXXXX XXXXXXX under Article 6.3 and 6.5 through 6.8 for such completed [**]. Concurrent with the submission of each such report, LICENSEE shall pay STANFORD any royalties due for the [**] completed calendar year. CURIS will also include the payment of royalties for the calendar year covered by such the report. 7.2 LICENSEE agrees 8.2 CURIS must keep and maintain true and accurate records and cause its Affiliate(s), Sublicensee(s) or Developed product Licensee(s) to keep and maintain such records for a period of [**] three ([**]3) years following the period of each report required under Article 8.1 herein showing the manufacture, sale, use use, and other disposition of products sold or otherwise disposed of under the license herein grantedthis Agreement. Such These records will include general ledger records in accordance with generally accepted accounting principles showing cash receipts and expenses, and records that include production records, customers, serial numbers and related information in sufficient detail to enable be able to determine the royalties payable hereunder by LICENSEE owed to be determinedXXXXX XXXXXXX. LICENSEE further agrees XXXXX and its Affiliate(s) shall also permit and shall use reasonable efforts to cause Sublicensee(s) or Developed Product Licensee(s) to permit XXXXX XXXXXXX and its agents to examine books and records when necessary to be examined by an independent certified public accountant selected by STANFORD and acceptable to LICENSEE once per [**] verify reports described in Article 8.1 during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary regular business hours with upon ten (10) business days’ written notice to CURIS. XXXXX XXXXXXX or its agents will make the examination at least thirty (30) days prior written noticeXXXXX XXXXXXX’ expense. The accountant shall report to STANFORD only whether there has been a royalty underpayment and, if so, the amount thereof. Such examination is to be at the expense of STANFORD except in the event that the results of If the audit reveal an reveals five percent (5%) or more under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD of [**] percent ([**]%) or moreXXXXX XXXXXXX, then XXXXX will pay the audit costs shall be paid by LICENSEE within [**] ([**]) days of notice by STANFORD to LICENSEEcosts.

Royalty Reports Payments and Accounting. 7.1 6.1 Beginning with the first sale of a Licensed ProductProduct(s), LICENSEE shall make written reports (even if there are no further sales) of and earned royalty payments due, if any, to STANFORD within [**] thirty ([**]30) calendar days after the end of each [**]calendar quarter. This report shall state the number, description, description and aggregate Net Sales unit sales of Licensed Product(s) during such completed [**], calendar quarter and resulting calculations calculation pursuant to Paragraph 5.3 hereof of all earned royalty payments due unto STANFORD pursuant to Sections 6.5 through 6.8 for such completed [**]calendar quarter. Concurrent with the submission making of each such report, LICENSEE shall pay STANFORD any include therewith payment in full of all such royalties due unto STANFORD for the [**] calendar quarter covered by such report. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.2 6.2 LICENSEE agrees to keep and maintain records for a period of [**] three ([**]3) years showing the manufacture, sale, use and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include general ledger records showing cash receipts and expenses, and records which include production records, customers, serial numbers and related information in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD and acceptable from time to LICENSEE once per [**] during time to the term of this Agreement, extent necessary to verify reports provided for the sole purpose of verifying the reports and royalty payments made by LICENSEEin Paragraph 6.1 hereof. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to by STANFORD only whether there has been a royalty underpayment andor its designee, if so, the amount thereof. Such examination is to be at the expense of STANFORD STANFORD, except in the event that the results of the audit reveal an under reporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD of [**] five percent ([**]5%) or more, then the audit costs shall be paid by LICENSEE within [**] ([**]) days of notice by STANFORD to LICENSEE.

Royalty Reports Payments and Accounting. 7.1 Beginning with the first sale of a Licensed Product, LICENSEE shall make written reports (even if there are no further sales) of and earned royalty payments due, if any, to STANFORD within [**] ([**]) days * after the end of each [**]***. This report shall be in the form of the report of Appendix B and shall state the number, description, and aggregate Net Sales of Licensed Product(s) during such completed [**], and resulting calculations of earned royalty payments due STANFORD pursuant to Sections 6.5 through 6.8 for such completed [**]*. Concurrent with the submission making of each such report, LICENSEE shall pay include payment due STANFORD any of royalties due for the [**] covered by such report***. 7.2 LICENSEE also agrees to make a written report to STANFORD within ***** after the expiration of the license pursuant to Section 14.1. LICENSEE shall continue to make reports pursuant to the provisions of this Section 7.2 concerning royalties payable in accordance with Article 6 in connection with the sale of Licensed Products after expiration of the license, until such time as all such Licensed Products produced under the license have been sold or destroyed. Concurrent with the submittal of each post-termination report, LICENSEE shall pay STANFORD all applicable royalties. 7.3 LICENSEE agrees to keep and maintain records for a period of [**] ([**]) years * showing the manufacture, offer for sale, use sale, use, and other disposition of products sold or otherwise disposed of under the license herein granted. Such records will include general ledger records showing cash receipts and expenses, and records which include production records, customers, serial numbers, and related information in sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books and records to be examined by an independent certified public accountant selected by STANFORD from time to time to the extent necessary to verify reports provided for in Section 7.1 and acceptable to LICENSEE once per [7.2, but Stanford shall not conduct more than **] during the term of this Agreement, for the sole purpose of verifying the reports and royalty payments made by LICENSEE. Such examination shall be made at LICENSEE'S place of business during ordinary business hours with at least thirty (30) days prior written notice. The accountant shall report to STANFORD only whether there has been a royalty underpayment and, if so, the amount thereof***. Such examination is to be made by STANFORD or its designee, at the expense of STANFORD STANFORD, except in the event that the results of the audit reveal an under reporting underreporting of royalties [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. due STANFORD of [**] percent ([**]%) * or more, then the audit costs shall be paid by LICENSEE within [**] ([**]) days of notice by STANFORD to LICENSEE.