Common use of Royalty Reports Clause in Contracts

Royalty Reports. Within sixty (60) days after March 31, June 30, September 30, and December 31, of each year in which this Agreement is in effect, LICENSEE shall deliver to DFCI full, true and accurate reports of its activities and those of its Affiliates, if any, relating to this Agreement during the preceding three (3) month period. LICENSEE shall deliver reports containing equivalent information pertaining to its Sublicensee(s) within sixty (60) days of receipt of a royalty report from such Sublicensee (“Sublicensee Report”). Notwithstanding the foregoing, LICENSEE shall have the option to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number of Licensed Products manufactured and Sold by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (c) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (d) Deductions applicable to determining Net Sales; (e) The nature and amount of Sublicense Revenue received by LICENSEE as set forth in Section 3.1.5(a) and the amount owed to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following any such payment, LICENSEE shall take reasonable business efforts to make any necessary adjustments (including any necessary credits, and offsets) to ensure that the amount paid to DFCI is in compliance with the terms of this Agreement.

Royalty Reports. Within sixty (60) days after March 31, June 30, September 30, and December 31, of each year in which this Agreement is in effect, LICENSEE shall deliver to DFCI full, true and accurate reports of its activities and those of its Affiliates, if any, relating to this Agreement during the preceding three (3) month period. LICENSEE shall deliver reports containing equivalent information pertaining to its Sublicensee(s) within sixty (60) days of receipt of a royalty report from such Sublicensee (“Sublicensee Report”). Notwithstanding the foregoing, LICENSEE shall have the option to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number Commencing on the 25th day of Licensed Products manufactured May, 2001 and Sold by LICENSEEon the 25th day of July, November and February thereafter during the Term (i) Licensee shall, and any Affiliates shall contractually require all sublicensees to, furnish to Licensor, with respect to the three-month period immediately prior to the date of the statement, and for the 12-month period or Sublicenseesportion thereof in question, on a cumulative basis, a written statement (certified by the Chief Financial Officer of Licensee or such sublicensee), in each country such form and with such detail as Licensor may reasonably require, setting forth (i) the Handle, Hold, Gross Profit generated during such quarter, as a result of the Territory;use of the System and/or and the Licensed Technology, or any part thereof, (ii) the calculation of, and method of calculating, the Percentage Fees and (iii) such other information relating to the computation of the fees owed to Licensor under this Agreement as Licensor may reasonably request from time to time. All such statements shall to the extent practicable be generated directly by the System or using the Licensed Software. (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEELicensee shall, and any Affiliates or Sublicenseesshall contractually require all of its sublicensees to, in each country keep accurate written records of all activities relating to the Handle, Hold, Gross Profit and calculation of the Territory; Percentage Fees. Such records shall be retained by Licensee or its sublicensees during the Term and for a period of at least two (c2) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEEyears thereafter. Upon reasonable notice and during regular business hours, Licensee shall, and any Affiliates it shall contractually require its sublicensees to, make available such records for audit by Licensor or Sublicensees, in each country its representatives to verify the accuracy of the Territory; (d) Deductions applicable statements provided to determining Net Sales; (e) The nature Licensor; provided that any audit of a sublicensee shall be conducted through the Licensee, all communications with such sublicensee shall be exclusively through the Licensee and amount Licensor shall have no direct communication with any such sublicensee unless Licensee fails to fulfill the requirements of Sublicense Revenue received by LICENSEE Section 3.7(f). In the event it is determined that the fees paid to Licensor hereunder were less than the fees to which Licensor was entitled as set forth provided herein, Licensee shall immediately pay such fees plus interest as provided in Section 3.1.5(a) 5.9, and the amount owed Licensee shall pay all reasonable, out-of-pocket expenses of Licensor or its representatives relating to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4such audit, 3.15 and 3.1.6; (i) An accounting of amounts invoiced including, but not yet received by FibroGen pursuant limited to Section 1.9(e). With each reportthe reasonable, LICENSEE shall pay out-of-pocket expenses of traveling to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following any such payment, LICENSEE shall take reasonable business efforts to make any necessary adjustments (including any necessary creditsLicensee's or its sublicensees' facilities or otherwise, and offsets) to ensure reasonable, out-of-pocket living expenses while at Licensee's or its sublicensees' facility. In the event that, more than twice during the Term, it is determined that the amount fees paid to DFCI is Licensor hereunder were less than 90% of the fees to which the Licensor was entitled in compliance accordance with the terms of this Agreement, Licensee shall be deemed to be in material breach of this Agreement and Licensor, in addition to any other rights or remedies to which it is entitled, shall have the right to terminate this Agreement forthwith.

Royalty Reports. (a) Within sixty fifteen (6015) days after March 31, June 30, September 30, and December 31, following the last day of each year fiscal month (each a "Report Date"), any part of which is within the term of this Agreement, Licensee shall render a report to Licensor setting forth for the preceding fiscal month (i) the number and type of Products sold; (ii) the total amount of Royalty payable to Licensor under this Section 3; and (iii) all other information reasonably requested by Licensor and necessary to show the basis on which such amounts have been computed. The first Report Date shall be no later than the earlier of: (x) fifteen (15) days following the last day of the first fiscal month in which Licensee Sells a Product, or (y) fifteen (15) days following the last day of the fiscal month that begins nearest June 1, 1999. (b) In addition, within ninety (90) days following the end of each fiscal year, Licensee shall use commercially reasonable efforts to provide Licensor with a certificate from Licensee's independent certified public accountants certifying that the total Royalty payable to Licensor under this Agreement is Section 3 as set forth in effectLicensee's Royalty reports for the preceding fiscal year are correct. Alternatively, LICENSEE if the Licensee's accountants certify that the Royalties payable to Licensor as indicated in Licensee's Royalty reports were incorrect, Licensee shall deliver to DFCI full, true and accurate reports of its activities and those of its Affiliatesaccompany the accountant's certificate with the shortfall, if any. If, relating despite Licensee's commercially reasonable efforts, Licensee is unable to provide Licensor with such certificate from its public accountants, Licensor may request that Licensor's independent certified public accountants certify the Royalties as provided in this Agreement during Section 3.3(b) and the preceding three (3) month period. LICENSEE reasonable costs incurred by Licensor's accountants shall deliver reports containing equivalent information pertaining to its Sublicensee(s) within sixty (60) days of receipt of a royalty report from such Sublicensee (“Sublicensee Report”)be paid by the Licensee. Notwithstanding the foregoing, LICENSEE in no event shall have the option failure to provide obtain such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number of Licensed Products manufactured and Sold by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (c) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (d) Deductions applicable to determining Net Sales; (e) The nature and amount of Sublicense Revenue received by LICENSEE as set forth in Section 3.1.5(a) and the amount owed to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An certificate from an accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following any such payment, LICENSEE shall take reasonable business efforts to make any necessary adjustments (including any necessary credits, and offsets) to ensure that the amount paid to DFCI is in compliance with the terms firm constitute a breach of this Agreement.

Royalty Reports. Within sixty During the Term of this Agreement, COMPANY shall furnish, or cause to be furnished to EMORY, written reports for each of COMPANY and each Affiliate and Sublicensee thereof showing (60the “Royalty Reports”): (i) days after March 31, June 30, September 30, The gross selling price and December 31, the number of units of all Licensed Products (identified by product number/name) Sold by COMPANY and each year in which this Agreement is in effect, LICENSEE shall deliver to DFCI full, true and accurate reports of its activities Affiliates and those sublicensees, in each country of its Affiliatesthe Licensed Territory during the reporting period, together with the calculations of Net Selling Price in accordance with Section 1.19; (ii) Lease or rental revenue (if applicable) from the Sale of the Licensed Products; (iii) The royalties payable in Dollars, which shall have accrued hereunder in respect to such Sales; (iv) The exchange rates, if any, relating in determining the amount of Dollars; (v) A summary of all reports provided to this Agreement during COMPANY by COMPANY'S sublicensees, including the preceding three names and addresses of all sublicensees and distributors; (vi) The amount of any consideration received by COMPANY from sublicensees and an explanation of the contractual obligation satisfied by such consideration; and (vii) The occurrence of any event triggering a Milestone Payment or any other payment in accordance with Article 3) month period. LICENSEE Royalty Reports shall deliver be made semiannually until the first Sale of a Licensed Product by COMPANY or its Affiliates and sublicensees and quarterly thereafter. Semiannual reports containing equivalent information pertaining to its Sublicensee(s) shall be due within sixty (60) days of receipt the close of a royalty report from such Sublicensee every second and fourth COMPANY fiscal quarter. Quarterly reports shall be due within sixty (“Sublicensee Report”)60) days of the close of every COMPANY fiscal quarter. Notwithstanding the foregoingCOMPANY shall keep accurate records in sufficient detail to enable royalties and other payments payable hereunder to be determined. COMPANY shall be responsible for all royalties and late payments that are due to EMORY that have not been paid by COMPANY'S Affiliates and sublicensees. COMPANY'S sublicensees shall have, LICENSEE and shall have be notified by COMPANY that they have, the option of making any royalty payment directly to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number of Licensed Products manufactured and Sold by LICENSEEEMORY, and any Affiliates or Sublicensees, in each country of the Territory; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (c) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (d) Deductions applicable to determining Net Sales; (e) The nature and amount of Sublicense Revenue received by LICENSEE as set forth in Section 3.1.5(a) and the amount owed to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following with any such payment, LICENSEE shall take reasonable business efforts payment being treated as if made directly by and credited to make any necessary adjustments (including any necessary credits, and offsets) to ensure that the amount paid to DFCI is in compliance with the terms of this AgreementCOMPANY.

Royalty Reports. Within sixty During the term of this Agreement following the First Commercial Sale of any Opt-out Product (60) days after March 31or, June 30, September 30, and December 31as applicable, of any Collaboration Product in the Veterinary Field), the Continuing Party (or, as applicable, Organon) shall, within [**] after each year in which this Agreement is in effect[**], LICENSEE shall deliver furnish to DFCI fullthe other party a written [**] report showing, true on a product-by-product and accurate reports of its activities and those of its Affiliates, if any, relating to this Agreement during the preceding three (3) month period. LICENSEE shall deliver reports containing equivalent information pertaining to its Sublicensee(s) within sixty (60) days of receipt of a royalty report from such Sublicensee (“Sublicensee Report”). Notwithstanding the foregoing, LICENSEE shall have the option to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the followingcountry-by-country basis: (a) Number the gross sales and Net Sales of Licensed Opt-out Products manufactured (or, as applicable, of any Collaboration Product in the Veterinary Field) sold by such Continuing Party (or, as applicable, Organon), its (sub)licensees and Sold by LICENSEE, their respective Affiliates during the reporting period and any Affiliates or Sublicensees, in each country the calculation of the TerritoryNet Sales from such gross sales; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, royalties payable in each country United States dollars which shall have accrued hereunder in respect of the Territorysuch Net Sales; (c) Total xxxxxxxx for the use withholding taxes, if any, required by law to be deducted in respect of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territorysuch royalties; (d) Deductions applicable to determining Net Sales;the dates of the First Commercial Sales of Opt-out Products (or, as applicable, of Collaboration Product in the Veterinary Field) in any country during the reporting period; and (e) The nature and the exchange rates used in determining the amount of Sublicense Revenue received United States dollars payable hereunder. Royalties payable on sales in countries other than the United States shall be calculated in accordance with the standard exchange rate conversion practices used by LICENSEE the Continuing Party (or, as set forth in Section 3.1.5(aapplicable, Organon) and the amount owed to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An for financial accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payablepurposes. If no royalties are dueroyalty or payment is due for any royalty period hereunder, LICENSEE such party shall so report. If multiple Licensed Products are covered Each party shall keep, and shall require its (sub)licensees to keep (all in accordance with generally accepted accounting principles, consistently applied), complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. Each party shall include in each agreement with each applicable (sub)licensee a provision requiring such (sub)licensee to make reports to such party, to keep and maintain records of sales made pursuant to such agreement and to grant access to such records by the license granted other party's independent certified public accountant to the same extent required of a party under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following any such payment, LICENSEE shall take reasonable business efforts to make any necessary adjustments (including any necessary credits, and offsets) to ensure that the amount paid to DFCI is in compliance with the terms of this Agreement.

Royalty Reports. Within sixty 6.1 Upon the first sale, lease or other transfer for consideration of LICENSED PRODUCT(S) by either LICENSEE or any sublicensee (60whichever shall occur first), LICENSEE shall promptly provide UNIVERSITY with written notice thereof To enable UNTVERSITY to verify royalty amounts due it pursuant to this Agreement, thereafter, LICENSEE shall render to UNIVERSITY, with each of its royalty payments hereunder, a written report separately setting forth the number of LICENSED PRODUCT(S) sold, leased or otherwise transferred by LICENSEE and any sublicensee, the exchange rates used, and the Net Selling Price billed or invoiced by LICENSEE in connection with the sale, lease or other transfer of any LICENSED PRODUCT(S) during the preceding ACCOUNTING PERIOD and upon which royalty payments are payable as provided in Article 5 All such reports shall be certified by a knowledgeable officer of LICENSEE to be correct, to the best of the officer's subjective knowledge, If no sales, leases or other transfers for1 consideration of LICENSED PRODUCTS have been made during any ACCOUNTING PERIOD which commences after the first ROYALTY was paid, then a statement to this effect shall be submitted to UNIVERSITY in accordance with reporting requirements of this Agreement 6.2 LICENSEE shall submit a written report to UNIVERSITY, within twenty (20) days after March 31, June 30, September 30, and December 31, of each year in which this Agreement is in effect, LICENSEE shall deliver to DFCI full, true and accurate reports of its activities and those of its Affiliates, if any, relating to this Agreement during the preceding three (3) month period. LICENSEE shall deliver reports containing equivalent information pertaining to its Sublicensee(s) within sixty (60) days of receipt of a royalty report from such Sublicensee (“Sublicensee Report”). Notwithstanding the foregoing, LICENSEE shall have the option to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number of Licensed Products manufactured and Sold by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (c) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (d) Deductions applicable to determining Net Sales; (e) The nature and amount of Sublicense Revenue received by LICENSEE as set forth in Section 3.1.5(a) and the amount owed to DFCI; (f) Identification date of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number termination of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, stating the number of LICENSED PRODUCT(S) sold, leased or' otherwise transferred by LICENSEE shall separately identify each Licensed Product in and any sublicensee, the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following any such payment, LICENSEE shall take reasonable business efforts to make any necessary adjustments (including any necessary creditsexchange rates used, and offsets) to ensure that the amount paid to DFCI is Net Selling Price billed or invoiced by LICENSEE in compliance connection with the terms sale, lease or other transfer of this Agreementany LICENSED PRODUCT(S) not previously due or reported to UNIVERSITY.

Royalty Reports. Within sixty During the Term of this Agreement, COMPANY shall furnish, or cause to be furnished to EMORY, written reports for each of COMPANY and each Affiliate and Sublicensee thereof showing (60the “Royalty Reports”): i. The gross selling price and the number of units of all Licensed Products (identified by product number/name) days after March 31, June 30, September 30, Sold by COMPANY and December 31, of each year in which this Agreement is in effect, LICENSEE shall deliver to DFCI full, true and accurate reports of its activities Affiliates and those sublicensees, in each country of its Affiliatesthe Licensed Territory during the reporting period, together with the calculations of Net Selling Price in accordance with Section 1.19; ii. Lease or rental revenue (if applicable) from the Sale of the Licensed Products; iii. The royalties payable in Dollars, which shall have accrued hereunder in respect to such Sales; iv. The exchange rates, if any, relating in determining the amount of Dollars; v. A summary of all reports provided to this Agreement during COMPANY by COMPANY'S sublicensees, including the preceding three (names and addresses of all sublicensees and distributors; vi. The amount of any consideration received by COMPANY from sublicensees and an explanation of the contractual obligation satisfied by such consideration; and vii. The occurrence of any event triggering a Milestone Payment or any other payment in accordance with Article 3) month period. LICENSEE Royalty Reports shall deliver be made semiannually until the first Sale of a Licensed Product by COMPANY or its Affiliates and sublicensees and quarterly thereafter. Semiannual reports containing equivalent information pertaining to its Sublicensee(s) shall be due within sixty (60) days of receipt the close of a royalty report from such Sublicensee every second and fourth COMPANY fiscal quarter. Quarterly reports shall be due within sixty (“Sublicensee Report”)60) days of the close of every COMPANY fiscal quarter. Notwithstanding the foregoingCOMPANY shall keep accurate records in sufficient detail to enable royalties and other payments payable hereunder to be determined. COMPANY shall be responsible for all royalties and late payments that are due to EMORY that have not been paid by COMPANY'S Affiliates and sublicensees. COMPANY'S sublicensees shall have, LICENSEE and shall have be notified by COMPANY that they have, the option of making any royalty payment directly to provide such Sublicensee reports either individually or as a consolidated report and shall provide such reports no less frequently than every six (6) months. All reports must include at least the following: (a) Number of Licensed Products manufactured and Sold by LICENSEEEMORY, and any Affiliates or Sublicensees, in each country of the Territory; (b) Total xxxxxxxx for the Licensed Products Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (c) Total xxxxxxxx for the use of Licensed Process Sold; by LICENSEE, and any Affiliates or Sublicensees, in each country of the Territory; (d) Deductions applicable to determining Net Sales; (e) The nature and amount of Sublicense Revenue received by LICENSEE as set forth in Section 3.1.5(a) and the amount owed to DFCI; (f) Identification of any events that fulfill the milestones as set forth in Section 3.1.4 and the amount owed to DFCI; (g) Total royalties due to DFCI; (h) Number of sublicenses executed as set forth in Section 2.7 and the amount owed to DFCI as set forth in Sections 3.1.4, 3.15 and 3.1.6; (i) An accounting of amounts invoiced but not yet received by FibroGen pursuant to Section 1.9(e). With each report, LICENSEE shall pay to DFCI the royalties due and payable. If no royalties are due, LICENSEE shall so report. If multiple Licensed Products are covered by the license granted under this Agreement, LICENSEE shall separately identify each Licensed Product in the royalty report and specify which Licensed Intellectual Property covers that Licensed Product. Ninety (90) days following with any such payment, LICENSEE shall take reasonable business efforts payment being treated as if made directly by and credited to make any necessary adjustments (including any necessary credits, and offsets) to ensure that the amount paid to DFCI is in compliance with the terms of this AgreementCOMPANY.