Common use of Calculation of Net Sales Clause in Contracts

Calculation of Net Sales. Until the Royalty Milestone Longstop Date, the following provisions shall apply: 4.1.1 the Company and/or the Buyer shall, and will cause their affiliates and any licensees to, maintain complete and accurate books, records and accounts relevant for the calculation of Net Sales and any other amounts payable to the Sellers hereunder; 4.1.2 forty five (45) days after the end of each Quarter Day following the satisfaction of Milestone 4, the Company and/or the Buyer will provide to the Sellers’ Representative a report setting forth, on a Product-by-Product and country-by-country basis, the amount of gross sales of each Product, a calculation of Net Sales and any currency conversions made together with details of any payments made in that quarter under the Licence Agreement; 4.1.3 the Company may elect to grant licences to third parties, outside the United States, to develop, make and commercialise Products. While the definition of Net Sales requires sales made by such ex-US licencees to be included in such calculation of Net Sales, the Parties agree that, in any quarter, the sum to be included in the calculation of Net Sales in respect of sales in ex-US countries where the Company has granted a third party a licence shall not exceed the amount of royalties actually received from such third parties in that quarter less all sums actually paid by the Company under the Licence Agreement in that quarter; 4.1.4 the Buyer and/or the Company will notify the Seller Representative in writing within thirty (30) days of the achievement of each Royalty Milestone; and 4.1.5 the Sellers will have the right (at their request and cost) to appoint an independent, certified public accountant (reasonably acceptable to the Buyer, such consent not to be unreasonably withheld, delayed or conditioned), upon reasonable advance notice of not less than 30 calendar days and during normal business hours, but prior to the first Quarter Day in a calendar year and not more often than once in each calendar year, to examine such records of the Company related to the immediately preceding two calendar years (but not more) to determine the correctness of payment made under this Agreement and payable for any calendar quarter in such audited period. In addition, no audited period shall be examined on more than one occasion. Results of any such examination shall be made available to all parties except that said independent, certified public accountant shall verify to the Sellers such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Buyer and the Company. The Sellers shall bear the full cost of the performance of any audit requested by the Sellers except as otherwise provided. If, as a result of any inspection of the books and records of the Buyer, it is shown that payments made by the Buyer to the Sellers under this Agreement were less than the amount which should have been paid then the Buyer shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) calendar days and the Buyer shall reimburse the Sellers for reasonable costs incurred by the Sellers in respect of such audit.