Net Sales Records Clause Samples

Net Sales Records. Titan shall keep, or obtain from its sublicensees, complete, true and accurate books and records of all Net Sales of Fanapt Products. Titan shall, as determined in its good faith business judgment or as reasonably requested by Deerfield, enforce its audit and inspection rights under all of the License Agreements and any other agreement relating to Fanapt Products to which it is a party or a third-party beneficiary, and shall take all other commercially reasonable steps, in order to compile and maintain such books and records of Net Sales and to ensure such books and records are reasonably capable of being audited upon Deerfield’s exercise of its rights pursuant to Section 2(g). Titan shall keep such books and records of Net Sales, or cause them to be retained and available for purposes of this Agreement, for at least two (2) years following the Quarter to which they pertain.
View SourceView Similar (5)
Net Sales Records. Purchaser shall, and shall cause the other members of the Purchaser Rights Group to, keep books and records prepared in accordance with their respective standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of calculating all Net Sales Milestone Payments and Contingent Payments payable to Sellers. Subject to and without limiting Section 5.03(d) and Section 5.06(d), such books and records shall be kept at Purchaser’s or the relevant Purchaser Rights Group member’s principal place of business for a period of no less than [***] years following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on an annual basis by a mutually agreed upon independent certified accountant, [***], for the purpose of verifying the Net Sales Milestone Payments or the Contingent Payments payable to Sellers. The books and records for any particular Calendar Year shall be subject to no more than one inspection, and in no event shall any inspection be initiated with respect to any Calendar Year more than three years following the end of such Calendar Year. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Sellers any compliance or noncompliance by Purchaser and any other member of the Purchaser Rights Group with the terms of this Section 1.04, and shall have executed all customary release letters reasonably requested by Purchaser’s or any other Purchaser Rights Group member’s independent auditors. [***].
View Source
Net Sales Records. Purchaser shall keep books and records (including in electronic or cloud-based format, if Purchaser chooses) prepared in accordance with Purchaser’s standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of calculating all Net Sales Milestone Payments payable to Seller, or, if after dissolution of Seller, the Seller Representative’s designee. Such books and records shall be maintained for a period of no less than [***] following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on a semi-annual basis by a mutually agreed upon independent certified accountant, at Seller’s or the Seller Representative, on behalf of Seller’s equityholders, expense, for the purpose of verifying the Net Sales Milestone Payments payable to Seller or, if after dissolution of Seller, the Seller Representative’s designee. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller any compliance or noncompliance by Purchaser with the terms of this Agreement, and shall have executed all customary release letters reasonably requested by Purchaser’s independent auditors.
View Source
Net Sales Records. Parent shall keep books and records prepared in accordance with Parent’s accounting procedures and in accordance with GAAP, in each case consistently applied, and all relevant audit documentation (within the meaning of AS 1215 promulgated by the Public Company Accounting Oversight Board) for the purpose of calculating all Contingent Payments payable under this Section 1.11 in connection with Sales Milestones. Such books, records and audit documentation shall be kept at Parent’s principal place of business for a period of no less than three (3) years following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on an annual basis by a mutually agreed upon independent certified accountant, at the Stockholder Representative’s expense, for the purpose of verifying the Sales Milestones payable hereunder, and Parent shall make the relevant personnel of Parent and its Affiliates reasonably available to such accountant for such purpose. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to the Stockholder Representative any compliance or noncompliance by Parent with the terms of this Section 1.11, and shall have executed all customary release letters reasonably requested by Parent’s independent auditors.
View Source

Related to Net Sales Records

  • Net Sales The term “

  • Development Records Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall document all non-clinical studies and Clinical Trials in formal written study reports according to Applicable Laws and national and international guidelines (e.g., ICH, cGCP, cGLP, and cGMP).

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Product Sales Subject to Sections 10.3(c) and 10.3(d), Licensee agrees that it will not sell, offer for sale, or assist third parties (including Affiliates) in selling Product except for the sale and offer for sale of (A) TAF Product, TAF Combination Product, TDF Product and TDF Combination Product for use in the Field and in the countries of the TDF-TAF Territory, (B) COBI Product and COBI Combination Product for use in the Field and in the countries of the COBI Territory, and (C) EVG Product, EVG Combination Product and Quad Product for use in the Field and in the countries of the EVG-Quad Territory.‌ (i) Licensee agrees that during the period in which the Patents are valid and enforceable (on a Product-by-Product basis) it will prohibit its Distributors from selling Product (A) to any other wholesaler or distributor, (B) outside the Territory for which Licensee is licensed for sale of such Product pursuant to Section 2.2, or (C) for any purpose outside the Field. (ii) Licensee agrees that it will not administer the TAF Quad to humans, or sell the TAF Quad until Gilead has obtained marketing approval for the TAF Quad from the FDA. Licensee agrees that it will not administer EVG to humans, or sell Products containing EVG until Gilead has obtained marketing approval for an EVG Product from the FDA. Licensee agrees that it will not administer COBI to humans, or sell Products containing COBI until Gilead has obtained marketing approval for a COBI Product from the FDA. Licensee agrees that it will not administer TAF to humans, or sell Products containing TAF until Gilead has obtained marketing approval for a TAF Product from the FDA. If Gilead obtains marketing approval from the FDA for any Quad Product or a Combination Product containing TAF, COBI or EVG (“Approved Combination Product”) prior to obtaining marketing approval for a TAF Product, EVG Product or COBI Product from the FDA, then Licensee will be allowed to administer such Quad Product or such Approved Combination Product to humans, and sell such Quad Product or such Approved Combination Product from and after the date of such marketing approval from the FDA, but will not (A) administer to humans or sell Combination Products containing EVG other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for an EVG Product, or (B) administer to humans or sell Combination Products containing COBI other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a COBI Product or (C) administer to humans or sell Combination Products containing TAF other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a TAF Product.

  • Detailed Sales Data “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.