Payments and Records Sample Clauses

Payments and Records. 4.1 Payment 4.2 Mode of Payment 4.3 Taxes 4.4 Records Retention 4.5 Audit Request

Payments and Records. 5.01 Within [ * ] after the end of each fiscal year during the term of this License Agreement, ACSENTIENT shall furnish SENJU with an accurate report stating the total quantity of the Preparation in units sold by ACSENTIENT and ACSENTIENT Agent during the preceding fiscal year, the grossed invoiced sales price and the Net Sales thereof and amount of the royalties accrued, together with written reports regarding marketing activities stipulated in paragraph 7.01 and 7.02 herein. 5.02 ACSENTIENT shall pay SENJU milestone payments under paragraph 3.01 and royalties under 4.01, 4.02 and 4.03 pursuant to the applicable U.S. laws and to the regulation of the Convention for Avoiding Double Taxation between Japan and U.S.A. The official certificates issued by the U.S. taxation authority, which shall be acceptable to Japanese Taxation Authority, shall evidence taxes paid in U.S.A. SENJU shall be responsible for any withholding tax imposed on payments made by ACSENTIENT to SENJU. 5.03 ACSENTIENT shall make and keep true and accurate records of the production and sales of the Preparation by ACSENTIENT and ACSENTIENT Agent. 5.04 SENJU shall have the right to inspect, at its own expense, the records prepared and kept in accordance with paragraph 5.03 above. This inspection shall be carried out by a certified public accountant reasonably acceptable to ACSENTIENT for the sole purpose of verifying the accuracy of ACSENTIENT running royalty payments. This inspection shall be carried out during usual business hours at ACSENTIENT's appropriate facility. 5.05 ACSENTIENT shall not have any obligation to keep the records kept pursuant to paragraph 5.03 for more than [ * ] from the date of a given running royalty payment. * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. 5.06 Any payment from ACSENTIENT to SENJU under this License Agreement shall be remitted to the bank account designated by SENJU.

Payments and Records. The payments, if any, owed to the Purchasing Party pursuant to Section 4.2.2 by the Asserting Party shall be made annually within ninety (90) days following the last day of each calendar year of the Agreement Term. The Parties agree to keep full and accurate books and records setting forth in reasonable detail the Attributable Glass Proceeds, the Glass Product Expenses, and the calculation of the Glass Excess Payment. The Purchasing Party shall report its Glass Product Expenses, if any, to the Asserting Party no later than thirty (30) days following the last day *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. of each calendar year of the Agreement Term. In the event that the Asserting Party receives in any one calendar year (the “CURRENT YEAR”) any Attributable Glass Proceeds based on sales in, or otherwise attributable or allocable to, any previous calendar year(s) ( “PREVIOUS YEAR(S)”), the Asserting Party will notify the Purchasing Party thereof within thirty (30) days following the last day of such Current Year and the Purchasing Party may then, unless previously reported, report its Glass Product Expenses for such Previous Year(s) to the Asserting Party within ninety (90) days following the last day of such Current Year. The Asserting Party will then calculate or recalculate the Glass Excess Payment, if any, for such Previous Year(s) and submit its report relating thereto within one hundred twenty (120) days following the last day of the Current Year, together with the payment of any Glass Excess Payment owed and not previously paid for such Previous Year(s).

Payments and Records. Beginning with the date of the First Commercial Sale, Licensee shall pay to Licensor the royalties due within ninety (90) days of the end of each calendar half-year. Accompanying the payment will be a statement of the sales of Primary and Secondary Products by Licensee and the applicable royalties in sufficient detail to allow Licensor to calculate the royalties due. Licensee shall keep accounts and records in sufficient detail to enable Licensor to determine royalties due for sales of Primary and Secondary Products by Licensee and its sublicensees. Licensee agrees to make such records available for inspection by Licensor or its authorized representative at such place or places where such records are customarily kept upon reasonable notice and at reasonable hours of the day during which the offices of Licensee shall be open for business. Licensor agrees to hold strictly confidential in accordance with Section XI.C. all information learned in the course of any audit or inspection hereunder, except to the extent that it is necessary for Licensor to reveal such information in order to enforce rights under this Agreement or to comply with the law. In any license from Licensee to a third party for the making, using, offering for sale, selling and/or importing of Primary and/or Secondary Products, Licensee shall provide that such sublicensee shall assume substantially similar obligations as assumed by Licensee for reporting and to allow for inspection by Licensor to determine whether the royalties paid are correct. Within [ * ] of the expiration of the term of this Agreement as provided for in Section VII, Licensee shall provide a final report as to all royalties due which were not previously reported by Licensee, accompanied by the payment due. [ * ]. [ * ] = Certain confidential information in this document, marked by brackets, has been ommitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Payments and Records. 8.1 In consideration of the Services the Company shall pay to bluesource: 8.1.1 the Fees (exclusive of any value added tax); and 8.1.2 such additional charges (if any) as are from time to time agreed in writing between bluesource and the Company, having regard to any services provided by bluesource in addition to those specified in the Agreement or the Service Schedule payable at bluesource’s then current rates. 8.2 The Company shall reimburse bluesource for all expenses properly incurred in the provision of the Services and agreed with the Company in advance, such as site visits and will be payable at the following rates: 8.2.1 mileage at £0.45 per mile; 8.2.2 travel at standard/economy class fares; 8.2.3 accommodation shall not exceed £80 per night without prior agreement; and 8.2.4 subsistence shall not exceed £7.50 per day for breakfast, £7.50 per day for Lunch and £20 per evening for dinner. 8.3 The Company shall pay each invoice submitted by bluesource in full and cleared funds within 30 days of receipt in pounds sterling. 8.4 All sums payable pursuant to this Agreement are exclusive of any value added or other tax which shall be added to bluesource’s invoices at the prevailing rate. 8.5 Without prejudice to any of its other rights or remedies if the Company fails to pay on the due date for payment, bluesource may: 8.5.1 charge interest, from the date due for payment to the date of payment in full, at 2% per annum over Lloyds TSB Bank Plc base rate from time to time; and/or 8.5.2 suspend the Services without liability to the Company, until payment is received in full. Suspension of the Services under these circumstances is excluded from any availability measures or other SLAs. 8.6 Should any scheduled consultancy services be cancelled or rescheduled after the booking has been confirmed, the Company will be liable to pay the Fees (exclusive of any value added tax) as they fall due in accordance with the Service Schedule at the following percentages: 8.6.1 more than 5 days’ notice 0%; 8.6.2 between 5 days and 48 hours’ notice 25%; 8.6.3 between 48 hours and 24 hours’ notice 50%; and 8.6.4 less than 24 hours’ notice 100%. 8.7 The Company may not withhold payment of, or make any deduction from, any invoice or other amount due to bluesource by reason of any right of set-off or counterclaim which the Company may have or allege to have or for any other reason whatsoever.

Payments and Records. The Manager shall pay the aggregate amount due to Pine River under this Section 4 quarterly on the same day the Company reimburses the Manager for its expenses pursuant to Section 10 of the Management Agreement. Pine River shall maintain accurate records of the Manager Personnel (e.g., title, wage rate, and time used) provided to the Manager pursuant to this Agreement, and, upon request, the Manager shall be entitled to review such records at reasonable times.

Payments and Records. In consideration of the rights granted by Licensor to Licensee on the Licensed Technology in accordance with Section 7.1 and the strong wish of the Licensor to have the commercialisation of the Licensed Product start as soon as possible in the Territory, the Licensee will make the below mentioned payments to the Licensor.

Payments and Records. All sums payable under this Agreement: (a) are quoted exclusive of any value added tax or other relevant sales taxes which shall be paid in addition upon the provision by the Licensor of a valid tax invoice; and (b) shall be made in pounds sterling to the credit of a bank account to be designated in writing by the Licensor.

Payments and Records. Payments............................................... 42 SECTION 10.2 Books and Records; Accounting.......................... 42