Common use of Payments and Records Clause in Contracts

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.