PAYMENTS, REPORTS AND AUDITS. 13.1 With reference to Clause 5, Amarin shall keep true and accurate records of Net Sales (and any deductibles made in calculating same), Third Party Royalties and Third Party Milestone Payments. 13.2 Any income or other taxes which Amarin is required by law to pay or withhold on behalf of the Developer with respect to any monies payable to the Developer under this Agreement shall be deducted from the amount of such monies due. Any such tax required to be paid or withheld shall be an expense of and borne solely by the Developer. Amarin shall promptly provide the Developer with a certificate or other documentary evidence to enable the Developer to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by Amarin. 13.3 For the 90 day period following the close of each financial year, Amarin will, in the event that the Developer reasonably requests such access, provide the Developer’s independent certified accountants (reasonably acceptable to Amarin) with access, during regular business hours and subject to the confidentiality provisions as contained in this Agreement, to Amarin’s books and records relating to the Developer Invention, solely for the purpose of verifying the accuracy and reasonable composition of the calculations hereunder for the financial year then ended. 13.4 In the event of a discovery of a discrepancy which exceeds five per cent (5%) of the amount due for any period, the cost of such audit shall be borne by Amarin; otherwise, such cost shall be borne by the Developer. 13.5 Payment of monies due under this Agreement shall be made by Amarin to the Developer within 30 days of becoming due. 13.6 All sums payable by Amarin to the Developer shall be paid in pounds sterling by wire transfer to the Developer’s designated account. Where a sum is calculated according to payments received by Amarin in one or more other currencies, the pound sterling amount payable shall be calculated by reference to the average mid-price exchange rate between the local currencies and the pound sterling over the calendar quarter during which such payment becomes due by reference to the applicable rates published in The Financial Times. 13.7 Amarin shall pay interest to the Developer on sums not paid to the Developer on the date on which payment should have been made pursuant to the applicable provisions of this Agreement (“Due Date”) over the period from the Due Date until the date of actual payment (both before and after judgement) at a rate per annum equal to 1% over the 1 year LIBOR rate (London Interbank Offer Rate), such interest to payable on demand from time to time and compounded quarterly.
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Sources: Assignment Agreement
PAYMENTS, REPORTS AND AUDITS. 13.1 With reference 4.1. Licensee agrees to Clause 5, Amarin make royalty payments to Licensor within thirty (30) days after the end of each calendar quarter beginning after the First Commercial Sale of Licensed Product. Payment shall be accompanied by a report of the Net Sales of Licensed Products and the computation of the royalties due therefor during the preceding calendar quarter.
4.2. Licensee agrees to keep true and accurate records of on Net Sales for a period not to exceed three (3) years unless the records are in dispute. If the records are in dispute, Licensee agrees to keep the records until the dispute is settled. Such records shall be open for examination during reasonable business hours at the place where the records are customarily kept. Licensor shall have the right to verify the accuracy of the records by having an independent certified public accountant, selected by Licensor and any deductibles acceptable to Licensee, audit the records to determine the accuracy of reports and payments made in calculating sameby Licensee. If such audit shows that Licensee has underreported royalties due Licensor by more than [ ] ([ ]%), Third Party Royalties and Third Party Milestone PaymentsLicensee shall reimburse Licensor for the reasonable costs of such audit. Licensor shall not engage an accountant to perform an audit hereunder on a contingency-fee basis or on any other terms by which the accountant's compensation depends on the results of the audit.
13.2 Any income 4.3. Licensee agrees to make a written report and royalty payment to Licensor within sixty (60) days after the expiration or other taxes which Amarin is required by law to pay or withhold on behalf termination of the Developer with respect Agreement. Licensee shall continue to make reports and payments as long as royalties are due Licensor on products made before such expiration or termination but used or sold after such expiration or termination.
4.4. If Licensee fails to make any monies payable to the Developer payment required under this Agreement on or before the due date, Licensee agrees to pay interest on such amount at an annual rate of two (2%) more than the greatest prime rate announced by Citibank NA or its successor as published in the Wall Street Journal at any time during the period when such payment is due. Such interest shall be deducted accrue from the amount date the payment was due until the date such payment is paid in full. If such rate exceeds the rate allowed by applicable law, then the highest rate allowed by law shall apply.
4.5. When calculating Net Sales based upon proceeds received in a currency other than Dollars, conversion of such monies due. Any such tax required currency to be paid or withheld shall be an expense of and borne solely by the Developer. Amarin shall promptly provide the Developer with a certificate or other documentary evidence to enable the Developer to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by Amarin.
13.3 For the 90 day period following the close of each financial year, Amarin will, in the event that the Developer reasonably requests such access, provide the Developer’s independent certified accountants (reasonably acceptable to Amarin) with access, during regular business hours and subject to the confidentiality provisions as contained in this Agreement, to Amarin’s books and records relating to the Developer Invention, solely for the purpose of verifying the accuracy and reasonable composition of the calculations hereunder for the financial year then ended.
13.4 In the event of a discovery of a discrepancy which exceeds five per cent (5%) of the amount due for any period, the cost of such audit shall be borne by Amarin; otherwise, such cost shall be borne by the Developer.
13.5 Payment of monies due under this Agreement Dollars shall be made by Amarin at the conversion rate published in the Wall Street Journal on the date payment is due, provided, however, payments made after the due date shall use the greater of the conversion rate published in the Wall Street Journal on the due date or the date the late payment is actually made. Any and all loss of exchange, value, taxes or other expenses incurred in the transfer or conversion of other currency to the Developer within 30 days of becoming due.
13.6 All sums payable by Amarin to the Developer Dollars shall be paid in pounds sterling entirely by wire transfer to the Developer’s designated account. Where a sum is calculated according to payments received by Amarin in one or more other currencies, the pound sterling amount payable shall be calculated by reference to the average mid-price exchange rate between the local currencies and the pound sterling over the calendar quarter during which such payment becomes due by reference to the applicable rates published in The Financial TimesLicensee.
13.7 Amarin shall pay interest to the Developer on sums not paid to the Developer on the date on which payment should have been made pursuant to the applicable provisions of this Agreement (“Due Date”) over the period from the Due Date until the date of actual payment (both before and after judgement) at a rate per annum equal to 1% over the 1 year LIBOR rate (London Interbank Offer Rate), such interest to payable on demand from time to time and compounded quarterly.
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PAYMENTS, REPORTS AND AUDITS. 13.1 With reference to Clause 5, Amarin shall keep true and accurate records of Net Sales (and any deductibles made in calculating same), Third Party Royalties and Third Party Milestone Payments.
13.2 Any income or other taxes which Amarin is required by law to pay or withhold on behalf of the Developer with respect to any monies payable to the Developer under this Agreement shall be deducted from the amount of such monies due. Any such tax required to be paid or withheld shall be an expense of and borne solely by the Developer. Amarin shall promptly provide the Developer with a certificate or other documentary evidence to enable the Developer to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by Amarin.
13.3 For the 90 day period following the close of each financial year, Amarin will, in the event that the Developer reasonably requests such access, provide the Developer’s independent certified accountants 12 (reasonably acceptable to Amarin) with access, during regular business hours and subject to the confidentiality provisions as contained in this Agreement, to Amarin’s books and records relating to the Developer Invention, solely for the purpose of verifying the accuracy and reasonable composition of the calculations hereunder for the financial year then ended.
13.4 In the event of a discovery of a discrepancy which exceeds five per cent (5%) of the amount due for any period, the cost of such audit shall be borne by Amarin; otherwise, such cost shall be borne by the Developer.
13.5 Payment of monies due under this Agreement shall be made by Amarin to the Developer within 30 days of becoming due.
13.6 All sums payable by Amarin to the Developer shall be paid in pounds sterling by wire transfer to the Developer’s designated account. Where a sum is calculated according to payments received by Amarin in one or more other currencies, the pound sterling amount payable shall be calculated by reference to the average mid-price exchange rate between the local currencies and the pound sterling over the calendar quarter during which such payment becomes due by reference to the applicable rates published in The Financial Times.
13.7 Amarin shall pay interest to the Developer on sums not paid to the Developer on the date on which payment should have been made pursuant to the applicable provisions of this Agreement (“Due Date”) over the period from the Due Date until the date of actual payment (both before and after judgement) at a rate per annum equal to 1% over the 1 year LIBOR rate (London Interbank Offer Rate), such interest to payable on demand from time to time and compounded quarterly.
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