Records Reports and Payments. 7.1 Company must report the date of first sale of Licensed Products immediately following that sale. 7.2 Company shall deliver to UC within thirty (30) days after the end of each Calendar Year a written report showing its sales of Licensed Products as well as any payments from sublicensees and its computation of remuneration to UC due under this Agreement for such Calendar Year and at the same time make the payment of the remuneration due. If it had no sale of any Licensed Products the report shall so state. All Net Sales shall be segmented in each such report according to sales on a country-by-country and patent-by-patent basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made. 7.2.1 In cases of sales outside the USA, royalty payments shall be made in net USA Dollars. The amounts shall be calculated using currency exchange rates as set forth in The Wall Street Journal on the last day of the Calendar Quarter. 7.2.2 All payments due shall be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the Government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to UC pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by Company. Late payments shall be subject to an interest charge of one and one half percent (1 1/2%) per month. 7.3 Company shall keep full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to UC hereunder for a period of three (3) years following the year to which such records relate. During the Term of this Agreement and for a period of three (3) years following its termination, UC shall have the right to audit, or have an agent, accountant or other representative audit such books, records and supporting data upon fifteen (15) days notice. Any audit shall be at UC’s expense, except that Company shall reimburse UC for the cost of the audit in the event that UC discovers an underpayment of ten percent (10%) or more of the amount due. All royalty reports and materials reviewed or prepared in connection with any audit shall be deemed [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Information of Company and subject to Article 10 hereof.
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Records Reports and Payments. 7.1 The Company must shall report to UC the date of first sale of a Licensed Products immediately Product by Company or a sublicensee within thirty (30) days following that sale.
7.2 No later than sixty (60) days after the end of each Fiscal Year, the Company shall provide to UC a written annual Progress Report. If multiple technologies are covered by the license granted hereunder, the Progress Report shall provide the information set forth above for each technology. If UC believes in good faith that progress is not equal to that anticipated in the previous year’s plan, the Company shall explain the reasons for the difference and prepare and present a modified business plan for UC’s review and approval. The Company shall also provide any reasonable additional data UC requires to evaluate the Company’s performance.
7.3 The Company shall deliver to UC within thirty sixty (3060) days after the end of each Calendar Year Quarter a written report showing its sales of the Licensed Products Product as well as any payments from sublicensees and its computation of remuneration to UC due under this Agreement for such Calendar Year Quarter and at the same time make the payment of the remuneration due. If it had no sale of any Licensed Products Product by Company or a sublicensee the report shall so state. All Net Sales shall be segmented in each such report according to sales on a country-by-country and patent-by-patent basiseach UC technology in the Licensed Product. For payments by sublicensees, including the report shall segment the payments by any applicable UC technology in the sublicensed product. The report shall include the rates of exchange used for conversion to USA US Dollars (USD) from the currency in which such sales were made.
7.2.1 7.3.1 In cases of sales outside the USA, royalty payments shall be made in net USA US Dollars. The amounts shall be calculated using currency exchange rates as set forth in The Wall Street Journal on the last day of the Calendar QuarterQuarter for which remuneration is due as noted in 7.3.
7.2.2 7.3.2 All payments due to UC from the Company shall be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the Government government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to UC pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by the Company. Late payments shall be subject to an interest charge of the lesser of one and one half percent (1 1/21%) per monthmonth or the maximum allowed by law.
7.3 7.3.3 The Company shall keep full, true and accurate books of accounts based on good accounting principles and other records containing all relevant information and data which may be necessary to ascertain and verify the remuneration payable to UC hereunder for a period of three (3) years following the year to which such records relate. During the Term of this Agreement and for a period of three (3) years following its termination, UC shall have the right to audit, or have an agent, accountant or other representative representative, audit such books, records and supporting data upon fifteen thirty (1530) days notice. Any audit shall be at UC’s expense, except that the Company shall reimburse UC for the cost of the audit in the event that UC discovers an underpayment of ten percent (10%) or more of the amount due. .
7.4 All royalty reports matters relating to this Article 7 shall be subject to the confidentiality provisions of Article 10 and materials reviewed or prepared shall not be used for any purpose other than in connection with the examination by UC contemplated by this Article, nor shall any audit shall such information or material be deemed [ * ] = Certain confidential information contained in this documentdisclosed to any person or entity other than UC’s outside or in-house counsel, marked by bracketsaccountants, is filed with the Securities officers and Exchange Commission pursuant those personnel of each having a legitimate need to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Information of Company and subject to Article 10 hereofknow.
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