Common use of Reports Payments and Records Clause in Contracts

Reports Payments and Records. 5-1. LICENSEE shall keep full, true and accurate records containing all particulars that may be necessary for the purpose of showing the amounts payable to USCRF hereunder. Said records shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said records shall be open at all reasonable times, but not more than once per calendar year, for five (5) years following the end of the calendar year to which they pertain, to the inspection of USCRF or its agents for the purpose of verifying LICENSEE’S payments or compliance with this Agreement, If any examination reveals a shortage in amounts paid to USCRF equal to or greater than five percent (5%) of the total amount due in the period under audit, LICENSEE shall promptly reimburse USCRF for the cost of the examination as well as the shortage, together with interest thereon as provided in Article 5-4. 5-2. LICENSEE shall deliver to USCRF annually, on January 31 of each calendar year, true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement. A. These reports shall include at least the following: (1) Names and addresses of all sublicensees of PATENT RIGHTS; (2) A description of the development plans, development status, and milestones achieved for any LICENSED PRODUCT; (3) License fees earned by LICENSEE from Licensed Product Sublicenses of LICENSED PRODUCTS during the reporting period; (4) A summary of patent expenses incurred by LICENSEE for PATENT RIGHTS; (5) Total payments due and payable. 5-3. With each such report submitted, LICENSEE shall pay to USCRF the balance of any payments due and payable under this Agreement. If no payments shall be due, LICENSEE shall so report. 5-4. Any amount owed by LICENSEE under this Agreement that is not received by USCRF on or before the date due shall bear interest at a per annum rate two percent (2%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date due. The payment of such interest by LICENSEE shall not foreclose USCRF from exercising any other rights it may have as a consequence of the lateness of any payment.

Appears in 1 contract

Sources: License Agreement (NephroGenex, Inc.)

Reports Payments and Records. 5-1. 4.1 LICENSEE shall keep full, true and accurate records books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to USCRF hereunder. Said records shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said records shall be open at all reasonable times, but not more than once per calendar year, for five (5) years following the end of the calendar year to which they pertain, to the inspection of USCRF WSURF or its agents for the purpose of verifying LICENSEE’S payments 's royalty statement or compliance in other respects with this Agreement, If any examination reveals a shortage in amounts paid to USCRF equal to or greater than five percent (5%) of the total amount due in the period under audit, LICENSEE shall promptly reimburse USCRF for the cost of the examination as well as the shortage, together with interest thereon as provided in Article 5-4. 5-2. 4.2 Within sixty (60) days after June 30 and December 31 of each year, LICENSEE shall deliver to USCRF annually, on January 31 of each calendar year, WSURF true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees SUBLICENSEES during the preceding six (6) month period under this Agreement. A. These Agreement as shall be pertinent to a royalty accounting hereunder. Such reports shall include at least the following: (1a) Names number of Covered Products manufactured and sold; (b) deductions applicable as provided in Paragraph 1.4 to determine Net Sales thereof; (c) total royalties due; (d) names and addresses of all sublicensees SUBLICENSEES of PATENT RIGHTSLICENSEE; (2e) A description status of the development plans, development status, and milestones achieved agency approvals for any LICENSED PRODUCT;new Covered Products; and (3f) License fees earned by LICENSEE from Licensed Product Sublicenses plans for increased sales or introduction of LICENSED PRODUCTS during the reporting period; (4) A summary of patent expenses incurred by LICENSEE for PATENT RIGHTS; (5) Total payments due and payablenew Covered Products. 5-3. 4.3 With each such report submitted, LICENSEE shall pay to USCRF WSURF the balance of any payments royalties due and payable under this Agreement. If no payments shall be royalties are due, LICENSEE shall so report. 5-4. Any amount owed by LICENSEE under this Agreement that is not received by USCRF on 4.4 On or before the date due ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide WSURF with LICENSEE'S certified financial statements for the preceding fiscal year including, at a minimum, a Balance Sheet and Operating Expense Statement. 4.5 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate two of four percent (24%) above the prime rate in effect at in the Chase Manhattan Bank (N.A.) Wall Street Journal on the date duedue date. The payment of such interest by LICENSEE shall not foreclose USCRF WSURF from exercising any other rights it may have as a consequence of the lateness of any payment.

Appears in 1 contract

Sources: License Agreement (Cytoclonal Pharmaceutics Inc /De)