Books and Records Contract Clauses (160)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Books and Records clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Books and Records. The Licensee shall keep accurate books and records showing all Licensed Products manufactured, used, and/or Sold under the terms of this Agreement. Books and records must be preserved for at least five (5) years from the date of the royalty payment to which they pertain. 14.2 Auditing. Books and records must be open to inspection by representatives or agents of The Regents at reasonable times. The Regents shall bear the fees and expenses of examination but if an error in royalties of more than [...***] percent ([***]%) of the total royalties due for any year is discovered in any examination then the Licensee shall bear the fees and expenses of that examination and shall remit such underpayment to The Regents within thirty (30) days of the examination results. View More
Found in Erasca, Inc. contract
Books and Records. The Licensee shall keep accurate books and records showing all Licensed Products and Licensed Services manufactured, used, and/or Sold under the terms of this Agreement. Books and records must be preserved for at least five (5) [***] years from the date of the royalty Earned Royalty payment to which they pertain. 14.2 13.2 Auditing. Books and records must be open to inspection by representatives or agents of The Regents at reasonable times. times and no more than once per calendar year to determ...ine their accuracy and assess Licensee's compliance with the terms of this Agreement. Such representative shall disclose to The Regents only such information as may be necessary to ensure compliance with the payment terms hereof. The Regents shall bear the fees and expenses of examination but if an error in royalties of more than [***] percent ([***]%) of the total royalties due for any year is discovered in any examination then the Licensee shall bear the fees and expenses [***] of that examination and shall remit such underpayment [***] to The Regents within thirty (30) [***] days of after the examination results. View More
Found in Sana Biotechnology, Inc. contract
Books and Records. The Licensee shall keep keep, and shall cause its Affiliates and use commercially reasonable effort to cause its Sublicensees to keep, accurate books and records showing all Licensed Products and Licensed Services manufactured, used, and/or Sold under the terms of this Agreement. Books and records must be preserved for at least five (5) years from the date of the royalty payment to which they pertain. 14.2 13.2 Auditing. Books and records must be open to inspection by representatives or agents o...f The Regents at reasonable times. times and on reasonable advance notice (but in any event at least thirty (30) days in advance) no more than one (1) time per twelve (12) month period. The Regents shall bear the fees and expenses of examination but if an error in royalties of more than [***] percent ([***]%) of the total royalties due for any year is discovered in any examination then the Licensee shall bear the fees and expenses of that examination and shall remit such underpayment to The Regents within thirty (30) days of the examination results. View More
Found in Corbus Pharmaceuticals Holdings, Inc. contract
Books and Records. The Licensee shall keep keep, and shall cause its Affiliates and Sublicensees to keep, accurate books and records showing all Licensed Products manufactured, used, and/or Sold under the terms of this Agreement. Books and records must be preserved for at least five (5) four (4) years from the date of the royalty payment to which they pertain. 14.2 11.2 Auditing. Books and records must be open to inspection by representatives or agents of The Regents at reasonable times. times on reasonable advanc...e notice and no more frequently than once per year. The Regents shall bear the fees and expenses of examination but if an error in royalties of more than [***] five percent ([***]%) (5%) of the total royalties due for any year is discovered in any examination then the Licensee shall bear the fees and expenses of that examination and shall remit such underpayment to The Regents within thirty (30) days of the examination results. Any over payment shall be credited against future payments due The Regents. View More
Found in Consonance-HFW Acquisition Corp. contract
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Books and Records. Licensee shall keep books and records in such reasonable detail as will permit the reports provided for in Paragraph 1. hereof to be audited. Licensee further agrees to permit such books and reports to be inspected and audited by a representative or representatives of Licensor to the extent that Licensor, it its sole discretion, determines to be necessary to verify the reports provided for in paragraph 1. hereof; provided, however, that such representative or representatives shall indicate to Li...censor only whether the reports and royalty paid are correct, if not, the reasons why not. ARTICLE V - MARKING Licensee shall cause all Products made, used or leased by it or its sublicensees under this Agreement to be marked to reflect that the item is a patented product, protected by the applicable U.S. Patent. ARTICLE VI - DILIGENCE 1. Licensee shall use its best efforts to bring Licensed Patent Rights to market through a thorough, vigorous and diligent program and to continue active, diligent marketing efforts throughout the life of this agreement. ARTICLE VII - FINAL JUDGMENT WITH RESPECT TO VALIDITY OF PATENTS If a judgment or decree shall be entered in any proceeding in which the validity or infringement of any claim of any patent under which the License is granted hereunder shall be in issue, which judgment or decree shall become final, and if a final judgment shall have determined the specific claim to be invalid, Licensee shall be relived thereafter from including in its reports hereunder that portion of the royalties due under ARTICLE III payable only because of such claim or any broader claim to which such final judgment shall be applicable, and from the performance of any other acts required by this Agreement and pertaining to such claims. ARTICLE VIII - TERMINATION OR CONVERSION TO NON-EXCLUSIVE LICENSE 1. Termination by Licensee. Option of Licensee: Licensee may terminate the license granted by this Agreement, provided Licensee shall not be in default hereunder, by giving Licensor one hundred eighty (180) day notice to its intention to do so. If such notice shall be given, then upon the expiration of such one hundred eighty (180) days the termination shall become effective; but such termination shall not operate to relieve Licensee from its obligation to pay royalties or to satisfy any other obligations, accrued hereunder prior to the date of such termination. View More
Found in Revolutionary Concepts Inc contract
Books and Records. Licensee shall keep books and records in such reasonable detail as will permit the reports provided for in Paragraph 1. hereof 1, hereof, to be audited. determined. Licensee further agrees to permit such books and reports to be inspected and audited by a representative or representatives of Licensor to the extent that Licensor, it its sole discretion, determines to be necessary to verify the reports provided for in paragraph 1. 1, hereof; provided, however, provided that such representative or r...epresentatives shall indicate to Licensor only whether the reports and royalty paid are correct, correct and, if not, the reasons why not. reasons. ARTICLE V - MARKING Licensee shall cause agrees to mark or have marked all Products made, used or leased by it or its sublicensees under this Agreement the Licensed Patent Rights, if and to the extent such markings and patent notices shall be marked practical and consistent with reasonable procedures relating to reflect that such notices use commercially reasonable efforts to include or affix, as applicable, to all Licensee Products any and all legends and notices for the item is a patented product, protected Licensed Patents as reasonably designated by Licensor consistent with the applicable U.S. Patent. requirements of 25 U.S.C. § 287 or the equivalent thereof in any jurisdiction. ARTICLE VI - DILIGENCE 1. Licensee shall use its best efforts to bring Licensed Patent Rights to market through a thorough, vigorous vigorous, and diligent program and to continue active, diligent marketing efforts throughout the life of this agreement. ARTICLE VII - FINAL IRREVOCABLE JUDGMENT WITH RESPECT TO VALIDITY OF PATENTS If a judgment or decree shall be entered in any proceeding in which the validity or infringement of any claim of any patent under which the License is granted hereunder shall be in issue, which judgment or decree shall become final, not further reviewable though the exhaustion of all permissible applications for rehearing or review by a superior tribunal, or through the expiration of the time permitted for such application, (such a judgment or decree being hereinafter referred to as an irrevocable judgment) the construction placed on any such claim by such irrevocable judgment shall thereafter be followed not only as to such claim, but also as to all claims to which such instruction applies, with respect to acts occurring thereafter and if a final an irrevocable judgment shall have determined the specific hold any claim to be invalid, Licensee shall be relived relieved thereafter from including in its reports hereunder that portion of the royalties due under ARTICLE III payable only because of such claim or any broader claim to which such final irrevocable judgment shall be applicable, and from the performance of any other acts required by this Agreement and pertaining to agreement only because of any such claims. ARTICLE VIII - TERMINATION OR CONVERSION TO NON-EXCLUSIVE LICENSE 1. Termination by Licensee. Option of Licensee: Licensee may terminate the license granted by this Agreement, agreement, provided Licensee shall not be in default hereunder, by giving Licensor one hundred eighty (180) day Ninety (90) days notice to of its intention to do so. If such notice shall be given, then upon the expiration of such one hundred eighty (180) Ninety (90) days the termination shall become effective; but such termination shall not operate to relieve Licensee from its obligation to pay royalties or to satisfy any other obligations, obligations accrued hereunder prior to the date of such termination. View More
Found in THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. contract
Books and Records. Licensee shall keep books and records in such reasonable detail as will permit the reports provided for in Paragraph 1 hereof to be audited. Licensee further agrees to permit such books and reports to be inspected and audited by a representative or representatives of Licensor to the extent that Licensor, it in its sole discretion, determines to be necessary to verify the reports provided for in paragraph 1 hereof; provided, however, that such representative or representatives shall indicate to L...icensor only whether the reports reports, Payments and royalty Allotments paid are correct, if not, the reasons why not. ARTICLE J. Article V - MARKING shall be amended to read as follows: Licensee shall cause all have full and sole discretion to determine whether Products made, used or leased by it or its sublicensees under this Agreement to should be marked to reflect that the item is a patented product, protected by with the applicable U.S. Patent. ARTICLE VI - DILIGENCE 1. Licensee Patent or Patent Application number(s). K. Article VII shall use its best efforts be amended to bring Licensed Patent Rights to market through a thorough, vigorous and diligent program and to continue active, diligent marketing efforts throughout the life of this agreement. ARTICLE VII - FINAL JUDGMENT WITH RESPECT TO VALIDITY OF PATENTS read as follows: If a judgment or decree shall be entered in any proceeding in which the validity or infringement of any claim of any patent under which the License is granted hereunder shall be in issue, which judgment or decree shall become final, and if a final judgment shall have determined the specific claim to be invalid, Licensee shall be relived thereafter from including in its reports hereunder that portion of the royalties Payments and Allotments due under ARTICLE III payable only because of such claim or any broader claim to which such final judgment shall be applicable, and from the performance of any other acts required by this Agreement and pertaining to such claims. ARTICLE VIII - TERMINATION OR CONVERSION TO NON-EXCLUSIVE LICENSE L. Article VIII, Paragraphs 1, 2(a), 3 and 5 shall be amended to read as follows: 1. Termination by Licensee. Option of Licensee: Licensee may terminate the license granted by this Agreement, provided Licensee shall not be in default hereunder, by giving Licensor one hundred eighty (180) day notice to its intention to do so. If such notice shall be given, then upon the expiration of such one hundred eighty (180) days the termination shall become effective; but such termination shall not operate to relieve Licensee from its obligation to pay royalties remit Payments and Allotments due or to satisfy any other obligations, accrued hereunder prior to the date of such termination. View More
Found in Revolutionary Concepts Inc contract
View Variations (2)
Books and Records. All books and records developed or maintained under or related to this Agreement shall remain the property of the Company and under its control. The Investment Manager shall keep and maintain proper books and records wherein shall be recorded in a timely manner the business transacted by it on behalf of, in the name of, or on account of the Company in respect of the Portfolio.
Found in SAFG Retirement Services, Inc. contract
Books and Records. All books and records developed or maintained under or related to this Agreement shall remain the property of the Company and under its control. The Investment Manager shall keep and maintain proper books and records wherein shall be recorded in a timely manner the business transacted by it on behalf of, in the name of, or on account of the Company in respect of the Portfolio. The Investment Manager agrees to cooperate fully with any governmental or regulatory authority with authority over the C...ompany in providing access to the books and records referenced in this Section 16. View More
Found in SAFG Retirement Services, Inc. contract
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Books and Records. In compliance with the requirements of Rule 31a-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), the Investment Manager hereby agrees that all records which it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any such records upon the Company's request. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records maintained by it in its capacity as... Investment Manager that are required to be maintained by Rule 31a-1 under the 1940 Act. -12- 18. Titles Not to Affect Interpretation. The titles of sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. View More
Found in FS Energy & Power Fund contract
Books and Records. In compliance with the requirements of Rule 31a-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), the Investment Manager hereby agrees that all records which it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any such records upon the Company's request. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records maintained by it in its capacity as... Investment Manager that are required to be maintained by Rule 31a-1 under the 1940 Act. -12- 18. Titles Not to Affect Interpretation. The titles of sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. View More
Found in FS Investment Corp IV contract
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Books and Records. (a) Availability to Secretary and Others. If required by applicable law, CHSPSC agrees that until the expiration of four (4) years after the furnishing of services under this Agreement, it will make available to the Secretary of the United States Department of Health and Human Services and the United States Comptroller General, and their duly authorized representatives, this Agreement and all books, documents and records necessary to certify the nature and extent of the costs of the goods and se...rvices provided under this Agreement. No attorney-client, accountant-client or other legal privilege shall be deemed to have been waived by the parties by virtue of this provision. (b) Right to Inspect. QHCCS shall have the right, at its expense, during normal business hours and with reasonable advance notice, to review and photocopy CHSPSC's books and records that pertain directly to the fees payable to CHSPSC or the Transition Services provided hereunder. View More
Found in Quorum Health Corporation contract
Books and Records. (a) Availability to Secretary and Others. If required by applicable law, CHSPSC RCSC agrees that until the expiration of four (4) years after the furnishing of services under this Agreement, it will make available to the Secretary of the United States Department of Health and Human Services and the United States Comptroller General, and their duly authorized representatives, this Agreement and all books, documents and records necessary to certify the nature and extent of the costs of the goods a...nd services provided under this Agreement. No attorney-client, accountant-client or other legal privilege shall be deemed to have been waived by the parties by virtue of this provision. (b) Right to Inspect. QHCCS CLIENT shall have the right, at its expense, during normal business hours and with reasonable advance notice, to review and photocopy CHSPSC's RCSC's books and records that pertain directly to the fees payable to CHSPSC RCSC or the Transition Services provided hereunder. View More
Found in Quorum Health Corporation contract
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