Provision Language
2. The Pilot Project / Proof-of-Concept
2.1 Performance of the Project
(a) The Parties each agree to organize and perform the Project in accordance with the terms of this Agreement (including the Project Plan), the Global Access Plan, the Charitable Objectives, and all other applicable terms of reference and documents referred to herein.
(b) The Parties shall take all reasonably necessary measures to perform and fulfill, promptly and in due time, all their obligations in respect of the Project (including the performance of activities and delivery of deliverables) so that the Project is carried out in accordance with Section 2.1(a). In doing so and without prejudice to the generality of the foregoing, each Party shall in undertaking their respective obligations under the Project:
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(v) notify each other promptly and without unreasonable delay in the performance of the Project of any relevant factors or events that may materially impact or affect the Project or its progress;
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(ix) keep each other reasonably well informed of its activities and progress in respect of the Project and all material information related thereto from time to time and promptly and without unreasonable delay following any request.
3. Product Development
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3.3 Reports. Bayer shall maintain records of all Development activities and all results of any trials, studies and other investigations conducted by or on behalf of Bayer under this Agreement. At least twice a year, but, in any event, not less frequently than required to comply with FNIH requirements, Bayer shall provide SentiSearch written reports summarizing the Development status, including, but not limited to, the identification of Collaboration Compounds. In addition, Bayer shall respond informally and reasonably promptly upon SentiSearch’s reasonable written request from time to time.
5. Payments
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5.4 Reports on Payments. After the first commercial sale of a Product on which payments are to be made by Bayer hereunder, Bayer shall make yearly written reports to SentiSearch within ninety (90) days after the end of each calendar year, stating in each such report, separately for Bayer and each of its Affiliates and sublicensees, the number, description, and aggregate Net Sales, by country, of each Product sold during the calendar year upon which a payment is to be made under Section 5.3 above. Subject to any reductions permitted pursuant to the express terms of this Agreement, concurrently with the making of such reports, Bayer shall deliver such payment to SentiSearch.
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5.6 Records; Inspection.
(a) Bayer and Bayer Affiliates and sublicensees shall keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept at the principal place of business of Bayer, as the case may be, for at least three (3) years following the end of the calendar year to which they pertain,
(b) Such records will be open for inspection during such three (3) year period by a public accounting firm to whom Bayer has no reasonable objection, solely for the purpose of verifying payment statements hereunder. Such inspections may be made not more than once each calendar year, at reasonable times and on reasonable prior written notice. Inspections conducted under this Section 5.6 shall be at the expense of SentiSearch, unless a variation or error producing an increase exceeding five percent (5%) of the amount stated for any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period and the full amount of any unpaid amounts that are so discovered will be paid promptly by Bayer.
(c) All information concerning payments and reports, and all information learned by SentiSearch in the course of any audit or inspection shall be subject to the confidentiality provisions set forth in Section 13.2. The public accounting firm employees shall sign customary confidentiality agreement as a condition precedent to their inspection and shall report to SentiSearch only that information which would be contained in a properly prepared payment report by Bayer.
6. Inventions and Patents
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6.2 Disclosure of Patentable Inventions. Each Party shall maintain records in sufficient detail and in good scientific manner to properly reflect work done and results achieved in conducting its activities hereunder. Each Party shall keep the other Party reasonably informed and shall respond to all reasonable requests of the other Party for information regarding any inventions, invented in connection with this Agreement, in which the other Party may have an interest. Each Party shall promptly execute all documents and take all such other actions as may be reasonably requested by the other Party with respect to such other Party’s interests and shall make available to the other Party all relevant data and information, as well as samples of materials, to enable the other Party to prosecute and maintain Patents on its inventions invented in connection with this Agreement. The Party receiving such data and information shall reimburse the disclosing Party for any reasonable out-of-pocket expenses incurred in connection therewith, which costs shall be agreed upon by the Parties in writing in advance.