Provision Language
ARTICLE 5. OBLIGATIONS OF THE PARTIES
5.1 Reports. Company shall provide to JHU the following written reports according to the following schedules.
(a) Company shall provide calendar-quarterly royalty reports, substantially in the form of Exhibit G and due within [ * ] days of the end of each calendar quarter following the Effective Date of this Agreement beginning after the First Commercial Sale of a Licensed Product or Licensed Service. Royalty Reports shall disclose the amount of Licensed Product(s) and Licensed Service(s) sold, the total Net Sales Revenues and Net Service Revenues of such Licensed Product(s) and Licensed Service(s), and the running royalties due to JHU as a result of Net Sales Revenues and Net Service Revenues by Company, Affiliates and Sublicensee(s) thereof. Payment of any such royalties due shall accompany such Royalty Reports.
(b) Until Company, an Affiliate or a Sublicensee(s) has achieved a First Commercial Sale of a Licensed Product or Licensed Service, or received FDA market approval, Company shall provide semiannual Diligence Reports, due within [ * ] days of the end of every June and December following the Effective Date of this Agreement. These Diligence Reports shall describe Company’s, Affiliate(s)’s or any Sublicensee(s)’s technical efforts towards meeting its obligations under the terms of this Agreement.
(c) Company shall provide Annual Reports within [ * ] days of the end of every December following the Effective Date of this Agreement. Annual Reports shall include:
(i) evidence of insurance as required under Section 10.4, or, a statement of why such insurance is not currently required, and
(ii) identification of all Affiliates which have exercised rights pursuant to Section 2.1, or, a statement that no Affiliate has exercised such rights, and
(iii) notice of all FDA approvals of any Licensed Product(s) or Licensed Service(s) obtained by Company, Affiliate or Sublicensee, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based, and the commercial name of such product or service, or, in the alternative, a statement that no FDA approvals have been obtained.
5.2 Records. Company shall make and retain, for a period of [ * ] years following the period of each report required by Section 5.1, true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of sales and other information required in Section 5.1. Such books and records shall be in accordance with generally accepted accounting principles consistently applied. Company shall permit the inspection and copying of such records, files and books of account by JHU or its agents during regular business hours upon [ * ] business days’ written notice to Company. Such inspection shall not be made more than once each calendar year. All costs of such inspection and copying shall be paid by JHU, provided that if any such inspection shall reveal that an error has been made in an amount equal to [ * ] or more of that owed for any calendar year, such costs shall be borne by Company. As a condition to entering into any such agreement, Company shall include in any agreement with its Affiliates or its Sublicensee(s) which permits such party to make, use, sell or import the Licensed Product(s) or provide Licensed Service(s), a provision requiring such party to retain records of sales of Licensed Product(s) and records of Licensed Service(s) and other information as required in Section 5.1 and permit JHU to inspect such records as required by this Section.