7. Payment, Invoicing and Terms
7.1 SIIPL Royalty Payment. SIIPL shall pay Novavax with respect to SIIPL’s sale of Product a royalty in an amount equal to percent (50%) of the Revenue on a Calendar Quarter bases (the “SIIPL Royalty Payment”). All payments under this Agreement shall be made in United States Dollars. Payments pertaining to SIIPL Royalty Payment, as applicable, shall be fully paid [***] on the basis of the applicable sales of Product recognized under US GAAP for the prior Calendar Quarter.
7.2 Vaccine Component Payment [amended]. The payments pertaining to Adjuvant Price to be paid by SIIPL to Novavax or its designee will be initiated [***] and will thereafter be due and payable upon receipt of the applicable invoice from Novavax (the “Vaccine Component Payment”).
8. Records and Reports of Books of Accounts
8.1 Records; Reports. During the term of this Agreement and for a minimum period of [***] thereafter, SIIPL shall keep detailed, accurate and up to date records and books of account [***], showing [***] such during the previous [***]. SIIPL shall ensure that such record and books of accounts are sufficient to ascertain the [***] with respect to the Product supplied in each country under this Agreement.
8.2 Quarterly Reports. As agreed in this Agreement, SIIPL shall furnish a certificate from its Certified Auditors for the calculation of SIIPL Royalty Payment and Vaccine Component Payment as per ARTICLE 7 for every Calendar Quarter (the “Quarterly Certificates”) within [***] of end of each such quarter. As used herein, “Certified Auditors” means an auditor firm duly licensed to practice as an auditor and whose lead individual responsible for quarterly audits will have [***] and who is responsible and liable under Applicable Law.
8.3 Royalty Certifications.
a. As agreed in this Agreement, SIIPL shall furnish Quarterly Certificates from their Certified Auditors for the calculation of SIIPL Royalty Payment and Vaccine Component Payment. SIIPL shall pay any underpayment reflected in a Quarterly Certificate within [***] of the applicable Calendar Quarter, and may credit any overpayment based on the results disclosed by such Quarterly Certificates against future SIIPL Royalty Payment or Vaccine Component Payment due Novavax.
b. The Parties agree to conduct [***] reconciliation of the payments made in accordance with Section 8.3 a. Within [***], SIIPL shall furnish Novavax with an certificate issued by [***] certifying the total amount of the SIIPL Royalty Payment accrued in such preceding calendar year (the “[***] Recalculation Certificate”). Along with the delivery of an [***] Recalculation Certificate, SIIPL shall pay any underpayment reflected in such [***] Recalculation Certificate, and may credit any overpayment against future SIIPL Royalty Payment or Vaccine Component Payment due Novavax.
c. Any disputes with respect to any amount due under this Section 8.3 may be referred by either Party for dispute resolution in accordance with Section 14.5 (Negotiation; Resolution).