Provision Language
ARTICLE 4. PRODUCT DEVELOPMENT
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4.4. Records. Each Party shall maintain complete, current and accurate records of all work conducted by it under the Research and Development Plan, and all data and other Information resulting from such work. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory purposes. Each Party shall have the right to review all records maintained by the other Party or its Affiliates or sublicensees at reasonable times, upon the reviewing Party’s written request.
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4.6. Annual Report. Within forty-five days after the end of each Calendar Year, SIIL shall furnish Visterra with a written report on the progress of its efforts during the immediately preceding Calendar Year to Develop the Product in the Licensed Territory. The report shall also contain a discussion of intended efforts for the Calendar Year in which the report is submitted.
ARTICLE 6. COMMERCIALIZATION
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6.4. Reporting.
(a) First Commercial Sale. SIIL shall report to Visterra the date of First Commercial Sale of a Product within [**] days of occurrence in each country in the Licensed Territory.
(b) Quarterly Reports. Within thirty (30) days after the end of each Calendar Quarter following the First Commercial Sale of the Product in the Licensed Territory, SIIL shall present a written report to Visterra summarizing SIIL’s Commercialization activities with respect to the Product in the Licensed Territory (including any GAVI-Eligible Countries in the Licensed Territory) pursuant to this Agreement, which content of such reports shall include, at a minimum, all information required under the MIT Agreement, applicable grant funding documentation, the Commercialization Plan and as otherwise reasonably required by Visterra to facilitate Visterra’s reporting obligations to upstream licensors.
ARTICLE 8. FINANCIAL PROVISIONS
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8.3. Royalties.
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(e) Royalty Payments and Reports. Within thirty (30) days after the end of each Calendar Quarter, SIIL shall deliver to Visterra a report containing the following information for the just-ended Calendar Quarter: (i) the number of Products sold or distributed by SIIL or its Affiliates to independent Third Parties in each country; (ii) the gross sales associated with each Product sold by SIIL or its Affiliates; (iii) a calculation of Net Sales of Products that are sold by SIIL or its Affiliates in each country, including a listing of applicable deductions; and (iv) a calculation of payments due to Visterra in Dollars with respect to sales of Products during the relevant Calendar Quarter, together with the exchange rates used for conversion, the current Product price lists as well as any projected price adjustments for Products during the subsequent Calendar Quarter. Simultaneously with the delivery of such report, SIIL shall remit to Visterra any payment due for the applicable Calendar Quarter. If no royalties are due to Visterra for such reporting period, the report shall so state.
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8.6. Records; Audits. SIIL shall maintain complete and accurate records in sufficient detail to permit Visterra to confirm the accuracy of the calculation of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [**] years from the end of the Calendar Year to which they pertain for examination at the expense of Visterra, and not more often than [**], by an independent certified public accountant selected by Visterra and reasonably acceptable to SIIL for the sole purpose of verifying the accuracy of the financial reports furnished by SIIL pursuant to this Agreement. Any such auditor shall not disclose to Visterra SIIL’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by SIIL or the amount of payments due by SIIL under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days from the receipt by SIIL of the accountant’s report, plus interest (as set forth in Section 8.5) from the original due date. Visterra shall bear the full cost of such audit unless such audit discloses an underpayment by SIIL of more than [**] percent ([**]%) of the amount due, in which case SIIL shall bear the full cost of such audit. SIIL shall promptly remit to Visterra any amounts shown to be owing pursuant to any audit under this Section 8.6.
ARTICLE 9. INTELLECTUAL PROPERTY
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9.2. Disclosure of Inventions. Each Party shall promptly disclose to the other Party any invention disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing inventions that are either Sole Inventions or Joint Inventions. Further, each Party shall promptly disclose to the other Party all Information relating to JointInventions to the extent necessary for the preparation, filing and maintenance of any Joint Patent with respect to such Joint Invention. Each Party shall ensure that its and its Affiliates’ employees, officers, and consultants engaged in the Development or Commercialization of the Product have executed agreements or have existing obligations under applicable Law requiring assignment to such Party or its Affiliate, as applicable, of all inventions made during the course of and as the result of their association with such Party/Affiliate and obligating the individual to maintain as confidential such Party’s Confidential Information as well as confidential information of other parties (including the other Party and its Affiliates) which such individual may receive, to the extent required to support such Party’s obligations under this Agreement.