Substantially contemporaneously with the signing of this Agreement, Grantor shall deliver to Grantee all relevant documents which are necessary for the use of the Property. Grantor shall indemnify and hold Grantee harmless from all losses, claims, damages, and expenses resulting from the breach of its representations and warranties.
Grantee shall, for a period described above from the effective date of this Agreement, maintain the Property in confidence, exercising the same degree of care Grantee exercises with respect to Grantee's own proprietary information. In the event Grantee becomes aware of any act or event which has or may have the effect of compromising the confidentiality with regard to the Property, such as a Court Order requiring Grantee to produce documentation with regard to the Property, Grantee shall promptly notify Grantor thereof and consult with Grantor with respect to the manner in which such compromise can be mitigated.
Royalty payments shall change over the life of this Agreement in the following manner:. The Grantee shall keep an accurate account of the revenue generated by using the Property under the scope of the right granted hereunder and shall render a statement in writing to Grantor within 30 days after the end of each calendar month during the term of this Agreement, and shall, concurrently with the rendering of such statement, pay to Grantor the amount of the Royalties accrued during this time period.
The following manners of payment shall be accepted under this Agreement:. Grantor shall have the right, not more often than once in any calendar year, to have an independent certified public accountant acceptable to Grantee examine the books of Grantee to verify the Royalty statements and Royalties due to Grantor pursuant to this Agreement.
The cost of such examination by Grantor of the Grantee's books shall be borne by Grantor, unless such examination determines that Grantee has underpaid the Royalties due hereunder, in which event, Grantee shall pay the cost of such examination. If Grantee fails to render statements or make payments of Royalties as herein provided, Grantor may, upon 30 days' written notice to Grantee, terminate this Agreement and the rights and licenses granted hereunder.
If such default is not cured within such 30 days, this Agreement shall thereafter terminate upon the date set in such notice without prejudice, however, to the Royalties due to Grantor hereunder. Any termination by Grantor hereunder shall be without prejudice to the Royalties due to Grantor hereunder.
In addition to the above situations, the occurrence of any of the following shall constitute a material default under the terms of this Agreement:. The subjection of either Party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or governmental agency. At least once annually , or more often at Licensor's request , Licensee will also deliver to Licensor a certification from its external auditors that the statement which it accompanies is in accordance with the requirements of this Article 5.
Receipt or acceptance by Licensor of any statement furnished , or of any sums paid by Licensee, shall not preclude Licensor from questioning their correctness at any time ; provided , however, that reports submitted by Licensee shall be binding and conclusive on Licensee in the event of any termination based on a breach by Licensee arising out of any payment or report.
Celldex shall deliver to Medarex within forty-five 45 days after the end of each Calendar Quarter in which Royalty - Bearing Products , for which Celldex owes a royalty hereunder, are sold , a detailed statement showing a Net Sales of each such Royalty-Bearing Product on a country -by-country basis during the applicable Calendar Quarter, and b the amount and calculation of royalties due on such Net Sales.
Due on the same day as the NSR payment , Lessee shall provide Lessor with a Royalty Statement which details the amount of ores , minerals , or other products sold or processed and a detailed compilation of the payment due.
Lessor may require an independent audit by a CPA or accounting firm that is acceptable to both parties of the Royalty Statement and all records related to concentrate or product sales.
FirstName] [Client. FirstName] [Sender. LastName] [Sender. Whereas, the Grantor owns and holds the rights to grant interest in [Property. The Grantor, upon entering into this agreement, will grant the Grantee rights to the Property for use both in the United States and abroad for a period of [Agreement. Years] years. The Grantor hereby represents they are the owner of the property listed and have all the needed rights to enter into this royalty agreement as well as grant the appropriate licenses to the Grantee.
Upon signing this royalty agreement, the Grantor agrees to deliver any and all needed documents for the property to the Grantee for the term agreed. In the instance of a breach of this agreement, the Grantor agrees to hold the Grantee harmless of any loss, damages, or injuries that may incur. The Grantee agrees that, during the term of this agreement, all property included will be held in confidence and with the same regard as the Grantee would hold personal proprietary information.
The Grantee has offered to pay the following royalties for the permission and use of the listed properties:. You must be logged in to post a comment.
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