under subsection (b) of the definition of Licensed Product (if applicable). In no event shall a royalty ever be paid at the same time under both Sections 4.3.1 and 4.3.2.
4.3.3 If Licensee challenges any patent of the Licensed Patents and is unsuccessful, then, in addition to all other rights and remedies available to Children’s, Licensee agrees that the royalty rates set forth above shall be **** for the remainder of the Term.
Net Sales shall accrue with the first of invoice, use or delivery of Licensed Product as part of the first commercial sale of such Licensed Product.
4.4 Royalty Reduction. Upon expiration of the last Licensed Patents covering a particular Licensed Product in a particular country, the royalty rate payable hereunder with respect to such Licensed Product will be reduced by **** for the remainder of the Royalty Term, which royalty payment will expire after Market Exclusivity.
4.5 Sublicensing Payments. Licensee shall pay to Children’s **** of all remuneration received by Licensee for each sublicense of the rights to the Licensed Technology granted hereunder, including ****, but excluding ****. Sublicensing payments shall be made to Children’s by or on ****. Sublicensing payments expressly exclude ****. In no event will this Section 4.5 apply to any Change of Control of Licensee or its Affiliate or sublicensee or otherwise be deemed to trigger an obligation for Licensee or its Affiliate or sublicensee to pay any amount to Children’s under this Section 4.5.
4.6 Royalty Payment and Report. Within **** after the end of each Royalty Period, Licensee shall provide to Children’s a written report, due even if there are no Net Sales, detailing Licensee’s and each sublicensee’s sales and development activities during the Royalty Period. Each report shall: (a) be substantially in the form attached as Exhibit E; (b) be certified as accurate and complete by an authorized official of Licensee; and (c) set forth a full accounting of any amounts due, including the description and number of Licensed Products manufactured, used, transferred and/or otherwise disposed of, the calculation of Net Sales of such Licensed Products on a country-by-country basis, including an itemized listing of any allowable deductions or credits, if any, under this Agreement, the total royalty payment and remuneration due during such Royalty Period, any amounts due for milestones, exchange rates used and the method of calculation of amounts due Children’s for such Royalty Period, including any sublicensing payments and royalties received and payable. Concurrent with the making of each such report, Licensee shall include payment due. If no payment is due for the Royalty Period, Licensee shall so state.
4.7 Accounting. Licensee shall keep and maintain and shall require all of its sublicensees to keep and maintain complete, accurate, and continuous records for a period of ****, which show the manufacture, transfer, use, and other disposition of Licensed Products. Such records shall include general ledger records showing cash receipts and expenses, and records which include production records, customers, and related information, in sufficient detail to determine the amounts payable hereunder. Licensee shall permit Children’s and/or its representatives reasonable access annually during and within ****, to audit during ordinary business hours, such records as may be necessary to verify or determine royalties or other payments paid or payable under this Agreement. Licensee shall pay Children’s unpaid amounts due hereunder, plus interest as set forth in Section 4.9 within **** after receiving a written audit report. Children’s shall pay the cost and expense of the audit unless the results of the audit reveal an under-reporting or an underpayment due Children’s of **** or more, in which case Licensee shall reimburse Children’s for the costs and expenses of the audit within **** receipt of invoice.
4.8 Annual Certifications. For so long as Licensee remains a publicly traded company, Licensee shall provide Children’s with annual certifications regarding Licensee’s compliance with the