SEC Filings

10-Q
AVEXIS, INC. filed this Form 10-Q on 08/10/2017
Entire Document
 

 

3.7       Reports and Records

3.7.1    Licensee must deliver to Licensor within **** after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including:

(a)       Number of Licensed Products included within Net Sales, listed by country;

(b)       Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received, listed by country;

(c)       Qualifying costs to be excluded from the gross consideration, as described in Section 1.20, listed by category of cost and by country;

(d)       Net Sales of Licensed Products listed by country;

(e)       A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1;

(f)        Royalties owed to Licensor; and

(g)       The computations for any applicable currency conversions.

3.7.2    Licensee shall pay the royalties due under Section 3.4 within **** following the last day of the Calendar Quarter in which the royalties accrue.  Licensee shall send the royalty payments along with the report described in Section 3.7.1.

3.7.3    Within **** after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3.

3.7.4    Within **** after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received and any permitted deductions under Section 3.5.2 listed by category, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5.

3.7.5    All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative.

3.7.6    Licensee shall maintain and require its Affiliates and all Sublicensees to maintain, complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified.  The records must be maintained for **** after the submission of each report under Article 3.  Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with access to all of the relevant books, records, and related background information required to conduct a review or audit of the royalties, fees, and payments payable to Licensor under this Agreement to be verified.  Access will be made available:  (a) during normal business hours; (b) in a manner reasonably designed to facilitate the

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*  * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS.


 


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