IN THE TERRITORY.
E.
KYOSEI SHALL MARKET AND DISTRIBUTE
LICENSED PRODUCT(S) ON THEIR OWN MERIT AND NOT IN A MANNER INTENDED TO PROMOTE
OTHER PRODUCTS OR SERVICES.
7.
REPORTS AND RECORDS.
A.
IMCOR AND KYOSEI WILL NOMINATE A PROJECT
TEAM CONSISTING OF 2 MEMBERS OF SENIOR MANAGEMENT FROM EACH PARTY TO OVERSEE THE
PROGRESS OF THE DEVELOPMENT AND MARKETING PLANS. THE TEAM WILL MEET AT LEAST
TWICE A YEAR TO REVIEW PROGRESS AND REPORT TO EACH OF THEIR RESPECTIVE
MANAGEMENT BOARDS.
B.
KYOSEI SHALL DELIVER TO IMCOR WITHIN 30
DAYS AFTER THE END OF EACH CALENDAR QUARTER A REPORT, CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OF KYOSEI SETTING FORTH IN REASONABLE DETAIL THE CALCULATION
OF THE ROYALTIES DUE TO IMCOR FOR SUCH CALENDAR QUARTER.
C.
ROYALTIES PAYABLE UNDER
SECTIONS [3.B(IV)] HEREOF SHALL BE PAID WITHIN 30 DAYS FOLLOWING THE LAST DAY OF
THE CALENDAR QUARTER IN WHICH THE ROYALTIES ACCRUE.
D.
KYOSEI SHALL MAINTAIN AND CAUSE ITS
SUBLICENSEES TO MAINTAIN, COMPLETE AND ACCURATE BOOKS AND RECORDS, WHICH ENABLE
THE ROYALTIES PAYABLE HEREUNDER TO BE VERIFIED.
THE RECORDS FOR EACH CALENDAR
QUARTER SHALL BE MAINTAINED FOR THREE YEARS AFTER THE SUBMISSION OF EACH REPORT
UNDER SECTION [3] HEREOF.
UPON REASONABLE PRIOR NOTICE TO KYOSEI, IMCOR AND ITS
ACCOUNTANTS SHALL HAVE ACCESS TO ALL BOOKS AND RECORDS RELATING TO THE SALES OF
LICENSED PRODUCT(S) BY KYOSEI AND ITS SUBLICENSEES TO CONDUCT A REVIEW OR AUDIT
THEREOF.
SUCH ACCESS SHALL BE AVAILABLE NOT MORE THAN ONCE EACH CALENDAR YEAR,
DURING NORMAL BUSINESS HOURS, AND FOR EACH OF THREE YEARS AFTER THE EXPIRATION
OR TERMINATION OF THIS AGREEMENT.
7
8.
CURRENCY, PLACE OF PAYMENT.
ALL DOLLAR
AMOUNTS REFERRED TO IN THIS AGREEMENT ARE EXPRESSED IN UNITED STATES DOLLARS.
ALL PAYMENTS TO IMCOR UNDER THIS AGREEMENT SHALL BE MADE IN UNITED STATES
DOLLARS BY WIRE TRANSFER TO A FINANCIAL INSTITUTION AND ACCOUNT DESIGNATED BY
IMCOR.
ALL COMPUTATIONS FOR PURPOSES OF DETERMINING NET SALES SHALL BE
CONVERTED INTO UNITED STATES DOLLARS AT THE CONVERSION RATE FOR THE FOREIGN
CURRENCY AS PUBLISHED IN THE EASTERN EDITION OF THE WALL STREET JOURNAL AS OF
THE LAST BUSINESS DAY OF THE APPLICABLE CALENDAR QUARTER.
PAYMENTS ARE DUE
IMCOR IN FULL WITHIN 30 DAYS, EXCEPT FOR THE INITIAL LICENSE FEE PAYMENT, WHICH
IS DUE UPON SIGNING OF THIS AGREEMENT.
9.
TRADEMARKS.
IMCOR GRANTS AN EXCLUSIVE
ROYALTY-FREE LICENSE FOR THE USE OF IMCOR'S REGISTERED TRADEMARK, IMAGENT
THROUGHOUT THE TERRITORY.
IMAGENT OR LICENSED PRODUCT(S) CANNOT BE ALTERED
EXCEPT AS PROVIDED TO TRANSLATE IN JAPANESE.
IF REQUESTED IN WRITING BY IMCOR,
ALL PROMOTIONAL MATERIALS, LICENSED PRODUCT(S), AND PRODUCT PACKAGING WILL
INCLUDE (IN EASILY READABLE, NON-OBSCURED TYPE THAT IS OF REASONABLE SIZE IN
LIGHT OF THE OTHER NAMES AND NOTICES) THE MARK "IMAGENT," A LEGEND THAT IMCOR
OWNS SUCH MARK AND ANY REASONABLE PATENT, PATENT APPLICATION OR OTHER
PROPRIETARY MARKINGS AND NOTICES OF IMCOR.
USE OF SUCH MARK AND RELATED
GOODWILL WILL INURE TO IMCOR'S BENEFIT.
IMCOR WILL HAVE THE RIGHT OF PRIOR
APPROVAL WITH RESPECT TO ANY PROMOTIONAL MATERIALS, PACKAGING OR STATEMENTS