Common use of Amicus Records Clause in Contracts

Amicus Records. Amicus will keep, and will require its Affiliates and Sublicensees to keep, for three (3) years from the end of the Quarter to which they pertain, or such longer period as may be required by applicable Law, complete and accurate books of account and records with respect to Net Sales of Products, in sufficient detail to allow amounts payable to GSK hereunder to be determined accurately. GSK will have the right during such three (3) year period to appoint an independent certified public accountant reasonably acceptable to Amicus (the “GSK Auditor”) to inspect those books or records of Amicus for the purpose of determining the applicable amounts payable to GSK pursuant to this Agreement. Upon not less than sixty (60) days’ prior written notice from GSK, Amicus will make such books and records and the books and records of its Affiliates available (including any sales reports received from its Sublicensees selling Products in the Territory) for inspection by such GSK Auditor during regular business hours, at such place or places where such records are customarily kept, for the sole purpose of verifying the amounts payable hereunder. The GSK Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The GSK Auditor will send a copy of the report to Amicus at the same time it is sent to GSK. ******. Notwithstanding the foregoing, in the event that GSK demonstrates sufficient cause, giving due consideration to each of the Parties’ resources, to support the conduct of an additional inspection pursuant hereto within the same calendar year, the Parties shall discuss in good faith whether to require such additional inspection to take place; provided that Amicus may not unreasonably withhold its consent to such an inspection. The GSK Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted hereunder shall be at the expense of GSK; provided, however, that if the designated auditor establishes an underpayment to GSK of ****** or more for any period covered by the inspection between the payments Amicus has made under this Agreement and the payments actually owed to GSK under this Agreement for a period covered by the inspection, then Amicus will bear all reasonable costs and expenses associated with such audit and any amounts underpaid by Amicus that are established shall be paid by Amicus to ****** - Material has been omitted and filed separately with the Commission. GSK, together with interest on such underpaid amounts at the rate set forth in Section 14.12. GSK agrees to treat all information learned in the course of any audit or inspection as Confidential Information of Amicus.

Amicus Records. Amicus will keep, and will require its Affiliates and Sublicensees to keep, for three (3) years from the end of the Quarter to which they pertain, or such longer period as may be required by applicable Law, complete and accurate books of account and records records, including with respect to Development Costs and amounts spent on research and Development undertaken in accordance with this Agreement, as well as with respect to Net Sales of Royalty-Bearing Co-Formulation Products, in sufficient detail to allow amounts payable to GSK hereunder to be determined accurately. GSK will have the right during such three (3) year period to appoint an independent certified public accountant reasonably acceptable to Amicus (the “GSK Auditor”) to inspect those books or records of Amicus for the purpose of determining the applicable amounts payable to GSK pursuant to this Agreement. Upon not less than sixty (60) days’ prior written notice from GSK, Amicus will make such books and records and the books and records of its Affiliates available (including any sales reports received from its Sublicensees selling Royalty-Bearing Co-Formulation Products in the Amicus Territory) for inspection by such GSK Auditor during regular business hours, at such place or places where such records are customarily kept, for the sole purpose of verifying the amounts payable hereunder. The GSK Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The GSK Auditor will send a copy of the report to Amicus at the same time it is sent to ****** - Material has been omitted and filed separately with the Commission. GSK. ******. Notwithstanding the foregoing, in the event that GSK demonstrates sufficient cause, giving due consideration to each of the Parties’ resources, to support the conduct of an additional inspection pursuant hereto to this Section 3.9 within the same calendar year, the Parties shall discuss in good faith whether to require such additional inspection to take place; provided that Amicus may not unreasonably withhold its consent to such an inspection. The GSK Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted hereunder under this Section 3.9 shall be at the expense of GSK; provided, however, that if the designated auditor establishes an underpayment to GSK of ****** or more for any period covered by the inspection between the payments Amicus has made under this Agreement and the payments actually owed to GSK under this Agreement for a period covered by the inspection, then Amicus will bear all reasonable costs and expenses associated with such audit and any amounts underpaid by Amicus that are established shall be paid by Amicus to ****** - Material has been omitted and filed separately with the Commission. GSK, together with interest on such underpaid amounts at the rate set forth in Section 14.1216.12. GSK agrees to treat all information learned in the course of any audit or inspection as Confidential Information of Amicus.

Amicus Records. Amicus will keep, and will require its Affiliates and Sublicensees to keep, for three (3) years from the end of the Quarter to which they pertain, or such longer period as may be required by applicable Law, complete and accurate books of account and records with respect to Net Sales of Products, in sufficient detail to allow amounts payable to GSK hereunder to be determined accurately. GSK will have the right during such three (3) year period to appoint an independent certified public accountant reasonably acceptable to Amicus (the “GSK Auditor”) to inspect those books or records of Amicus for the purpose of determining the applicable amounts payable to GSK pursuant to this Agreement. Upon not less than sixty (60) days’ prior written notice from GSK, Amicus will make such books and records and the books and records of its Affiliates available (including any sales reports received from its Sublicensees selling Products in the Territory) for inspection by such GSK Auditor during regular business hours, at such place or places where such records are customarily kept, for the sole purpose of verifying the amounts payable hereunder. The GSK Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The GSK Auditor will send a copy of the report to Amicus Xxxxxx at the same time it is sent to GSK. [******]. Notwithstanding the foregoing, in the event that GSK demonstrates sufficient cause, giving due consideration to each of the Parties’ resources, to support the conduct of an additional inspection pursuant hereto within the same calendar year, the Parties shall discuss in good faith whether to require such additional inspection to take place; provided that Amicus may not unreasonably withhold its consent to such an inspection. The GSK Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted hereunder shall be at the expense of GSK; provided, however, that if the designated auditor establishes an underpayment to GSK of [****** ] or more for any period covered by the inspection between the payments Amicus has made under this Agreement and the payments actually owed to GSK under this Agreement for a period covered by the inspection, then Amicus will bear all reasonable costs and expenses associated with such audit and any amounts underpaid by Amicus that are established shall be paid by Amicus to ****** - Material has been omitted and filed separately with the Commission. GSK, together with interest on such underpaid amounts at the rate set forth in Section 14.12. GSK agrees to treat all information learned in the course of any audit or inspection as Confidential Information of Amicus.

Amicus Records. Amicus will keep, and will require its any Affiliates and Sublicensees to keep, for three (3) years from the end of the Quarter to which they pertain, or such longer period as may be required by applicable Law, complete and accurate books of account and records of Development Costs and amounts spent on research and Development undertaken in accordance with respect to Net Sales of Products, this Agreement in sufficient detail to allow amounts payable to GSK hereunder the Development Costs to be determined accurately. GSK will have the right during such three (3) year period to appoint an independent certified public accountant reasonably acceptable to Amicus (the “GSK Auditor”) to inspect those books or records of Amicus for the purpose of determining the applicable amounts payable that pertain to GSK pursuant to this AgreementDevelopment Costs. Upon not less than sixty (60) days’ prior written notice from GSK, Amicus will make such books and records and the books and records of its Affiliates available (including any sales reports received from its Sublicensees selling Products in the Territory) for inspection by shall permit such GSK Auditor to inspect those books or records of Amicus that relate to its Development Costs during regular business hours, at such place or places where such records are customarily kept, for the sole purpose of verifying the amounts payable hereunder. The GSK Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The GSK Auditor will send a copy of the report to Amicus at the same time it is sent to GSK. ******. Notwithstanding the foregoing, in the event that GSK demonstrates sufficient cause, giving due consideration to each of the Parties’ resources, to support the conduct of an additional inspection pursuant hereto to this Section 3.10 within the same calendar year, the Parties JSC shall discuss in good faith whether to require such additional inspection to take place; provided that Amicus the JSC may not unreasonably withhold its consent to such an inspection. The GSK Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted hereunder under this Section 3.10 shall be at the expense of GSK; , provided, however, that if the designated auditor establishes an underpayment to overpayment by GSK of in amounts payable exceeding ****** or more for any period covered by of the inspection between the payments Amicus has made under this Agreement and the payments actually owed to GSK under this Agreement amount of Development Costs paid for a period covered by the inspection, then Amicus will bear all reasonable costs and expenses associated with such audit and any amounts underpaid overpaid by Amicus GSK that are established shall be paid by Amicus to ****** - Material has been omitted and filed separately with the Commission. GSKAmicus, together with interest on such underpaid overpaid amounts at the rate set forth in Section 14.1216.12. GSK agrees to treat all information learned in the course of any audit or inspection as Confidential Information of Amicus.

Amicus Records. Amicus will keep, and will require its any Affiliates and Sublicensees to keep, for three (3) years from the end of the Quarter to which they pertain, or such longer period as may be required by applicable Law, complete and accurate books of account and records of Development Costs and amounts spent on research and Development undertaken in accordance with respect to Net Sales of Products, this Agreement in sufficient detail to allow amounts payable to GSK hereunder the Development Costs to be determined accurately. GSK will have the right during such three (3) year period to appoint an independent certified public accountant reasonably acceptable to Amicus (the “GSK Auditor”) to inspect those books or records of Amicus for the purpose of determining the applicable amounts payable that pertain to GSK pursuant to this AgreementDevelopment Costs. Upon not less than sixty (60) days’ prior written notice from GSK, Amicus will make such books and records and the books and records of its Affiliates available (including any sales reports received from its Sublicensees selling Products in the Territory) for inspection by shall permit such GSK Auditor to inspect those books or records of Amicus that relate to its Development Costs during regular business hours, at such place or places where such records are customarily kept, for the sole purpose of verifying the amounts payable hereunder. The GSK Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The GSK Auditor will send a copy of the report to Amicus Xxxxxx at the same time it is sent to GSK. ******. Notwithstanding the foregoing, in the event that GSK demonstrates sufficient cause, giving due consideration to each of the Parties’ resources, to support the conduct of an additional inspection pursuant hereto to this Section 3.10 within the same calendar year, the Parties JSC shall discuss in good faith whether to require such additional inspection to take place; provided that Amicus the JSC may not unreasonably withhold its consent to such an inspection. The GSK Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted hereunder under this Section 3.10 shall be at the expense of GSK; , provided, however, that if the designated auditor establishes an underpayment to overpayment by GSK of in amounts payable exceeding ****** or more for any period covered by of the inspection between the payments Amicus has made under this Agreement and the payments actually owed to GSK under this Agreement amount of Development Costs paid for a period covered by the inspection, then Amicus will bear all reasonable costs and expenses associated with such audit and any amounts underpaid overpaid by Amicus GSK that are established shall be paid by Amicus to ****** - Material has been omitted and filed separately with the Commission. GSKXxxxxx, together with interest on such underpaid overpaid amounts at the rate set forth in Section 14.1216.12. GSK agrees to treat all information learned in the course of any audit or inspection as Confidential Information of Amicus.