Attestation of Records Relating to Royalties Sample Clauses

Attestation of Records Relating to Royalties. SENOMYX, with reasonable written notice to PEPSICO, and no more than [***] per calendar year, will have the right to cause a nationally recognized independent, certified public accountant [***] to review such records relating to the royalty payments at the place or places of business where such records are customarily kept by PEPSICO, its Affiliates and sublicensees in order to provide an attestation, based upon accounting procedures [***] (the “Attestation”), of the accuracy of the reports of royalty payments. Such accountant must execute a confidentiality agreement prior to entering the applicable premises, obligating such accountant to keep all information disclosed to it confidential and will only be permitted to disclose to SENOMYX whether there was any discrepancy between royalty payments made by PEPSICO (or its Affiliates or sublicensees) under this Agreement and the actual royalty required to be so paid and, if so, the extent of the discrepancy and any information necessary to explain the cause of the discrepancy. SENOMYX will bear the full cost of such Attestation unless such Attestation discloses an underpayment of more than [***] from the amount of the royalties due under this Agreement, in which event, PEPSICO will bear the full cost of such Attestation. Upon conclusion of such Attestation, any underpayment shall be promptly paid by PEPSICO and any overpayment made by PEPSICO will be promptly refunded to PEPSICO. PEPSICO will, and will cause its Affiliates and sublicensees to, cooperate with the Attestation under this Section 8.11.2 including, without limitation, promptly and at their own expense providing additional supporting information and records in the event that the nationally recognized independent certified public accountant performing such Attestation requests such information or records. Such additional information and records shall relate to royalties payable for Products sold by PEPSICO, its Affiliates or permitted sublicensees. In the case of the sublicense to Ingredient Suppliers pursuant to Section 9.6, SENOMYX may obtain the information described herein directly from sublicensee or request that PEPSICO promptly obtain such information from such sublicensee. SENOMYX agrees not to disclose Confidential Information concerning royalty payments reports, and all other information learned in the course of an Attestation, except to the extent necessary for SENOMYX to enforce its rights under this Agreement or if disclosure is permitted...
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Related to Attestation of Records Relating to Royalties

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