Common use of Audit by BCM Clause in Contracts

Audit by BCM. During the Term of this Agreement as defined below and for a period of […***…] thereafter, and upon no less than thirty (30) days’ advance written notice, LICENSEE will permit a certified public accountant engaged by BCM and reasonable acceptable to LICENSEE, provided such acceptance shall not be unreasonably delayed, denied, or conditioned, to inspect the financial books and records of LICENSEE to confirm the accuracy of any royalty reports delivered to BCM pursuant to Section 5.3. LICENSEE agrees to provide such BCM accountant reasonable access during ordinary working hours to permit inspection of LICENSEE’s financial books, records, systems and processes, and shall reasonably cooperate with BCM’s accountant in support of his/her inspection activities. If BCM’s accountant reasonably determines, after any such inspection of LICENSEE’s financial books, records, systems and processes, that the books and records of any sublicensee should be inspected, BCM may request in writing that LICENSEE conduct such inspection of LICENSEE’s sublicensee, and LICENSEE shall conduct such inspection within sixty (60) days after LICENSEE receives such written request of BCM, and shall report the results of such inspection to BCM’s accountant. BCM’s accountant will enter into an appropriate confidentiality agreement with LICENSEE that is satisfactory to LICENSEE. The accountant shall provide a copy of his/her inspection report to BCM and to LICENSEE. The accountant shall not disclose to BCM any information relating to the business of LICENSEE or its sublicensees except that which is necessary to inform BCM of: (i) the accuracy or inaccuracy of LICENSEE’s royalty reports and payments under this Agreement; (ii) information concerning any payments owed by LICENSEE for any period, in the case of failure of LICENSEE to report or make payment pursuant to this Agreement; and (iii) the extent of any such inaccuracy or payments owed.

Audit by BCM. During the Term of this Agreement as defined below and for a period of […***…] two (2) years thereafter, and upon no less than thirty (30) days’ advance written notice, LICENSEE will permit a certified public accountant engaged by BCM and reasonable acceptable to LICENSEE, provided such acceptance or its representatives shall not be unreasonably delayed, denied, or conditioned, have the right to inspect the financial books and records of LICENSEE to confirm in conjunction with the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of any royalty reports delivered which are directly related to BCM pursuant to Section 5.3the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to provide such representatives of BCM accountant reasonable access during ordinary working hours to permit inspection of LICENSEE’s financial books, records, systems and processes, and shall reasonably cooperate fully with BCM’s accountant representatives in support of his/her their inspection activities. If BCM’s accountant reasonably determines, after any such inspection of and audit activities during LICENSEE’s financial books, records, systems and processes, that the books and records of any sublicensee should be inspectednormal business hours. Prior to commencing an audit, BCM may request in writing that LICENSEE conduct such inspection of LICENSEE’s sublicensee, and LICENSEE shall conduct such inspection within sixty (60) days after LICENSEE receives such written request of BCM, and shall report require the results of such inspection to BCM’s accountant. BCM’s accountant will representatives performing the audit enter into an appropriate confidentiality agreement with LICENSEE agreement, obligating the representatives to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that is satisfactory to are not less restrictive than the obligations set forth in Section 17. In respect for each audit of LICENSEE. The accountant shall provide a copy of his/her inspection report to BCM ’s books and to LICENSEE. The accountant shall not disclose to BCM any information relating to the business of LICENSEE or its sublicensees except that which is necessary to inform BCM ofrecords: (i) the accuracy or inaccuracy of LICENSEE’s royalty reports and payments under this Agreement; LICENSEE may be audited only once per year, (ii) information concerning any payments owed by LICENSEE no records for any periodgiven year for LICENSEE may be audited more than once; provided that the LICENSEE’s records shall still be made available if such records impact another financial year which is being audited, in the case of failure of LICENSEE to report or make payment pursuant to this Agreement; and (iii) BCM shall only be entitled to audit books and records of LICENSEE from the extent five (5) calendar years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, BCM must provide LICENSEE with written notice of any one or more proposed dates of the audit not less than thirty (30) days prior to the first proposed date. LICENSEE will reasonably accommodate the scheduling of such inaccuracy or payments owedaudit and the Parties shall mutually agree on the audit date. LICENSEE shall provide BCM with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit.

Audit by BCM. During the Term of this Agreement as defined below and for a period of […***…] thereafter, and upon no less than thirty (30) days’ advance written notice, LICENSEE will permit a certified public accountant engaged by BCM and reasonable acceptable to LICENSEE, provided such acceptance or its representatives shall not be unreasonably delayed, denied, or conditioned, have the right to inspect the financial books and records of LICENSEE to confirm in conjunction with the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of any royalty reports delivered which are directly related to BCM pursuant to Section 5.3the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to provide such representatives of BCM accountant reasonable access during ordinary working hours to permit inspection of LICENSEE’s financial books, records, systems and processes, and shall reasonably cooperate fully with BCM’s accountant representatives in support of his/her their inspection activities. If BCM’s accountant reasonably determines, after any such inspection of and audit activities during LICENSEE’s financial books, records, systems and processes, that the books and records of any sublicensee should be inspectednormal business hours. Prior to commencing an audit, BCM may request in writing that LICENSEE conduct such inspection of LICENSEE’s sublicensee, and LICENSEE shall conduct such inspection within sixty (60) days after LICENSEE receives such written request of BCM, and shall report require the results of such inspection to BCM’s accountant. BCM’s accountant will representatives performing the audit enter into an appropriate confidentiality agreement with LICENSEE agreement, obligating the representatives to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that is satisfactory to are not less restrictive than the obligations set forth in Section 17. In respect for each audit of LICENSEE. The accountant shall provide a copy of his/her inspection report to BCM ’s books and to LICENSEE. The accountant shall not disclose to BCM any information relating to the business of LICENSEE or its sublicensees except that which is necessary to inform BCM ofrecords: (i) the accuracy or inaccuracy of LICENSEE’s royalty reports and payments under this Agreement; LICENSEE may be audited only [***] per year, (ii) information concerning any payments owed by LICENSEE no records for any periodgiven year for LICENSEE may be audited more than [***]; provided that the LICENSEE’s records shall still be made available if such records impact another financial year which is being audited, in the case of failure of LICENSEE to report or make payment pursuant to this Agreement; and (iii) BCM shall only be entitled to audit books and records of LICENSEE from the extent [***] years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, BCM must provide LICENSEE with written notice of any one or more proposed dates of the audit not less than [***] prior to the first proposed date. LICENSEE will reasonably accommodate the scheduling of such inaccuracy or payments owedaudit and the Parties shall mutually agree on the audit date. LICENSEE shall provide BCM with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit.

Audit by BCM. During the Term of this Agreement as defined below and for a period of […***…] thereafter, and upon no less than thirty (30) days’ advance written notice, LICENSEE will permit a certified public accountant engaged by BCM and reasonable acceptable to LICENSEE, provided such acceptance or its representatives shall not be unreasonably delayed, denied, or conditioned, have the right to inspect the financial books and records of LICENSEE to confirm in conjunction with the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of any royalty reports delivered which are directly related to BCM pursuant to Section 5.3the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to provide such representatives of BCM accountant reasonable access during ordinary working hours to permit inspection of LICENSEE’s financial books, records, systems and processes, and shall reasonably cooperate fully with BCM’s accountant representatives in support of his/her their inspection activities. If BCM’s accountant reasonably determines, after any such inspection of and audit activities during LICENSEE’s financial books, records, systems and processes, that the books and records of any sublicensee should be inspectednormal business hours. Prior to commencing an audit, BCM may request in writing that LICENSEE conduct such inspection of LICENSEE’s sublicensee, and LICENSEE shall conduct such inspection within sixty (60) days after LICENSEE receives such written request of BCM, and shall report require the results of such inspection to BCM’s accountant. BCM’s accountant will representatives performing the audit enter into an appropriate confidentiality agreement with LICENSEE agreement, obligating the representatives to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that is satisfactory to are not less restrictive than the obligations set forth in Section 17. In respect for each audit of LICENSEE. The accountant shall provide a copy of his/her inspection report to BCM 's books and to LICENSEE. The accountant shall not disclose to BCM any information relating to the business of LICENSEE or its sublicensees except that which is necessary to inform BCM ofrecords: (i) the accuracy or inaccuracy of LICENSEE’s royalty reports and payments under this Agreement; LICENSEE may be audited only [***], (ii) information concerning any payments owed by LICENSEE no records for any periodgiven year for LICENSEE may be audited more than [***]; provided that the LICENSEE's records shall still be made available if such records impact another financial year which is being audited, in the case of failure of LICENSEE to report or make payment pursuant to this Agreement; and (iii) BCM shall only be entitled to audit books and records of LICENSEE from the extent [***] prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, BCM must provide LICENSEE with written notice of any one or more proposed dates of the audit not less than [***] prior to the first proposed date. LICENSEE will reasonably accommodate the scheduling of such inaccuracy or payments owedaudit and the Parties shall mutually agree on the audit date. LICENSEE shall provide BCM with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit.