Audits by Ipsen Sample Clauses

Audits by Ipsen. During the Term, and for a period of [**] thereafter, Lexicon shall keep, and shall require its Affiliates and sublicensees to keep, complete and accurate records of the latest [**] of (i) any costs of clinical trials incurred by Lexicon as described in Section 8.5 and Manufacturing Costs incurred in the conduct of the clinical, development and manufacturing activities hereunder, (ii) any internal costs of Lexicon personnel at the FTE Rate and out-of-pocket costs and expenses incurred by Lexicon in the conduct of research, development and regulatory activities under the Development Plan or Commercialization Plan for which Lexicon otherwise invoices Ipsen hereunder, and (iii) any records of time-keeping logs sufficient to justify the work-time spent by each FTE of Lexicon. For the sole purpose of verifying amounts payable by Ipsen hereunder, Ipsen shall have the right [**] at Xxxxx’x expense to retain an independent certified public accountant selected by Ipsen and reasonably acceptable to Lexicon, to review such records for a period covering not more than the preceding [**] in the location(s) where such records are maintained by Lexicon, its Affiliates or its sublicensees upon reasonable notice and during regular business hours and under obligations of confidence. Such independent certified public accountant may be required by Lexicon to enter into a confidentiality agreement and in no event shall such accountant disclose to Ipsen any information other than such as relates to the accuracy of reports and payments made or due hereunder. Results of such review shall be made available to both Lexicon and Ipsen. If the review reflects an overpayment of any such amounts by Ipsen, the amount of such overpayment shall be refunded to Ipsen within [**] after such review. If the overpayment is equal to or greater than [**] percent ([**]%) of the amount that was otherwise due, Lexicon shall pay all of the reasonable out of pocket expenses of such review.
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Related to Audits by Ipsen

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