Audits by Lexicon Sample Clauses

Audits by Lexicon. During the Term, and for a period of [**] thereafter, Ipsen 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 Ipsen as described in Section 8.5, (ii) Net Sales of Licensed Products to which royalties or sales milestones attach hereunder and all deductions from gross sales used in calculating Net Sales, and (iii) records of time-keeping logs sufficient to justify the work-time spent by each FTE of Ipsen. For the sole purpose of verifying amounts payable to Lexicon hereunder, Lexicon shall have the right [**] at Lexicon’s expense to retain an independent certified public accountant selected by Lexicon and reasonably acceptable to Ipsen, to review such records for a period covering not more than the preceding Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**] in the location(s) where such records are maintained by Ipsen, 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 Ipsen to enter into a confidentiality agreement and in no event shall such accountant disclose to Lexicon 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 underpayment of any amounts payable to Lexicon, such underpayment shall be remitted to Lexicon, within [**] after the notification of the results by Lexicon to Ipsen, together with interest calculated in the manner provided in Section 8.9. If the underpayment is equal to or greater than [**] percent ([**]%) of the amount that was otherwise due, Ipsen shall pay all of the reasonable out of pocket expenses of such review.
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