Common use of Books and Records; Audit Clause in Contracts

Books and Records; Audit. Each party shall maintain during the Term and for three (3) years thereafter, complete and accurate books and records sufficient to determine the Residual Rights Fee payments due hereunder. In the event that the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party's expense, to verify the accuracy of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit shall be reasonably conducted during regular business hours in a non-disruptive manner, and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's overhead, sales, general or administrative rates. If any such audit discloses that any Residual Rights Fees were understated, the paying party shall pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) in any calendar quarter, the paying party shall reimburse the nonpaying party for its reasonable and actual costs and expenses incurred in connection with performing such audit. No more than one audit may be performed within a one (1) year period, except if the preceding audit discloses an understated, in which even the nonpaying party shall be entitled perform a quarterly audit during the successive one year period.

Books and Records; Audit. Each party The Parties shall maintain keep comprehensive books and records relating to its obligations under this Agreement (including, without limitation, any Net Sales and Purchase Price payments) on either a cash or accrual basis of accounting in accordance with GAAP. All such records shall be maintained for at least two (2) years following the relevant calendar year during the Term or, upon termination of this Agreement, for eighteen (18) months following such termination date, or such longer period as is required by applicable Law. During each calendar year, and for three (3) years a year thereafter, complete Kos and accurate BPI, shall have the right, at the auditing Party's own expense, to have an independent nationally recognized accounting firm audit such books and records sufficient to determine the Residual Rights Fee payments due hereunder. In the event that of the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party's expense, Party in order to verify the accuracy amount of the payments owed and/or paid pursuant to this Agreement. Each Party may perform an audit not more than once in any Residual Rights Fee calculationstwelve (12) month period. The non-paying party If the amount owed by one Party was underpaid, the underpaying Party shall give pay the paying party additional amount owed and all accrued interest thereon to the other Party within fifteen (15) days after its receipt of notice of such underpayment. If the amount underpaid was in excess of ten percent (10%) of the amount owed, the fees of such audit shall also be paid by such underpaying Party within thirty (30) days written after its receipt of notice prior of same. If the amount owed by one Party was overpaid, the auditing Party shall notify the other Party of such overpayment and refund such overpayment to beginning the other Party within thirty (30) days after becoming aware of such auditoverpayment. Such Each audit shall be reasonably conducted during regular normal business hours hours, upon reasonable advance written notice and in a non-disruptive mannermanner that does not cause unreasonable disruption to the conduct of business by the audited Party. Each Party will treat all information subject to review under this Section 6.3 in accordance with the provisions of Article 8. Prior to conducting any audit hereunder, and the party performing Party conducting such audit must agree will cause its accounting firm to be bound enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such accounting firm to a reasonable non-disclosure agreement. The only maintain all such financial information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's Sales, the direct material and labor costs, and in confidence with standards no less stringent that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation terms of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's overhead, sales, general or administrative rates. If any such audit discloses that any Residual Rights Fees were understated, the paying party shall pay the amount Article 8 of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) in any calendar quarter, the paying party shall reimburse the nonpaying party for its reasonable and actual costs and expenses incurred in connection with performing such audit. No more than one audit may be performed within a one (1) year period, except if the preceding audit discloses an understated, in which even the nonpaying party shall be entitled perform a quarterly audit during the successive one year periodthis Agreement.

Books and Records; Audit. Each party shall maintain during the Term and for three (3) years thereafter, complete and accurate books and records sufficient to determine the Residual Rights Fee payments due hereunder. In the event that the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party's ’s expense, to verify the accuracy of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit shall be reasonably conducted during regular business hours in a non-disruptive manner, and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's ’s Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's ’s overhead, sales, general or administrative rates. If any such audit discloses that any Residual Rights Fees were understated, the paying party shall pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) in any calendar quarter, the paying party shall reimburse the nonpaying party for its reasonable and actual costs and expenses incurred in connection with performing such audit. No more than one audit may be performed within a one (1) year period, except if the preceding audit discloses an understated, in which even the nonpaying party shall be entitled perform a quarterly audit during the successive one year period.

Books and Records; Audit. Each party The Parties shall maintain keep comprehensive books and records relating to its obligations under this Agreement, and where applicable, on either a cash or accrual basis of accounting in accordance with GAAP. All such records shall be maintained for at least two (2) years following the relevant calendar year during the Term or, upon termination of this Agreement, for eighteen (18) months following such termination date, or such longer period as is required by applicable Law. During each calendar year, and for three (3) years a year thereafter, complete Kos and accurate BLS, shall have the right, at the auditing Party's own expense, to have an independent accounting firm audit such books and records sufficient to determine the Residual Rights Fee payments due hereunder. In the event that of the other party Party in order to verify the amount of the payments owed and/or paid pursuant to this Agreement. Each Party may perform an audit not more than once in any twelve (12) month period. If the amount owed by one Party was underpaid, the underpaying Party shall pay the additional amount owed and all accrued interest thereon to the other Party within fifteen (15) days after its receipt of notice of such underpayment. If the amount underpaid was in excess of ten percent (10%) of the amount owed, the fees of such audit shall also be paid by such underpaying Party within fifteen (15) days after its receipt of notice of same. If the amount owed by one Party was overpaid, the auditing Party shall notify the other Party of such overpayment and refund such overpayment to the other Party within fifteen (15) days after becoming aware of such overpayment. Each audit shall be conducted during normal business hours, upon reasonable advance notice and in a manner that does not agree cause unreasonable disruption to the conduct of business by the audited Party. Each Party will treat all information subject to review under this Section 5.10 in accordance with the determination by the paying party provisions of the Residual Rights Fee payments due Article 8. Prior to conducting any audit hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public Party conducting such audit will cause its accounting firm or representatives to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such accounting firm to maintain all such financial information in confidence with standards no less stringent that the terms of Article 8 of this Agreement. Kos hereby further agrees and acknowledges that the non-paying party, at the non-paying party's expense, to verify the accuracy University of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit Gent and Remon shall be reasonably conducted during regular business hours in a non-disruptive mannerallowed to inspect, or cause an independent Third Party auditor to inspect, all such books and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied records with respect to the calculation of Marketed Product in accordance with the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's overhead, sales, general or administrative rates. If any such audit discloses that any Residual Rights Fees were understated, the paying party shall pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) in any calendar quarter, the paying party shall reimburse the nonpaying party for its reasonable and actual costs and expenses incurred in connection with performing such audit. No more than one audit may be performed within a one (1) year period, except if the preceding audit discloses an understated, in which even the nonpaying party shall be entitled perform a quarterly audit during the successive one year periodGent Agreement.