Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. (a) During the Term and for a period of at least seven years thereafter, each of the parties will keep and maintain, and will require each of its Affiliates to keep and maintain, complete and accurate books and records related to its compliance with all terms and conditions of this Agreement (collectively, “Audit Information”). (b) For the purpose of ensuring the accuracy and completeness of the amounts charged hereunder for any monthly period during the Term (including the calculation of Service Fees and Pass-Through Costs), upon not less than 30 days’ advance written notice from a party desiring to conduct an audit (“Auditing Party”) of another party’s (the “Audited Party”) Audit Information, the Audited Party will make such Audit Information available for audit by an independent certified public accounting firm (together with independent technical personnel if and as reasonably required for such accountant to perform the audit) designated by the Auditing Party and approved by the Audited Party, which approval will not be unreasonably withheld. Unless otherwise agreed by the Auditing Party and the Audited Party, any such audit will be conducted during regular business hours, at the Audited Party’s principal place of business, not more frequently than once in any period of 12 consecutive months and in a manner that does not unreasonably interfere with the Audited Party’s normal course of business. Notwithstanding the foregoing, the Auditing Party may conduct more than one audit within a 12-month period if, in the Auditing Party’s good faith judgment, the Auditing Party has a bona fide basis for any failure of the Audited Party to comply with its obligations under this Agreement. If any audit reveals an overpayment by the Audited Party, then the Audited Party will receive a credit, in the amount of such overpayment, that will be applied only against future amounts owing by the Audited Party under this Agreement. If any audit reveals an underpayment by the Audited Party, then the Audited Party will pay the amount of the underpayment within 45 days after the date of the auditor’s report. Further, if any audit reveals an underpayment of more than 5% of the total amount subject to the audit, then the Audited Party will reimburse the Auditing Party within 30 days after the Auditing Party’s request, for all costs and expenses reasonably incurred by the Auditing Party to conduct the audit.

Books and Records; Audits. (a) During the Term and for a period of at least seven years thereafter, each of the parties will Each party shall keep and maintain, and will require each of its Affiliates to keep and maintain, complete and accurate books and records related relating to its the manufacture, distribution and sale of ReplayTV Products and the calculation of the applicable Subsidy and/or [***] for MKE Products for the duration of Term plus one (1) year ("Audit Period"). During the Audit Period, a party ("Auditing Party") shall have the right, upon prior written notice and no more than once a year, to inspect the books and records of the other party ("Audited Party") relating solely to the manufacture, distribution and sale of ReplayTV Products and the applicable Subsidy [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. and/or [***] under Section 10 during the Audited Party's normal business hours, using an independent certified public accountant retained by the Auditing Party and reasonably acceptable to the Audited Party, for the purpose of verifying any reports, information or payments provided or due hereunder and verifying compliance with all the material terms and conditions of this Agreement Agreement. Such independent certified public accountant shall be bound to hold all information in confidence except as necessary to communicate to the Auditing Party the Audited Party's underpayment of payments, inaccurate reports or information and/or noncompliance with any material terms or conditions of this Agreement. The fees and expenses of such inspection/audit shall be paid by the Auditing Party; however, if an underpayment of more than five percent (collectively, “Audit Information”). (b5%) For the purpose of ensuring the accuracy and completeness of the amounts charged total payments due to the Auditing Party hereunder for any monthly period during the Term (including the calculation of Service Fees calendar year is discovered, then such fees and Pass-Through Costs), upon not less than 30 days’ advance written notice from a party desiring to conduct an audit (“Auditing Party”) of another party’s (the “Audited Party”) Audit Information, the Audited Party will make such Audit Information available for audit by an independent certified public accounting firm (together with independent technical personnel if and as reasonably required for such accountant to perform the audit) designated by the Auditing Party and approved expenses shall be paid by the Audited Party, which approval will not be unreasonably withheld. Unless otherwise agreed by and the Audited Party shall promptly pay to the Auditing Party and all such delinquent payment amounts with interest thereon at the prime rate reported by the Bank of America, San Francisco, California, plus one percent (1%), computed from the date such payments were due until the date the Audited Party, any such audit will be conducted during regular business hours, at the Audited Party’s principal place of business, not more frequently than once in any period of 12 consecutive months and in a manner that does not unreasonably interfere with the Audited Party’s normal course of business. Notwithstanding the foregoing, Party actually pays the Auditing Party may conduct more than one audit within a 12-month period if, in the Auditing Party’s good faith judgment, the Auditing Party has a bona fide basis for any failure of the Audited Party to comply with its obligations under this Agreement. If any audit reveals an overpayment by the Audited Party, then the Audited Party will receive a credit, in the amount of such overpayment, that will be applied only against future amounts owing by the Audited Party under this Agreement. If any audit reveals an underpayment by the Audited Party, then the Audited Party will pay the amount of the underpayment within 45 days after the date of the auditor’s report. Further, if any audit reveals an underpayment of more than 5% of the total amount subject to the audit, then the Audited Party will reimburse the Auditing Party within 30 days after the Auditing Party’s request, for all costs and expenses reasonably incurred by the Auditing Party to conduct the auditpayments.

Books and Records; Audits. (a) During the Term and for a period of at least seven years thereafter, each of the parties will Each Party shall keep and maintain, and will require each of its Affiliates to keep and maintain, complete good and accurate books and records related of account sufficient to its compliance with all terms and conditions of this Agreement (collectively, “Audit Information”). (b) For the purpose of ensuring the accuracy and completeness permit determination of the amounts charged hereunder for any monthly period during due hereunder. Upon written request sent by a Party (in this instance, the Term (including the calculation of Service Fees and Pass-Through Costs), upon not less than 30 days’ advance written notice from a party desiring to conduct an audit (“Auditing Party”) of another party’s to the other Party (in this instance, the “Audited Party”) Audit Informationat the address in Section 13.10, the Audited Party will make such Audit Information available for audit by permit an independent certified public accounting auditing firm (together with independent technical personnel if and as reasonably required for such accountant to perform the audit) designated selected by the Auditing Party and approved by the Audited Party, which such approval will not to be unreasonably withheld, to have access during normal business hours to such of the records of the Audited Party as may be reasonably necessary to verify the accuracy of payments relating to amounts paid or payable under this Agreement in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such audit request. Unless otherwise agreed by Except as described below, all such audits will be conducted at the expense of the Auditing Party and the Audited Party, any such audit will be conducted during regular business hours, at the Audited Party’s principal place of business, not more frequently than once in each calendar year. In the event the independent auditing firm concludes that additional payments of any period of 12 consecutive months and in a manner that does not unreasonably interfere with the Audited Party’s normal course of business. Notwithstanding the foregoing, kind as required by this Agreement were owed to the Auditing Party may conduct more than one audit during such period, the additional amounts, plus accrued interest as described in the next Paragraph, will be paid within a 12-month period if, in thirty (30) days of the date the Auditing Party delivers to the Audited Party such independent auditing firm’s written report so concluding. The fees charged by such accountant will be paid by the Auditing Party’s good faith judgment, unless the Auditing Party has a bona fide basis for any failure of audit discloses that the Audited Party to comply with its obligations under this Agreement. If any audit reveals an overpayment by the Audited Party, then the Audited Party will receive a credit, in the amount of such overpayment, amounts that will be applied only against future amounts owing should have been payable by the Audited Party under this Agreement. If any audit reveals an underpayment by for the Audited Partyfinancial year or part thereof exceed a minimum of Five Thousand Dollars ($5,000) and are more than five percent (5%, then where such 5% also exceeds $5,000) more than the amounts actually paid for such period, in which case the Audited Party will pay the amount of reasonable fees and expenses charged by the underpayment within 45 days after the date of the auditor’s reportindependent auditing firm. Further, if any audit reveals an underpayment of more than 5% of the total amount The Parties agree that all information subject to the audit, then the Audited audit is confidential and that each Auditing Party will reimburse cause the independent auditing firm to retain all such information in confidence and report to the Auditing Party within 30 days after only the accuracy or inaccuracy of the reports rendered pursuant to Paragraph 4.7 hereof. XYZ will ensure each Sublicensee is contractually obligated to permit ABC, when the Auditing Party’s request, for all costs and expenses reasonably incurred by the Auditing Party to conduct an audit of the auditSublicensee’s records in accordance with this Section 4.9.

Books and Records; Audits. (a) During the Term and for a period of at least seven years thereafter, each of the parties will Each Party shall keep and maintain, and will require each of its Affiliates to keep and maintain, complete good and accurate books and records related of account sufficient to its compliance with all terms and conditions of this Agreement (collectively, “Audit Information”). (b) For the purpose of ensuring the accuracy and completeness permit determination of the amounts charged hereunder for any monthly period during due hereunder. Upon written request sent by a Party (in this instance, the Term (including the calculation of Service Fees and Pass-Through Costs), upon not less than 30 days’ advance written notice from a party desiring to conduct an audit (“Auditing Party”) of another party’s to the other Party (in this instance, the “Audited Party”) Audit Informationat the address in Section 13.10, the Audited Party will make such Audit Information available for audit by permit an independent certified public accounting auditing firm (together with independent technical personnel if and as reasonably required for such accountant to perform the audit) designated selected by the Auditing Party and approved by the Audited Party, which such approval will not to be unreasonably withheld, to have access during normal business hours to such of the records of the Audited Party as may be reasonably necessary to verify the accuracy of payments relating to amounts paid or payable under this Agreement in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such audit request. Unless otherwise agreed by Except as described below, all such audits will be conducted at the expense of the Auditing Party and the Audited Party, any such audit will be conducted during regular business hours, at the Audited Party’s principal place of business, not more frequently than once in each calendar year. In the event the independent auditing firm concludes that additional payments of any period of 12 consecutive months and in a manner that does not unreasonably interfere with the Audited Party’s normal course of business. Notwithstanding the foregoing, kind as required by this Agreement were owed to the Auditing Party may conduct more than one audit during such period, the additional amounts, plus accrued interest as described in the next Paragraph, will be paid within a 12-month period if, in thirty (30) days of the date the Auditing Party delivers to the Audited Party such independent auditing firm’s written report so concluding. The fees charged by such accountant will be paid by the Auditing Party’s good faith judgment, unless the Auditing Party has a bona fide basis for any failure of audit discloses that the Audited Party to comply with its obligations under this Agreement. If any audit reveals an overpayment by the Audited Party, then the Audited Party will receive a credit, in the amount of such overpayment, amounts that will be applied only against future amounts owing should have been payable by the Audited Party under this Agreement. If any audit reveals an underpayment by for the Audited Partyfinancial year or part thereof exceed a minimum of Five Thousand Dollars ($5,000) and are more than five percent (5%, then where such 5% also exceeds $5,000) more than the amounts actually paid for such period, in which case the Audited Party will pay the amount of reasonable fees and expenses charged by the underpayment within 45 days after the date of the auditor’s reportindependent auditing firm. Further, if any audit reveals an underpayment of more than 5% of the total amount The Parties agree that all information subject to the audit, then the Audited audit is confidential and that each Auditing Party will reimburse cause the independent auditing firm to retain all such information in confidence and report to the Auditing Party within 30 days after only the accuracy or inaccuracy of the reports rendered pursuant to Paragraph 4.7 hereof. BioInnova will ensure each Sublicensee is contractually obligated to permit University, when the Auditing Party’s request, for all costs and expenses reasonably incurred by the Auditing Party to conduct an audit of the auditSublicensee’s records in accordance with this Section 4.9.