Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. Each party shall keep complete and accurate books and records relating to 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 the material terms and conditions of this 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 (5%) of the total payments due to the Auditing Party hereunder for any calendar year is discovered, then such fees and expenses shall be paid by the Audited Party, and the Audited Party shall promptly pay to the Auditing Party 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 actually pays the Auditing Party such payments.

Books and Records; Audits. Each party Party shall keep complete good and accurate books and records relating of account sufficient to permit determination of the amounts due hereunder. Upon written request sent by a Party (in this instance, the “Auditing Party”) to the manufactureother Party (in this instance, 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 at the manufactureaddress in Section 13.10, 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 Party will permit an independent certified public accountant retained auditing firm selected by the Auditing Party and reasonably acceptable to approved by the Audited Party, for such approval not to be unreasonably withheld, to have access during normal business hours to such of the purpose records of verifying any reports, information or payments provided or due hereunder and verifying compliance with the material terms and conditions of this Agreement. Such independent certified public accountant shall Audited Party as may be bound to hold all information in confidence except as reasonably necessary to communicate 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. Except as described below, all such audits will be conducted at the expense of the Auditing Party and not more than once in each calendar year. In the event the independent auditing firm concludes that additional payments of any kind as required by this Agreement were owed to the Auditing Party during such period, the additional amounts, plus accrued interest as described in the next Paragraph, will be paid within thirty (30) days of the date the Auditing Party delivers to the Audited Party's underpayment of payments, inaccurate reports or information and/or noncompliance with any material terms or conditions of this AgreementParty such independent auditing firm’s written report so concluding. The fees and expenses of charged by such inspection/audit shall accountant will be paid by the Auditing Party; however, if an underpayment unless the audit discloses that the amounts that should have been payable by the Audited Party for the financial year or part thereof exceed a minimum of Five Thousand Dollars ($5,000) and are more than five percent (5%, where such 5% also exceeds $5,000) of more than the total payments due amounts actually paid for such period, in which case the Audited Party will pay the reasonable fees and expenses charged by the independent auditing firm. The Parties agree that all information subject to audit is confidential and that each Auditing Party will cause the independent auditing firm to retain all such information in confidence and report to the Auditing Party hereunder for any calendar year only the accuracy or inaccuracy of the reports rendered pursuant to Paragraph 4.7 hereof. XYZ will ensure each Sublicensee is discoveredcontractually obligated to permit ABC, then such fees and expenses shall be paid by when the Audited Auditing Party, and to conduct an audit of the Audited Party shall promptly pay to the Auditing Party all such delinquent payment amounts Sublicensee’s records in accordance 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 actually pays the Auditing Party such paymentsthis Section 4.9.

Books and Records; Audits. Each party Notwithstanding Section 6.1 to the contrary, Buyer and its Affiliates shall keep complete full, true and accurate books and records relating of account sufficient to determine 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")amounts payable pursuant to this Section 2.4. During the Audit Period, a party ("Auditing Party") Seller shall have the right, upon prior written notice and no more than once a year, right to inspect have the books and records of Buyer and its Affiliates audited by a qualified independent certified public accounting firm selected by Seller, subject to Buyer’s approval, which approval shall not be unreasonably withheld or delayed, under appropriate confidentiality provisions, to ascertain the other party accuracy of the reports and payments under this Section 2.4 for any year ending not more than thirty-six ("Audited Party"36) relating solely months prior to the manufacturedate of such request. For the avoidance of doubt, distribution Seller’s audit right shall extend to ascertaining the accuracy of Development Costs and sale of ReplayTV Products reimbursed costs and the applicable Subsidy [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONexpenses which have been excluded in determining Buyer Licensed Party Consideration. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. and/or [***] under Section 10 Such audit shall be conducted upon at least ten (10) days’ advance written notice during the Audited Party's normal business hours, using an independent certified public accountant retained by the Auditing Party not more than once in each year, and reasonably acceptable to the Audited Party, for the purpose of verifying any reports, information or payments provided or due hereunder and verifying compliance in a manner that does not interfere unreasonably with the material terms business of the audited entity. The accounting firm shall disclose to Seller only whether such reports are correct or incorrect and conditions the specific details concerning any discrepancies. Subject to Buyer’s right to dispute such amounts, any underpayment determined by such audit shall promptly be paid by Buyer after delivery to Buyer of such accounting firm’s report so concluding. In the event such accounting firm concludes that amounts were overpaid by Buyer during such period, subject to Seller’s right to dispute such amounts, Seller shall promptly repay Buyer the amount of such overpayment after delivery to Buyer and Seller of such accounting firm’s written report so concluding. Seller and Buyer shall treat all financial information subject to review under this Section 2.4(e) in accordance with the confidentiality provisions of this Agreement. Such independent certified public accountant Agreement and shall be bound cause the accounting firm selected by it to hold enter into a customary and mutually satisfactory confidentiality agreement with Buyer obligating such firm to retain all such financial information in confidence except as necessary pursuant 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 such confidentiality agreement. If Buyer has underpaid an amount due under this Agreement. The fees and expenses of such inspection/audit shall be paid Section 2.4 by the Auditing Party; however, if an underpayment of more than five ten percent (510%) of the total payments Royalties due to the Auditing Party hereunder for any calendar year is discoveredthe period being reviewed, then such Buyer shall reimburse Seller for the reasonable fees and expenses shall costs charged by such accounting firm (with all fees and costs of the audit to be paid borne by the Audited Party, and the Audited Party shall promptly pay to the Auditing Party Seller in 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%other cases), computed from the date such payments were due until the date the Audited Party actually pays the Auditing Party such payments.

Books and Records; Audits. Each party Party shall keep complete good and accurate books and records relating of account sufficient to permit determination of the amounts due hereunder. Upon written request sent by a Party (in this instance, the “Auditing Party”) to the manufactureother Party (in this instance, 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 at the manufactureaddress in Section 13.10, 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 Party will permit an independent certified public accountant retained auditing firm selected by the Auditing Party and reasonably acceptable to approved by the Audited Party, for such approval not to be unreasonably withheld, to have access during normal business hours to such of the purpose records of verifying any reports, information or payments provided or due hereunder and verifying compliance with the material terms and conditions of this Agreement. Such independent certified public accountant shall Audited Party as may be bound to hold all information in confidence except as reasonably necessary to communicate 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. Except as described below, all such audits will be conducted at the expense of the Auditing Party and not more than once in each calendar year. In the event the independent auditing firm concludes that additional payments of any kind as required by this Agreement were owed to the Auditing Party during such period, the additional amounts, plus accrued interest as described in the next Paragraph, will be paid within thirty (30) days of the date the Auditing Party delivers to the Audited Party's underpayment of payments, inaccurate reports or information and/or noncompliance with any material terms or conditions of this AgreementParty such independent auditing firm’s written report so concluding. The fees and expenses of charged by such inspection/audit shall accountant will be paid by the Auditing Party; however, if an underpayment unless the audit discloses that the amounts that should have been payable by the Audited Party for the financial year or part thereof exceed a minimum of Five Thousand Dollars ($5,000) and are more than five percent (5%, where such 5% also exceeds $5,000) of more than the total payments due amounts actually paid for such period, in which case the Audited Party will pay the reasonable fees and expenses charged by the independent auditing firm. The Parties agree that all information subject to audit is confidential and that each Auditing Party will cause the independent auditing firm to retain all such information in confidence and report to the Auditing Party hereunder for any calendar year only the accuracy or inaccuracy of the reports rendered pursuant to Paragraph 4.7 hereof. BioInnova will ensure each Sublicensee is discoveredcontractually obligated to permit University, then such fees and expenses shall be paid by when the Audited Auditing Party, and to conduct an audit of the Audited Party shall promptly pay to the Auditing Party all such delinquent payment amounts Sublicensee’s records in accordance 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 actually pays the Auditing Party such paymentsthis Section 4.9.