By Nisso Sample Clauses

By Nisso. Effective upon the occurrence of any of the circumstances specified in Section 8.1 (Termination of Exclusive Purchase), Replidyne shall permit an independent auditor appointed by Nisso subject to the reasonable approval of Replidyne, and who shall enter into a confidentiality agreement with Replidyne, for a period commencing from the date on which Replidyne or Manufacturing Designee begins the manufacturing of the Drug Substance and ending two (2) years after such manufacturing ceases, to examine and audit the books and records of Replidyne related to Section 8.3 (Royalty), for the preceding three (3) year period, at a mutually convenient time within normal business hours to the extent necessary to determine the accuracy of any calculations for payments due from Replidyne under such Section 8.3. The costs of such examination and audit shall be borne by Nisso; provided, however, that if any such examination and audit discloses an underpayment by Replidyne of five percent (5%) or more for any relevant time period due to Replidyne’s fault and/or negligence, Replidyne shall reimburse Nisso for the reasonable costs of such examination and audit. The amount of any such underpayments shall be reimbursed to Nisso. [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended.
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