Common use of Cost of Audit Clause in Contracts

Cost of Audit. The Auditing Party shall bear the full Cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royalties) or the amount of costs charged by one Party to the other Party were more than the amount that should have been charged (in the case of Durect Development Costs), then the under-paying or over-charging Party, as applicable, shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * *], including in each case interest at the rate of [* * *] percent ([* * *]%) per month (or the maximum interest allowable by Applicable Law, whichever is less) for the amount of the discrepancy. Furthermore, if the payments made were less than [* * *] percent ([* * *]%) of the amount that should have been paid during any calendar year, or if there was an overcharge of more than [* * *] percent ([* * *]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Cost of Audit. The Auditing Party shall bear the full Cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth[* * *]. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royalties) or the amount of costs Costs charged by one Party to the other Party were more than the amount that should have been charged (in the case of Durect Development Costs), then the under-paying or over-charging Party, as applicable, shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * *], including in each case interest at the rate of [* * *] percent ([* * *]%) per month ] (or the maximum interest allowable by Applicable Law, whichever is less) for the amount of the discrepancy. Furthermore, if the payments made or [* * *] were less than [* * *] percent ([* * *]%) of the amount that should have been paid or spent during any calendar year, or if there was an overcharge of more than [* * *] percent ([* * *]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as [* * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission].

Cost of Audit. The Auditing Party shall bear the full Cost cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royalties) or the amount of costs Manufacturing Costs charged by one Party Durect to the other Party were Hospira was more than the amount that should have been charged (in the case of Durect Development Costs)charged, then the under-paying or over-charging Party, as applicable, Durect shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * *]] calendar days from receipt of the results of said examination, including in each case interest at the rate of [* * *] percent ([* * *]%) per month (or the maximum interest allowable by Applicable Lawapplicable laws, whichever is less) for the amount of the discrepancy. Furthermore, if the payments made were less than [* * *] percent ([* * *]%) of the amount that should have been paid during any calendar year, or if there was an overcharge of more than [* * *] percent ([* * *]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested sought for portions of this exhibitAgreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Cost of Audit. The Auditing Party shall bear the full Cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royalties) or the amount of costs charged by one Party to the other Party were more than the amount that should have been charged (in the case of Durect Development Costs)paid, then the under-paying or over-charging Party, as applicable, such Party shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * *]] calendar days. In the event that the audit shows that an overpayment has been made by a Party based on an incorrect invoice of the other Party, then the other Party shall reimburse such overage amount to such Party, including in each case interest at the rate of [* * *] percent ([* * *]%) per month (or the maximum interest allowable by Applicable Law, whichever is less) for the amount of the discrepancy). Furthermore, if the payments made were less than [* * *] percent ([* * *]%) of the amount that should have been paid during any calendar year, or if there was an a overcharge of more than [* * *] percent ([* * *]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Cost of Audit. The Auditing Party shall bear the full Cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royaltiesroyalties) or the amount of costs charged by one Party to the other Party were more than the amount that should have been charged (in the case of Durect Development Costs), then the under-paying or over-charging Party, as applicable, shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * *]] calendar days from receipt of the results of said examination, including in each case interest at the rate of [* * *] one percent ([* * *]%) per month (or the maximum interest allowable by Applicable LawLaws, whichever is less) for the amount of the discrepancy. Furthermore, if the payments made were Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. less than [* * *] percent ([* * *]%) of the amount that should have been paid during any calendar year, or if there was an overcharge of more than [* * *] percent ([* * *]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Cost of Audit. The Auditing Party shall bear the full Cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by one Party to the other under this Agreement were less than the amount which should have been paid (in the case of Royalties) or the amount of costs charged by one Party to the other Party were more than the amount that should have been charged (in the case of Durect Development Costs), then the under-paying or over-charging Party, as applicable, shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [* * **], including in each case interest at the rate of [* * **] percent ([* * **]%) per month (or the maximum interest allowable by Applicable Law, whichever is less) for the amount of the discrepancy. Furthermore, if the payments made were less than [* * **] percent ([* * **]%) of the amount that should have been paid during any calendar year, or if there was an overcharge of more than [* * **] percent ([* * **]%) of the amount of that was owed, in either case due to the error of the Audited Party, the Audited Party shall also reimburse the Auditing Party for reasonable Costs incurred by the Auditing Party in respect of such audit. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.