Common use of GNE Clause in Contracts

GNE. GNE shall keep (and require its Sublicensees to keep) complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to ABX under this Agreement. Such books and records shall be kept at the principal place [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of business of GNE or its Sublicensees, as the case may be, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records of GNE or its Sublicensees will be open for inspection during such three-year period by an independent certified public accountant representing ABX (which representative may also represent XT) and reasonably acceptable to GNE for the purpose of verifying the royalty statements. GNE shall require each of its Sublicensees to maintain similar books and records and to open such records for inspection during the same three (3)-year period by such representative of ABX for the purpose of verifying the royalty statements. All such inspections may be made no more than once each calendar year at reasonable times mutually agreed by GNE and ABX. The representative of ABX will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both parties, and GNE shall pay any underpayment to ABX within thirty (30) days. Any overpayment may be credited against future royalty amounts due to ABX hereunder; provided, however, that if there is no further obligation to pay royalties hereunder anywhere in the Territory, ABX shall refund any such overpayment within thirty (30) days. Inspections conducted under this Section 4.2.1 shall be at the expense of ABX, unless a variation or error producing an increase exceeding [*] of the amount stated for any period (after taking into account any applicable annual reconciliation) is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by GNE. Upon the expiration of three (3) years following the end of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive, and GNE shall be released from any liability or accountability with respect to royalties for such year; provided, however, that if ABX has demanded payment of additional royalties it claims have not been properly paid under this Agreement, or if there is a dispute between the parties regarding the amount of royalties due, prior to the expiration of the third calendar year following the calendar year in question, then the calculation of royalties shall not become binding and conclusive (and GNE shall not be released from liability or accountability with respect to such royalties) before three years following the date, if any, that such dispute is finally resolved between the parties by mutual written agreement. It is understood that nothing in the preceding sentence shall limit or prohibit the carrying forward of an applicable credit against royalties permitted under Sections 3.3.1(b) or 3.3.3(c).

GNE. GNE shall keep (and require its Sublicensees to keep) complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to ABX under this Agreement. Such books and records shall be kept at the principal place [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of business of GNE or its Sublicensees, as the case may be, for at least three (3) years [*] following the end of the calendar quarter to which they pertain. Such records of GNE or its Sublicensees will be open for inspection during such three-year period [*] by an independent certified public accountant representing ABX (which representative may also represent XT) and reasonably acceptable to GNE for the purpose of verifying the royalty statements. GNE shall require each of its Sublicensees to maintain similar books and records and to open such records for inspection during the same three (3)-year [*] period by such representative of ABX for the purpose of verifying the royalty statements. All such inspections may be made no more than once each calendar year at reasonable times mutually agreed by GNE and ABX. The representative of ABX will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder hereunder, but not the basis for such results, which ABX's accountant will not disclose to ABX, shall be provided to both parties, and GNE shall pay any underpayment to ABX within thirty (30) days[*]. Any overpayment may be credited against future royalty amounts due to ABX hereunder; provided, provided however, that if there is no further obligation to pay royalties hereunder anywhere in the Territory, ABX shall refund any such overpayment within thirty (30) days[*]. Inspections conducted under this Section 4.2.1 shall be at the expense of ABX, unless a variation or error producing an increase exceeding [*] of the amount stated for any period (after taking into account any applicable annual reconciliation) is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by GNE. Upon the expiration of three (3) years [*] following the end of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive, and GNE shall be released from any liability or accountability with respect to royalties for such year; provided, however, that if ABX has demanded payment of additional royalties it claims have not been properly paid under this Agreement, or if there is a dispute between the parties regarding the amount of royalties due, prior to the expiration of the third calendar year following the calendar year in question, then the calculation of royalties shall not become binding and conclusive (and GNE shall not be released from liability or accountability with respect to such royalties) before three years [*] following the date, if any, that such dispute is finally resolved between the parties by mutual written agreement. It is understood that nothing in the preceding sentence shall limit or prohibit the carrying forward of an applicable credit against royalties permitted under Sections 3.3.1(b) or 3.3.3(c)[*].