Common use of LICENSEE'S RECORDS Clause in Contracts

LICENSEE'S RECORDS. Licensee (and any Affiliate exercising rights under the Agreement) shall make and keep full and accurate books and records in accordance with Generally Accepted Accounting Principles showing the sublicensing, manufacture, use, distribution, importation, lease, and sale of any Licensed Product by Licensee and by Licensee's Affiliates. Licensee shall require any Sublicensees to keep similar books and records. Licensee agrees that LSU, LSU's designee, or the Louisiana Legislative Auditor may inspect and audit the books and records of Licensee (and of any Affiliate of Licensee exercising rights under this Agreement) pertaining to Licensed Products during regular business hours on ten days' written notice, and may make copies of those books and records at Licensee's place of business to the extent necessary to verify the payments due under the Agreement. Any such audit shall be at the expense of LSU, of LSU's designee, or of the Louisiana Legislative Auditor, as applicable; except that should such an audit indicate an underpayment of 10% or more for any calendar quarter, then Licensee shall pay the cost of the audit within thirty days of its completion.

Appears in 2 contracts

Samples: License and Royalty Agreement (Demegen Inc), Demegen Inc

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LICENSEE'S RECORDS. Licensee (and any Affiliate sublicensee exercising rights under the Agreement) shall make and keep full and accurate books and records in accordance with Generally Accepted Accounting Principles showing the sublicensing, manufacture, use, distribution, importation, lease, and sale of any Licensed Product by Licensee and by Licensee's Affiliates. Licensee shall require any Sublicensees to keep similar books and records. Licensee agrees that LSUDemeter, LSU's designee, or the Louisiana Legislative Auditor may inspect and audit require that the books and records of Licensee (and of any Affiliate of Licensee exercising rights under this Agreement) pertaining to Licensed Products be inspected by a designee reasonably acceptable to Licensee during regular business hours hours, on ten days' reasonable written notice, and may make copies of those books and records at Licensee's place of business to the extent necessary to verify the payments due under the Agreement; provided that the inspection is conducted in a manner to (i) insure the confidentiality of Licensee's books and records; and (ii) prevent any misuse of the information contained therein. Any such audit shall be at the expense of Demeter, LSU, of or LSU's designee, or of the Louisiana Legislative Auditor, as applicable; except that should such an audit indicate an underpayment of ten percent (10% %) or more for any calendar quarter, then Licensee shall pay the cost of the audit within thirty days of its completion.

Appears in 2 contracts

Samples: License and Royalty Agreement (Demegen Inc), Demegen Inc

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LICENSEE'S RECORDS. Licensee (and any Affiliate exercising rights under the Agreement) shall make and keep full and accurate books and records in accordance with Generally Accepted Accounting Principles showing the sublicensing, manufacture, use, distribution, importation, lease, and sale of any Licensed Product by Licensee and by Licensee's Affiliates. Licensee shall require any Sublicensees to keep similar books and records. Licensee agrees that LSU, LSU's designee, or the Louisiana Legislative Auditor may inspect and audit the books and records of Licensee (and of any Affiliate of Licensee exercising rights under this Agreement) pertaining to Licensed Products during regular business hours on ten days' days written notice, and may make copies of those books and records at Licensee's place of business to the extent necessary to verify the payments due under the Agreement. Such inspection shall be limited to one audit per year and to an audit of, at most, the three prior years. Any such audit shall be at the expense of LSU, of LSU's designee, or of the Louisiana Legislative Auditor, as applicable; except that should such an audit indicate an underpayment of 10% or more for any calendar quarter, then Licensee shall pay the cost of the audit within thirty days of its completion.

Appears in 1 contract

Samples: License and Royalty Agreement (Hybridon Inc)

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