Common use of LICENSEE'S RECORDS Clause in Contracts

LICENSEE'S RECORDS. Licensee covenants and agrees that, Licensee will keep true and accurate records adequate to permit any applicable payments due to Licensor to be computed and verified. Such records shall be made available upon prior written request by Licensor, during business hours, for inspection by an independent accountant who is not the auditor of record for Licensor and who is reasonably acceptable to Licensee and who shall be bound by a confidentiality agreement with Licensee, to the extent necessary for the determination of the accuracy of the payments made hereunder, and such records shall be retained for a period of three years following the year to which they relate. For the purposes of this Section 7.3, any of the four largest accounting firms in the United States (as of the date of the audit) shall be deemed acceptable to Licensee, provided that the firm selected by Licensor is not Licensor’s auditor of record. The accountant shall provide Licensor with a report containing his/ her conclusions, but not the inspected records nor the information contained therein, and shall concurrently provide Licensee with such report. Licensee shall promptly remit to Licensor the amount of any underpayment discovered by an inspection conducted in accordance herewith, and Licensor shall promptly remit to Licensee the amount of any overpayment so discovered to the extent that such overpayment exceeds the cost of the inspection. Each such inspection shall cover no more than the three (3) calendar years prior to the date of the request for inspection, and Licensor shall be entitled to no more than one (1) such inspection per calendar year, provided that, if an inspection reveals an underpayment by Licensee of five percent (5%) or greater, then the accountant shall also be permitted to inspect such records covering a two (2) calendar year period preceding the three (3) year period of such inspection. Licensor shall bear the full cost of such inspection unless the audit discloses an underpayment by Licensee of five percent (5%) or greater of any applicable royalties due hereunder, in which case Licensee shall bear the full cost of the inspection. The provisions of this Section 7.3 shall survive any termination or expiration of this Agreement for the limited purpose of permitting Licensor to verify Licensee’s payment of the correct prices for the quantities of the Martek Products purchased under this Agreement.

LICENSEE'S RECORDS. Licensee covenants and agrees that, that Licensee will keep true and accurate records adequate to permit any applicable payments Royalties due to Licensor to be computed and verified. Such verified pursuant to this Section 6.3, which records shall be made available upon prior written request by Licensor, during business hours, for inspection by an independent accountant who is not the auditor of record for Licensor and who is reasonably acceptable to Licensee and who shall be bound by a confidentiality agreement with the Licensee, to the extent necessary for the determination of the accuracy of the payments reports made hereunder, and such records shall be retained for a period of three years following the year to which they relate. For the purposes of this Section 7.36.3, any of the four five largest accounting firms in the United States (as of the date of the audit) shall be deemed acceptable to Licensee, provided that the firm selected by Licensor is not Licensor’s 's auditor of record. The accountant shall provide Licensor with a report containing his/ her conclusions, but not the inspected records nor the information contained therein, and shall concurrently provide Licensee with such report. Licensee shall promptly remit to Licensor the amount of any underpayment discovered by an inspection conducted in accordance herewith, and Licensor shall promptly remit to Licensee the amount of any overpayment so discovered to the extent that such overpayment exceeds the cost of the inspection. Each such inspection shall cover no more than the three (3) * calendar years prior to the date of the request for inspection, and Licensor shall be entitled to no more than one (1) * such inspection per calendar year, provided that, if an inspection reveals an underpayment by Licensee of five percent (5%) * or greater, then the accountant shall also be permitted to inspect such records covering a two (2) * calendar year period preceding the three (3) * year period of such inspection. Licensor shall bear the full cost of such inspection unless the audit discloses an underpayment by Licensee of five percent (5%) * or greater of any applicable royalties Royalties due hereunderhereunder is discovered by the accountant, in which case Licensee shall bear the full cost of the inspection. The provisions of this Section 7.3 shall survive any termination or expiration of this Agreement for the limited purpose of permitting Licensor to verify Licensee’s payment of the correct prices for the quantities of the Martek Products purchased under this Agreement.

LICENSEE'S RECORDS. Licensee covenants and agrees that, Licensee will keep true and accurate records adequate to permit any applicable payments due to Licensor to be computed and verified. Such records shall be made available upon prior written request by Licensor, during business hours, for inspection by an independent accountant who is not the auditor of record for Licensor and who is reasonably acceptable to Licensee and who shall be bound by a confidentiality agreement with Licensee, to the extent necessary for the determination of the accuracy of the payments made hereunder, and such records shall be retained for a period of three years following the year to which they relate. For the purposes of this Section 7.3, any of the four largest accounting firms in the United States (as of the date of the audit) shall be deemed acceptable to Licensee, provided that the firm selected by Licensor is not Licensor’s auditor of record. The accountant shall provide Licensor with a report containing his/ his/her conclusions, but not the inspected records nor the information contained therein, and shall concurrently provide Licensee with such report. Licensee shall promptly remit to Licensor the amount of any underpayment discovered by an inspection conducted in accordance herewith, and Licensor shall promptly remit to Licensee the amount of any overpayment so discovered to the extent that such overpayment exceeds the cost of the inspection. Each such inspection shall cover no more than the three (3) calendar years prior to the date of the request for inspection, and Licensor shall be entitled to no more than one (1) such inspection per calendar year, provided that, if an inspection reveals an underpayment by Licensee of five percent (5%) or greater, then the accountant shall also be permitted to inspect such records covering a two (2) calendar year period preceding the three (3) year period of such inspection. Licensor shall bear the full cost of such inspection unless the audit discloses an underpayment by Licensee of five percent (5%) or greater of any applicable royalties due hereunder, in which case Licensee shall bear the full cost of the inspection. The provisions of this Section 7.3 shall survive any termination or expiration of this Agreement for the limited purpose of permitting Licensor to verify Licensee’s payment of the correct prices for the quantities of the Martek Products purchased under this Agreement.

LICENSEE'S RECORDS. Licensee covenants and agrees that, for as long as Royalties are due under this Agreement, Licensee will keep true and accurate records adequate to permit any applicable payments Royalties due to Licensor to be computed and verified. Such , which records shall be made available upon prior written request by Licensor, during business hours, for inspection by an independent accountant who is not the auditor of record for Licensor and who is reasonably acceptable to Licensee and who shall be bound by a confidentiality agreement with the Licensee, to the extent necessary for the determination of the accuracy of the payments reports made hereunder, and such records shall be retained for a period of three years following the year to which they relate. Licensor covenants and agrees that, for as long as Royalties are due under this Agreement, Licensor will keep true and accurate records adequate to permit Licensee to confirm that provisions described in Section 2.2(i) are adhered to, and Licensee waives the confidentiality provisions of this Agreement to the extent reasonably necessary to allow an independent accountant to make such confirmation. For the purposes of this Section 7.36.4, any of the four six largest accounting firms in the United States (as of the date of the audit) shall be deemed reasonably acceptable to Licensee, provided that the firm selected by Licensor is not Licensor’s auditor of record. The accountant shall provide Licensor with a report containing his/ her conclusions, but not the inspected records nor the information contained therein, and shall concurrently provide Licensee with such report. Licensee shall promptly remit to Licensor the amount of any underpayment discovered by an inspection conducted in accordance herewith, and Licensor shall promptly remit to Licensee the amount of any overpayment so discovered to the extent that such overpayment exceeds the cost of the inspection. Each such inspection shall cover no more than the three (3) calendar years prior to the date of the request for inspection, and Licensor shall be entitled to no more than one (1) such inspection per calendar year, provided that, if an inspection reveals an underpayment by Licensee of five percent (5%) or greater, then the accountant shall also be permitted to inspect such records covering a two (2) calendar year period preceding the three (3) year period of such inspectionparties. Licensor shall bear the full cost of such an inspection of the Licensee’s records unless the audit discloses an underpayment by Licensee a discrepancy of five percent (5%) or greater of any applicable royalties Royalties due hereunderhereunder is discovered by the accountant, in which case Licensee shall bear the full cost of the inspection. The provisions Licensee shall bear the full cost of this Section 7.3 shall survive any termination or expiration of this Agreement for the limited purpose of permitting Licensor to verify Licensee’s payment an inspection of the correct prices for Licensor’s records unless a material deviation in the quantities payment terms described by 2.2(i) among licensees is discovered by the accountant, in which case Licensor shall bear the full cost of the Martek Products purchased under this Agreement.inspection. *CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION