Common use of LICENSEE'S RECORDS Clause in Contracts

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 Royalties due to Licensor to be computed and verified, which records shall be made available upon prior written request by Licensor, during business hours, for inspection by an independent accountant 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 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 purposes of this Section 6.4, any of the six largest accounting firms in the United States shall be deemed reasonably acceptable to the parties. Licensor shall bear the full cost of an inspection of the Licensee’s records unless a discrepancy of five percent or greater of Royalties due hereunder is discovered by the accountant, in which case Licensee shall bear the full cost of the inspection. Licensee shall bear the full cost of an inspection of the Licensor’s records unless a material deviation in the 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 inspection.

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 Royalties any applicable payments due to Licensor to be computed and verified, which . 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 the Licensee, to the extent necessary for the determination of the accuracy of the reports payments 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 For the confidentiality provisions of this Agreement to the extent reasonably necessary to allow an independent accountant to make such confirmation. For purposes of this Section 6.47.3, any of the six four largest accounting firms in the United States (as of the date of the audit) shall be deemed reasonably acceptable to Licensee, provided that the partiesfirm 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 inspection of the Licensee’s records unless a discrepancy underpayment by Licensee of five percent (5%) or greater of Royalties any applicable royalties due hereunder is discovered by the accountanthereunder, in which case Licensee shall bear the full cost of the inspection. Licensee The provisions of this Section 7.3 shall bear survive any termination or expiration of this Agreement for the full cost limited purpose of an inspection permitting Licensor to verify Licensee’s payment of the Licensor’s records unless a material deviation in correct prices for the payment terms described by 2.2(i) among licensees is discovered by the accountant, in which case Licensor shall bear the full cost quantities of the inspectionMartek Products purchased under this Agreement.

LICENSEE'S RECORDS. Licensee covenants and agrees that, for as long as Royalties are due under this Agreement, that Licensee will keep true and accurate records adequate to permit Royalties due to Licensor to be computed and verifiedverified 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 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 6.46.3, any of the six five largest accounting firms in the United States (as of the date of the audit) shall be deemed reasonably acceptable to Licensee, provided that the partiesfirm 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. Each such inspection shall cover no more than the * calendar years prior to the date of the request for inspection, and Licensor shall be entitled to no more than * such inspection per calendar year, provided that, if an inspection reveals an underpayment by Licensee of * or greater, then the accountant shall also be permitted to inspect such records covering a * calendar year period preceding the * year period of such inspection. Licensor shall bear the full cost of such inspection unless an inspection underpayment by Licensee of the Licensee’s records unless a discrepancy of five percent * or greater of Royalties due hereunder is discovered by the accountant, in which case Licensee shall bear the full cost of the inspection. Licensee shall bear the full cost of an inspection of the Licensor’s records unless a material deviation in the 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 inspection.

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 Royalties any applicable payments due to Licensor to be computed and verified, which . 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 the Licensee, to the extent necessary for the determination of the accuracy of the reports payments 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 For the confidentiality provisions of this Agreement to the extent reasonably necessary to allow an independent accountant to make such confirmation. For purposes of this Section 6.47.3, any of the six four largest accounting firms in the United States (as of the date of the audit) shall be deemed reasonably acceptable to Licensee, provided that the partiesfirm 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 inspection of the Licensee’s records unless a discrepancy underpayment by Licensee of five percent (5%) or greater of Royalties any applicable royalties due hereunder is discovered by the accountanthereunder, in which case Licensee shall bear the full cost of the inspection. Licensee The provisions of this Section 7.3 shall bear survive any termination or expiration of this Agreement for the full cost limited purpose of an inspection permitting Licensor to verify Licensee’s payment of the Licensor’s records unless a material deviation in correct prices for the payment terms described by 2.2(i) among licensees is discovered by the accountant, in which case Licensor shall bear the full cost quantities of the inspectionMartek Products purchased under this Agreement.