Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. Xxxxxx shall maintain, and shall cause its Affiliates to maintain, at a location in the United States, complete and accurate books and records in such detail as is necessary to accurately calculate the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end of the Calendar Year in which they were generated, or for such longer period as may be required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix shall have the right to have an independent accounting firm reasonably acceptable to Xxxxxx audit and examine the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3. The independent accounting firm will prepare and provide to Salix and Xxxxxx a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were correct or incorrect, and the amounts of any discrepancies. Prior to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event that there was an underpayment or overpayment by Xxxxxx hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountant’s report so concluding) make payment to the other of the amount of such underpayment or overpayment. Salix shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year in excess of the lesser of (i) [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx For a period of [ * ] from the end of the calendar quarter in which the particular sale occurred, Licensee shall maintain, and shall cause require its Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail all material respects in connection with the sale of Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generatedLicensee Royalties due to Teikoku, or for such longer period as may be including any records required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and to calculate any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix shall have the right to have an independent accounting firm reasonably acceptable to Xxxxxx audit and examine the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations royalty adjustments hereunder. [ * ] Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Licensee shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. [ * ] Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending [ * ] provided, however, that Teikoku shall not be permitted to audit the same period of time more than twenty-four (24) months prior to the date of the auditonce. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Licensee may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information confidential information which is to be provided to such accounting firm firm, or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the royalty reports submitted and amounts royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing Teikoku any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. Teikoku agrees to hold in strict confidence all information disclosed to it, except to the auditor extent necessary for Teikoku to enforce its rights under this Agreement or to the extent disclosure is required by law. In the event there was an underpayment by Licensee of amounts owed under this Agreement, Licensee shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. promptly [ * ] In the event that there was an underpayment or overpayment by Xxxxxx Licensee hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Teikoku shall promptly (but in no event later than thirty (30) days after its receipt of [ * ] Teikoku shall bear the independent accountant’s report so concluding) make payment to the other of the amount full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year Licensee and the underreporting amount is in excess [ * ] in which case, Licensee shall bear the full cost of the lesser of (i) [*] percent ([*such audit. [ * ]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx shall maintain, Buyer and shall cause its Affiliates and Seller and its Affiliates will keep and maintain (and will require Sublicensees (or for Seller, sublicensees of the license granted in Section 2.7) to keep and maintain) books, at a location records and accounts in the United Statesconnection with royalty and other payments due pursuant to Sections 2.7 (License Grant by Buyer), complete 2.9 (Royalties) and 2.10 (Sublicense Fees and Milestones) in sufficient detail to permit accurate books and records in determination of all figures necessary for verification of such detail as is necessary to accurately calculate the amounts payable to Salix under Section 3.1payments. Such books books, records and records accounts shall be maintained for a period of at least five (5) 3 years after the end of the Calendar Year calendar year in which they were generated. No more frequently than once during any calendar year, or for each party will have the right, upon at least 10 days’ advance notice, to have a nationally recognized auditor conduct an audit of such longer period as may be required by Applicable Law. Once per each Calendar Year books, records and accounts, during the period commencing on other party’s (or its Affiliates) normal business hours and in a manner as not to unreasonably interfere with the Effective Date other party’s normal business activities. The auditing party’s auditor will execute and ending twenty-four (24) months after deliver to the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix shall have the right to have an independent accounting firm other party a confidentiality agreement reasonably acceptable to Xxxxxx audit and examine the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunderother party. Such audit and examination shall be conducted and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3. The independent accounting firm will prepare and provide to Salix and Xxxxxx a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were correct or incorrect, and the amounts of any discrepancies. Prior to disclosing the results of During any such audit, the other party (and its Affiliates) will (a) supply the auditing party’s auditor shall present Xxxxxx with a preliminary report all the relevant books, records and accounts in the other party’s (or its Affiliate’s) possession or under its control that the auditing party’s auditor may reasonably request and (b) instruct its employees to cooperate with the review and answer fully all relevant inquiries from the auditor. The auditing party will bear the fees and expenses of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In such audit, provided that if the event that there was an audit reveals aggregate underpayment or overpayment by Xxxxxx hereunder, Xxxxxx or Salix, as the other party of at least [*] Confidential treatment requested; certain information omitted and filed separately with during the SECaudited period, such costs will be borne by the other party. case may be, shall Any payment discrepancy correctly identified as a result of an audit under this Section 5.5 will promptly (but in no event later than thirty (30) days after its receipt of be corrected by a payment from the independent accountant’s report so concluding) make payment other party to the other auditing party of an underpaid amount, plus interest as provided for in Section 2.18 (Payment Provisions Generally), or a credit against future payments for an overpaid amount. Buyer and its Affiliates shall obtain the amount of right to audit its Sublicensees so that it can provide such underpayment or overpayment. Salix shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx information as is required to confirm the payments owed to Seller hereunder with respect to any Calendar Year in excess of the lesser of (i) [*] percent ([*]%) of such Sublicensees to any auditor conducting an audit in accordance with the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxxforegoing.

Maintenance of Records; Audit. Xxxxxx (a) For a period of two (2) years, Endo shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generated, or for such longer period as Royalties due to EpiCept and any one-time bonus that may be due to EpiCept pursuant to Section 4.2(b)(3) above, including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix EpiCept shall have the right right, at its sole expense, to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Endo, which shall have the right to examine in confidence the relevant books and Endo records as may be reasonably necessary to determine and/or verify the amount of Royalty payments and/or one-time bonuses due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Endo shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) days prior written notice to Endo, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four twelve (2412) months prior to the date of request; provided that EpiCept shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Endo may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Endo) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.35.5. The EpiCept independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty and Net Sales reports submitted and the amounts paid pursuant by Endo to Section 3.2 were EpiCept are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing EpiCept any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. EpiCept agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for EpiCept to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identified. if disclosure is required by law. (b) In the event that there was an underpayment or overpayment by Xxxxxx Endo hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Endo shall promptly (but in no event later than thirty (30) days after its Endo's receipt of the independent accountant’s auditor's report so correctly concluding) either make payment to EpiCept of any shortfall or proceed to the dispute resolution mechanism set forth in Section 5.5(c). In the event that there was an overpayment by Endo hereunder, EpiCept shall promptly inform Endo of such fact and promptly (but in no event later than thirty (30) days after EpiCept's receipt of the independent auditor's report so correctly concluding) refund to Endo the excess amount or proceed to the dispute resolution mechanism set forth in Section 5.5(c). (c) In the event that the Parties do not agree on the amount of any overpayment or underpayment, within ten (10) business days each Party shall select an independent public accounting firm which firms shall meet and discuss the amount in dispute and other related matters within ten (10) business days thereafter (each Party shall pay the costs of its own accounting firm). If such independent public accounting firms cannot agree on a resolution mutually agreeable to the Parties, such independent public accounting firms shall, within ten (10) business days after such conclusion, appoint a third independent public accounting firm which shall resolve the issue within ten (10) business days after its selection and the Parties shall equally share the costs of such accounting firm. The recommendation of the third independent public accounting firm shall be final and binding upon the Parties. A judgment on such firm's disposition may be entered in any court having jurisdiction over the Parties. In addition, if in the final disposition of such matter, the amount of underpayment by Endo is either (a) more than *** of the amount which should have been paid to EpiCept pursuant to this Agreement with respect to the period in question as a result of such underpayment incorrect reporting or overpayment. Salix calculation by Endo or (b) due to Endo incorrectly reporting or calculating the Net Sales of the Endo BP Product above Endo Baseline Sales by more than ***, then, in either case, Endo shall bear all also reimburse EpiCept for its documented reasonable out-of-pocket costs and expenses incurred in connection with resolving such matter through the retention of such accounting firms (including, without limitation, fees of attorneys, accountants and other professionals). Further, if in the final disposition of such matter, the amount of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx Endo is more than *** of the amount which should have been paid to EpiCept pursuant to this Agreement with respect to any Calendar Year the period in excess question as a result of the lesser of (i) [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*])incorrect reporting or calculation by Endo, all then EpiCept shall also reimburse Endo for its documented reasonable out-of-pocket costs and expenses incurred in connection with resolving such matter through the retention of the auditsuch accounting firms (including, including the expenses without limitation, fees of the independent accounting firmattorneys, shall be borne accountants and promptly paid by Xxxxxxother professionals).

Maintenance of Records; Audit. Xxxxxx For a period of two (2) years from the end of the calendar quarter in which the particular sale occurred, Inspire shall maintain, and shall cause require its Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Inspire Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generatedInspire Royalties due to InSite, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix InSite shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Inspire, which shall have the right to examine in confidence the relevant books and records of Inspire as may be reasonably necessary to determine and/or or verify the amount of royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Inspire shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) Business Days prior written notice to Inspire, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months prior to the date of request; provided, however, that InSite shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Inspire may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Inspire) as to any Confidential Information confidential information which is to be provided to such accounting firm firm, or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the royalty reports submitted and amounts royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing InSite any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. InSite agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for InSite to enforce its findings and provide Xxxxxx with an opportunity rights under this Agreement or to respond to any questions raised or issues identifiedthe extent disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx hereunderInspire of amounts owed under this Agreement, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Inspire shall promptly (but in no event later than thirty (30) days after its Inspire’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to InSite of any shortfall. In the other event that there was an overpayment by Inspire hereunder, InSite shall promptly (but in no event later than thirty (30) days after InSite’s receipt of the amount independent auditor’s report so correctly concluding) refund to Inspire or credit to future royalties, at Inspire’s election, the excess amount. InSite shall bear the full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Inspire of the lesser of (i) [*] more than ten percent ([*]10%) of the aggregate amount of royalties in any twelve (12) month period, in which case, Inspire shall bear the full cost of such audit. Upon the expiration of twenty four (24) months following the end of any Inspire fiscal year, the calculation of royalties payable with respect to such year will be binding and conclusive upon InSite except with respect to any audit then underway, and except for fraud or misrepresentation, Inspire and its Affiliates will be released from any liability or accountability with respect to royalties for such fiscal year. In addition, Inspire shall maintain and permit Pfizer to audit books and records in connection with sales of Inspire Licensed Products in the same manner and to the same extent that InSite is required to be paid maintain and permit audits of InSite’s books and records with respect to such sales under Section 3.1 and (ii4(c) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by XxxxxxPfizer Agreement.

Maintenance of Records; Audit. Xxxxxx 10.1 Members of Licensee’s Group shall maintainkeep complete, accurate and shall cause its Affiliates up-to-date records relating to maintainthe use and distribution of Information and to the associated Operational Controls, at a location in sufficient to demonstrate compliance with the United States, complete Agreement and accurate books and records in such detail as is necessary to accurately calculate the amounts identify all sums payable to Salix BHB in accordance with the Agreement. Where applicable, Licensee shall require Subscribers to maintain similar records. All records required to be maintained under Section 3.1. Such books and records this Agreement shall be maintained for a minimum of three (3) years and made available to BHB upon request for audit inspection. 10.2 BHB and its auditor(s) shall have the right during the term of the Agreement and for a period of at least five two (52) years after afterwards, to visit the end premises of members of Licensee’s Group and Subscribers during normal business hours and during or in preparation for any such audit visit to obtain access to and inspect systems, controls, books and records, insofar as they relate to the distribution of the Calendar Year in which they were generatedInformation, or for such longer period as may be required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term related Operational Controls and any applicable selloff period under Section 11.9 are finally reconciled sums payable to BHB. BHB shall provide notice of audits and conduct all audits in accordance with Section 1.38XXX Appendix 3. BHB and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of the audit. 10.3 The purpose of the audit, Salix unless otherwise agreed in advance, shall be to verify compliance by the audited parties with the Agreement. BHB and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit. 10.4 Licensee shall ensure full co-operation by members of Licensee’s Group and Subscribers with the preparation and completion of any audit permitted under this Agreement. XXX agrees to conduct the audit in such a way as to conform to any reasonable requirements of any audited party that are necessary to protect the confidentiality of records to be inspected in the course of the audit. 10.5 If an audit reveals unauthorized use, or a lack of records or failure of Operational Controls, but the amount of underreported Fees and Charges cannot be established with reasonable certainty or agreed between the parties in accordance with the procedures described in XXX Appendix 3, BHB reserves the right to (i) bill an audit settlement amount based on BHB’s own reasonable estimate or (ii) appoint an independent professional auditor to assess or estimate the amount owed to BHB and in this event the parties agree to accept the assessment and/or reasonable estimate of the appointed auditor. Licensee shall have the right to have an independent accounting firm reasonably acceptable to Xxxxxx audit and examine terminate this Agreement within 30 days of payment in accordance with the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3. The independent accounting firm will prepare and provide to Salix and Xxxxxx a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were correct or incorrect, and the amounts Agreement of any discrepancies. Prior to disclosing audit settlement based on a BHB estimate or the results assessment and/or estimate of an appointed independent professional auditor. 10.6 If an audit reveals any such audit, underpayment in fees due under the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event Agreement by Licensee that there was an underpayment or overpayment by Xxxxxx hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountant’s report so concluding) make payment to the other of the amount of such underpayment or overpayment. Salix shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year in excess of the lesser of (i) [*] exceeds ten percent ([*]10%) of the aggregate amount required to be total paid under Section 3.1 and (ii) [*] dollars ($[*])by Licensee for the period covered by the audit, all Licensee shall bear the reasonable costs and expenses of the audit, including the expenses cost of the any assessment or estimate provided by an independent accounting firm, shall be borne and promptly paid by Xxxxxxprofessional auditor in accordance with Clause 10.5.

Maintenance of Records; Audit. Xxxxxx For a period of two (2) years from the end of the calendar quarter in which the particular sale occurred, Cornerstone shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Product by Cornerstone, its Affiliates and sublicensees, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generatedRoyalties due to Neos, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix Neos shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Cornerstone, which shall have the right to examine in confidence the relevant books and records of Cornerstone as may be reasonably necessary to determine and/or or verify the amount of payments the Royalties due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted during normal business hours, after at least fifteen (15) Business Days prior written notice to Cornerstone and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours place at the Cornerstone’s facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months prior to the date of request; provided that Neos shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Cornerstone may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Cornerstone) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.38.4. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing Neos any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. Neos agrees to hold in strict confidence all information disclosed to it by such accounting firm, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for Neos to enforce its findings and provide Xxxxxx with an opportunity rights under this Agreement or to respond to any questions raised or issues identifiedthe extent disclosure is required by Law. In the event that there was an underpayment or overpayment by Xxxxxx hereunderCornerstone of amounts owed under this Agreement, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Cornerstone shall promptly (but in no event later than thirty (30) days after its Cornerstone’s receipt of the [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. independent auditor’s report) make payment to Neos of any shortfall. In the event that there was an overpayment by Cornerstone hereunder, Neos shall promptly (but in no event later than thirty (30) days after Neos’ receipt of the independent accountantauditor’s report so concludingreport) make payment refund to Cornerstone or credit to future royalties, at Cornerstone’s election, the other of excess amount. Neos shall bear the amount full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Cornerstone of the lesser of (i) more than [***] percent ([***]%) of the aggregate amount required to be paid under Section 3.1 and of Royalties in any twelve (ii12) [*] dollars ($[*])month period, all costs and expenses in which case, Cornerstone shall bear the full cost of the such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx For a period of ***** (*****) *****, Aventis shall keep and maintain, and shall cause require its respective Affiliates and sublicensees to keep and maintain, at a location in the United States, such accurate and complete and accurate books and records in such detail connection with the sale of Products hereunder, as is are necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with generally accepted accounting principles of the Calendar Year in which they were generatedRoyalties due to ImmunoGen, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once ***** per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38*****, Salix ImmunoGen shall have the right to have engage an independent certified public accounting firm of nationally recognized standing and reasonably acceptable to Xxxxxx audit and Aventis, which shall have the right to examine in confidence the relevant books and records of Aventis and its respective Affiliates and sublicensees as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Aventis shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least ***** (*****) ***** prior written notice to Aventis, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four ***** (24*****) months ***** prior to the date of request; provided, that, ImmunoGen shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Aventis may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx each of the Parties) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The ImmunoGen independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of specific details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing ImmunoGen any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. ImmunoGen agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for ImmunoGen to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identifiedif disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx Aventis hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Aventis shall promptly (but in no event later than thirty ***** (30*****) days ***** after its such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to ImmunoGen of any shortfall. In the other event that there was an overpayment by Aventis hereunder, ImmunoGen shall promptly (but in no event later than ***** (*****) ***** after ImmunoGen’s receipt of the amount independent auditor’s report so correctly concluding) refund to Aventis the excess amount. ***** shall bear the ***** of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Aventis of the lesser of more than ***** (i) [*] percent ([*]%***) of the aggregate amount required to be paid under Section 3.1 and of Royalties in any ***** (ii*****) [*] dollars ($[*])*** period, in which case, Aventis shall reimburse ImmunoGen for all costs incurred by ImmunoGen in connection with such examination and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx For a period of [***]([***])[***], Aventis shall keep and maintain, and shall cause require its respective Affiliates and sublicensees to keep and maintain, at a location in the United States, such accurate and complete and accurate books and records in such detail connection with the sale of Products hereunder, as is are necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with generally accepted accounting principles of the Calendar Year in which they were generatedRoyalties due to ImmunoGen, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38[***]per[***], Salix ImmunoGen shall have the right to have engage an independent certified public accounting firm of nationally recognized standing and reasonably acceptable to Xxxxxx audit and Aventis, which shall have the right to examine in confidence the relevant books and records of Aventis and its respective Affiliates and sublicensees as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Aventis shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least [***]([***]) [***]prior written notice to Aventis, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four [***](24[***]) months [***]prior to the date of request; provided, that, ImmunoGen shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Aventis may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx each of the Parties) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The ImmunoGen independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of specific details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing ImmunoGen any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. ImmunoGen agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for ImmunoGen to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identifiedif disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx Aventis hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Aventis shall promptly (but in no event later than thirty [***](30[***]) days [***]after its such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to ImmunoGen of any shortfall. In the other event that there was an overpayment by Aventis hereunder, ImmunoGen shall promptly (but in no event later than [***]([***]) [***]after ImmunoGen’s receipt of the amount independent auditor’s report so correctly concluding) refund to Aventis the excess amount. [***]shall bear the [***]of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Aventis of the lesser of (i) more than [*] percent **]([***]%) of the aggregate amount required to be paid under Section 3.1 and of Royalties in any [***](ii[***]) [*] dollars ($[**])period, in which case, Aventis shall reimburse ImmunoGen for all costs incurred by ImmunoGen in connection with such examination and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx (a) For a period of three (3) years, ALCiS shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generatedRoyalties due to BioZone, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix BioZone shall have the right right, at its sole expense, to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and ALCiS, which shall have the right to examine in confidence the relevant books and ALCiS records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunderRoyalty payments. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and ALCiS shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) days prior written notice to ALCiS, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four three (243) months years prior to the date of request; provided that BioZone shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx ALCiS may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx ALCiS) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3Section. The BioZone’s independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty and Net Sales reports submitted and the amounts paid pursuant by ALCiS to Section 3.2 were BioZone are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing BioZone any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. BioZone agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for BioZone to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identified. if disclosure is required by law. (b) In the event that there was an underpayment or overpayment by Xxxxxx ALCiS hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, ALCiS shall promptly (but in no event later than thirty (30) days after its ALCiS’ receipt of the independent accountantauditor’s report so correctly concluding) either make payment to BioZone of any shortfall or proceed to the other dispute resolution mechanism set forth below. In the event that there was an overpayment by ALCiS hereunder, BioZone shall promptly inform ALCiS of such fact and promptly (but in no event later than thirty (30) days after BioZone’s receipt of the independent auditor’s report so correctly concluding) refund to ALCiS the excess amount or proceed to the dispute resolution mechanism set forth below. In the event that a shortfall of the great of either 3% or $5,000 exists, ALCiS shall pay the reasonable costs of such independent auditor. (c) In the event that the Parties do not agree on the amount of any overpayment or underpayment, within ten (10) business days each Party shall select an independent public accounting firm which firms shall meet and discuss the amount in dispute and other related matters within ten (10) business days thereafter (each Party shall pay the costs of its own accounting firm). If such underpayment or overpaymentindependent public accounting firms cannot agree on a resolution mutually agreeable to the Parties, such independent public accounting firms shall, within ten (10) business days after such conclusion, appoint a third independent public accounting firm which shall resolve the issue within ten (10) business days after its selection and the Parties shall equally share the costs of such accounting firm. Salix shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year in excess The recommendation of the lesser of (i) [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the third independent public accounting firm, firm shall be borne final and promptly paid by Xxxxxxbinding upon the Parties. A judgment on such firm’s disposition may be entered in any court having jurisdiction over the Parties.

Maintenance of Records; Audit. Xxxxxx Distributor shall maintain, and shall cause require its Affiliates to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the handling, sale, and distribution of all Products hereunder, as is necessary to accurately calculate allow the accurate calculation consistent with generally accepted accounting principles of the amounts payable due to Salix under Section 3.1. Such Manufacturer, the reporting obligations contemplated herein, and compliance with the terms of this Agreement, and Distributor shall maintain such books and records shall be maintained for a period of at least five (5) years [***] after the end of the Calendar Year calendar year in which they were generated, or for such longer period as may be required by Applicable Lawlaw. Once per each Calendar Year calendar year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38Term, Salix Manufacturer shall have the right to have engage an *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. independent accounting firm reasonably acceptable to Xxxxxx audit and Distributor, at Manufacturer’s expense, which shall have the right to examine in confidence the relevant books and records as may be reasonably necessary to determine and/or or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunderhereof. Such audit and examination accounting firm shall be conducted and shall take placeconduct such examination, and Xxxxxx shall, and Distributor shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months [***] prior to the date of request; provided that Manufacturer shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Distributor may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Distributor) as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3Section. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of any discrepancies. Prior to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event that If there was an underpayment or overpayment by Xxxxxx Distributor hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Distributor shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountantauditor’s report so concluding) make payment to the other Manufacturer of any shortfall by wire transfer in U.S. dollars, including interest calculated in accordance with Section 3.9. If there was an overpayment by Distributor hereunder, Manufacturer shall promptly (but in no event later than thirty (30) days after Manufacturer’s receipt of the independent auditor’s report so concluding) refund to Distributor the excess amount of such underpayment or overpaymentby wire transfer in U.S. dollars. Salix shall bear all costs and expenses In the event of any such audit, except that if underpayment by Distributor resulting in a cumulative discrepancy during any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year calendar year in excess of the lesser greater of (i) [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and 5% or (ii) [*] one hundred thousand dollars ($[*]100,000.00), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by XxxxxxDistributor.

Maintenance of Records; Audit. Xxxxxx For a period of three (3) years, Adolor shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with generally accepted accounting principles of the Calendar Year in which they were generatedRoyalties due to EpiCept, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix EpiCept shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Adolor, which shall have the right to examine in confidence the relevant books and Adolor records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Adolor shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) days prior written notice to Adolor, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twentythirty-four six (2436) months prior to the date of request; provided that EpiCept shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Adolor may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Adolor) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The EpiCept independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing EpiCept any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. EpiCept agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for EpiCept to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identifiedif disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx Adolor hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Adolor shall promptly (but in no event later than thirty (30) days after its such Party's receipt of the independent accountant’s auditor's report so correctly concluding) make payment to EpiCept of any shortfall. In the other event that there was an overpayment by Adolor hereunder, EpiCept shall promptly (but in no event later than thirty (30) days after EpiCept's receipt of the amount independent auditor's report so correctly concluding) refund to Adolor or credit to future royalties, at Adolor's election, the excess amount. EpiCept shall bear the full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Adolor of the lesser of (i) [more than *] percent ([*]%) * of the aggregate amount required to be paid under Section 3.1 and of Royalties in any twelve (ii12) [*] dollars ($[*])month period, all costs and expenses in which case, Adolor shall bear the full cost of the such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx Distributor shall maintain, and shall cause require its Affiliates and permitted Third Parties to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the handling, sale, and distribution of all Products hereunder, as is necessary to accurately calculate allow the accurate calculation consistent with U.S. generally accepted accounting principles of the amounts payable due to Salix under Section 3.1. Such Manufacturer, the reporting obligations contemplated herein, and compliance with the terms of this Agreement, and Distributor shall maintain such books and records shall be maintained for a period of at least five (5) years [**] after the end of the Calendar Year calendar year in which they were generated, or for such longer period as may be required by Applicable Law. Once Subject to Section 10.4, no more than once per each Calendar Year calendar year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38Term, Salix Manufacturer shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Distributor, at Manufacturer’s expense, which shall have the right to examine the relevant in confidence such books and records as may be reasonably necessary to determine and/or or verify the amount of payments due hereunder under this Agreement and Xxxxxx’x compliance with its the obligations hereunderhereof. Such audit and examination accounting firm shall be conducted and shall take placeconduct such examination, and Xxxxxx shall, and Distributor shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are customarily maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) [**] months prior to the date of request, except that Manufacturer shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Distributor may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement (in reasonable form and substance reasonably acceptable to Xxxxxx substance) as to any Confidential Information of Distributor which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3Section. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of any discrepancies. Prior to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event that If there was an underpayment or overpayment by Xxxxxx Distributor hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Distributor shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountantauditor’s report so concluding) make payment to the other Manufacturer of any shortfall by wire transfer in U.S. dollars, plus interest on the amount of such underpayment or overpaymentshortfall calculated at the Applicable Rate from the date such payment should have been made to the date the shortfall is paid. Salix If there was an overpayment by Distributor hereunder, Manufacturer shall bear all costs and expenses promptly (but in no event later than thirty (30) days after Manufacturer’s receipt of the independent auditor’s report so concluding) refund to Distributor the excess amount by wire transfer in U.S. dollars. In the event of any such audit, except that if underpayment by Distributor resulting in a cumulative discrepancy during any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year calendar year in excess of the lesser of (i) greater [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by XxxxxxDistributor.

Maintenance of Records; Audit. Xxxxxx Distributor shall maintain, and shall cause require its Affiliates to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the handling, sale, and distribution of all Products hereunder, as is necessary to accurately calculate allow the accurate calculation consistent with generally accepted accounting principles of the amounts payable due to Salix under Section 3.1. Such Manufacturer, the reporting obligations contemplated herein, and compliance with the terms of this Agreement, and Distributor shall maintain such books and records shall be maintained for a period of at least five (5) years [***] after the end of the Calendar Year calendar year in which they were generated, or for such longer period as may be required by Applicable Lawlaw. Once per each Calendar Year calendar year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38Term, Salix Manufacturer shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Distributor, at Manufacturer’s expense, which shall have the right to examine in confidence the relevant books and records as may be reasonably necessary to determine and/or or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunderhereof. Such audit and examination accounting firm shall be conducted and shall take placeconduct such examination, and Xxxxxx shall, and Distributor shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months [***] prior to the date of request; provided that Manufacturer shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Distributor may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Distributor) as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3Section. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of any discrepancies. Prior to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event that If there was an underpayment or overpayment by Xxxxxx Distributor hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Distributor shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountantauditor’s report so concluding) make payment to the other Manufacturer of any shortfall by wire transfer in U.S. dollars, including interest calculated in accordance with Section 3.9. If there was an overpayment by Distributor hereunder, Manufacturer shall promptly (but in no event later than thirty (30) days after Manufacturer’s receipt of the independent auditor’s report so concluding) refund to Distributor the excess amount of such underpayment or overpaymentby wire transfer in U.S. dollars. Salix shall bear all costs and expenses In the event of any such audit, except that if underpayment by Distributor resulting in a cumulative discrepancy during any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year calendar year in excess of the lesser greater of (i) [***] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and or (ii) [*] dollars ($[**]), all costs and expenses of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by XxxxxxDistributor. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Maintenance of Records; Audit. Xxxxxx For a period of two (2) years after the date of the invoice, CollaGenex shall maintain, and shall cause require its respective Affiliates to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with generally accepted accounting principles of the Calendar Year in which they were generatedroyalties and Sublicense Income payments due to Skold, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix Skold shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and CollaGenex, which shall have the right to examine in confidence the relevant books and CollaGenex records as may be reasonably necessary to determine and/or verify the amount of royalties and Sublicense Income payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and CollaGenex shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) days prior written notice to CollaGenex, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months prior to the date of request; provided that Skold shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx CollaGenex may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx CollaGenex) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The Skold independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the royalties and Sublicense Income payment reports submitted and amounts royalties and Sublicense Income payments paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing Skold any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. Skold agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for Skold to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identifiedif disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx CollaGenex hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, CollaGenex shall promptly (but in no event later than thirty (30) days after its such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to Skold of any shortfall. In the other event that there was an overpayment by CollaGenex hereunder, Skold shall promptly (but in no event later than thirty (30) days after Skold’s receipt of the amount independent auditor’s report so correctly concluding) refund to CollaGenex or credit to future royalties, at CollaGenex’s election, the excess amount. Skold shall bear the full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess CollaGenex of the lesser of (i) [*] more than ten percent ([*]10%) of the aggregate amount required to be paid under Section 3.1 of royalties and Sublicense Income payments in any twelve (ii12) [*] dollars ($[*])month period, all costs and expenses in which case, CollaGenex shall bear the full cost of the such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx For a period of three (3) years, Adolor shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in such detail connection with the sale of Licensed Products hereunder, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with generally accepted accounting principles of the Calendar Year in which they were generatedRoyalties due to EpiCept, or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38calendar year, Salix EpiCept shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Adolor, which shall have the right to examine in confidence the relevant books and Adolor records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and Adolor shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) days prior written notice to Adolor, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twentythirty-four six (2436) months prior to the date of request; provided that EpiCept shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Adolor may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Adolor) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The EpiCept independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the Royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing EpiCept any information learned in the results course of such audit other than the amount of any such auditdiscrepancies. EpiCept agrees to hold in strict confidence all information disclosed to it, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for EpiCept to enforce its findings and provide Xxxxxx with an opportunity to respond to any questions raised rights under this Agreement or issues identifiedif disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx Adolor hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Adolor shall promptly (but in no event later than thirty (30) days after its such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to EpiCept of any shortfall. In the other event that there was an overpayment by Adolor hereunder, EpiCept shall promptly (but in no event later than thirty (30) days after EpiCept’s receipt of the amount independent auditor’s report so correctly concluding) refund to Adolor or credit to future royalties, at Adolor’s election, the excess amount. EpiCept shall bear the full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess Adolor of the lesser of (i) more than [**] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and of Royalties in any twelve (ii12) [*] dollars ($[*])month period, all costs and expenses in which case, Adolor shall bear the full cost of the such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx Members of Licensee’s Group shall maintainkeep complete, accurate and shall cause its Affiliates up-to-date records relating to maintainthe use and distribution of Information and to the associated Operational Controls, at a location in sufficient to demonstrate compliance with the United States, complete Agreement and accurate books and records in such detail as is necessary to accurately calculate the amounts identify all sums payable to Salix BHB in accordance with the Agreement. Where applicable, Licensee shall require Subscribers to maintain similar records. All records required to be maintained under Section 3.1. Such books and records this Agreement shall be maintained for a minimum of three (3) years and made available to BHB upon request for audit inspection. BHB and its auditor(s) shall have the right during the term of the Agreement and for a period of at least five two (52) years after afterwards, to visit the end premises of members of Licensee’s Group and Subscribers during normal business hours and during or in preparation for any such audit visit to obtain access to and inspect systems, controls, books and records, insofar as they relate to the distribution of the Calendar Year in which they were generatedInformation, or for such longer period as may be required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term related Operational Controls and any applicable selloff period under Section 11.9 are finally reconciled sums payable to BHB. BHB shall provide notice of audits and conduct all audits in accordance with Section 1.38XXX Appendix 3. BHB and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of the audit. The purpose of the audit, Salix unless otherwise agreed in advance, shall be to verify compliance by the audited parties with the Agreement. BHB and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit. Licensee shall ensure full co-operation by members of Licensee’s Group and Subscribers with the preparation and completion of any audit permitted under this Agreement. XXX agrees to conduct the audit in such a way as to conform to any reasonable requirements of any audited party that are necessary to protect the confidentiality of records to be inspected in the course of the audit. If an audit reveals unauthorized use, or a lack of records or failure of Operational Controls, but the amount of underreported Fees and Charges cannot be established with reasonable certainty or agreed between the parties in accordance with the procedures described in XXX Appendix 3, BHB reserves the right to (i) bill an audit settlement amount based on BHB’s own reasonable estimate or (ii) appoint an independent professional auditor to assess or estimate the amount owed to BHB and in this event the parties agree to accept the assessment and/or reasonable estimate of the appointed auditor. Licensee shall have the right to have an independent accounting firm reasonably acceptable to Xxxxxx audit and examine terminate this Agreement within 30 days of payment in accordance with the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3. The independent accounting firm will prepare and provide to Salix and Xxxxxx a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were correct or incorrect, and the amounts Agreement of any discrepanciesaudit settlement based on a BHB estimate or the assessment and/or estimate of an appointed independent professional auditor. Prior to disclosing If an audit reveals any underpayment in fees due under the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event Agreement by Licensee that there was an underpayment or overpayment by Xxxxxx hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, shall promptly (but in no event later than thirty (30) days after its receipt of the independent accountant’s report so concluding) make payment to the other of the amount of such underpayment or overpayment. Salix shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year in excess of the lesser of (i) [*] exceeds ten percent ([*]10%) of the aggregate amount required to be total paid under Section 3.1 and (ii) [*] dollars ($[*])by Licensee for the period covered by the audit, all Licensee shall bear the reasonable costs and expenses of the audit, including the expenses cost of the any assessment or estimate provided by an independent accounting firm, shall be borne and promptly paid by Xxxxxxprofessional auditor in accordance with Clause 10.5.

Maintenance of Records; Audit. Xxxxxx For a period of three (3) years from the end of the calendar quarter in which the particular sale occurred, each Party shall maintain, and shall cause require its respective Affiliates and sublicensees to maintain, at a location in the United States, complete and accurate books and records in connection with the sale of Subject Products hereunder by such detail Party, its Affiliates and sublicensees, as is necessary to accurately calculate allow the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end accurate calculation consistent with GAAP of the Calendar Year in which they were generatedInspire Royalties due to Faes or the Faes Royalties due to Inspire (as the case may be), or for such longer period as may be including any records required by Applicable Lawto calculate any royalty adjustments hereunder. Once per calendar year, each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix Party shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and the other Party, which shall have the right to examine in confidence the relevant books and records of the other Party as may be reasonably necessary to determine and/or or verify the amount of royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take placeconducted, and Xxxxxx shall, and each such Party shall cause make its Affiliates to, make such books and records available, during normal business hours hours, after at least fifteen (15) Business Days prior written notice to the Party to be audited, as applicable, and shall take place at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) months prior to the date of request; provided that a Party shall not be permitted to audit the auditsame period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx the Party to be audited may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx such Party) as to any Confidential Information confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.3paragraph. The independent accounting firm will prepare and provide to Salix and Xxxxxx each Party a written report stating only whether the royalty reports submitted and amounts royalties paid pursuant to Section 3.2 were are correct or incorrect, incorrect and the amounts of details concerning any discrepancies. Prior Such accounting firm may not reveal to disclosing the results auditing Party any information learned in the course of such audit other than the amount of any such auditdiscrepancies. The auditing Party agrees to hold in strict confidence all information disclosed to it by such accounting firm, except to the auditor shall present Xxxxxx with a preliminary report of extent necessary for the auditing Party to enforce its findings and provide Xxxxxx with an opportunity rights under this Agreement or to respond to any questions raised or issues identifiedthe extent disclosure is required by law. In the event that there was an underpayment or overpayment by Xxxxxx hereunderthe audited Party of amounts owed under this Agreement, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, audited Party shall promptly (but in no event later than thirty (30) days after its the audited Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to the other auditing Party of any shortfall together with interest as required under Section 5.9. In the event that there was an overpayment by the audited Party hereunder, the auditing Party shall promptly (but in no event later than thirty (30) days after the auditing Party’s receipt of the independent auditor’s report so correctly concluding) refund to the audited Party or credit to future royalties, at the audited Party’s election, the excess amount together with interest as required under Section 5.9. The auditing Party shall bear the full cost of such underpayment or overpayment. Salix shall bear all costs and expenses of any audit unless such audit, except that if any audit discloses an underpayment or overpayment underreporting by Xxxxxx with respect to any Calendar Year in excess the audited Party of the lesser of (i) [*] more than five percent ([*]5%) of the aggregate amount required to be paid under Section 3.1 and of royalties in any twelve (ii12) [*] dollars ($[*])month period, all costs and expenses in which case, the audited Party shall bear the full cost of the such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.

Maintenance of Records; Audit. Xxxxxx For a period of three (3) years, Wyeth-Ayerst shall maintain, maintain and shall cause its Affiliates and sublicensees to maintain, at a location in the United States, maintain complete and accurate books and records in such detail connection with the sale of Collaboration Products hereunder, as is necessary to accurately allow the accurate calculation of Royalties due hereunder including any records required to calculate the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end of the Calendar Year in which they were generated, or for such longer period as may be required by Applicable Lawany Royalty adjustments hereunder. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix calendar year Neurocrine shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Wyeth-Ayerst, at Neurocrine's expense, which shall have the right to examine in confidence the relevant books and Wyeth-Ayerst records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted during Wyeth-Ayerst's normal business hours, after at least fifteen (15) days prior written notice to Wyeth-Ayerst and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours place at the Wyeth-Ayerst facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twentythirty-four six (2436) months prior to the date of the auditrequest. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Wyeth-Ayerst may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Wyeth-Ayerst) as to any Confidential Information of Wyeth-Ayerst's, its Affiliates or sublicensees' confidential information which is to be provided to such accounting firm or to which such accounting firm will have access access, while conducting the audit under this Section 3.39.5 (e). The Neurocrine independent accounting firm will prepare and provide to Salix both Neurocrine and Xxxxxx Wyeth-Ayerst a written report stating disclosing only whether the Royalty reports submitted and amounts Royalties paid pursuant to Section 3.2 were by Wyeth-Ayerst are correct or incorrect, incorrect and the amounts of specific details concerning any discrepancies. Prior No other information shall be provided to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identifiedNeurocrine. In the event that there was an underpayment or overpayment under-payment by Xxxxxx Wyeth-Ayerst hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Wyeth-Ayerst shall promptly (but in no event later than thirty (30) days after its Wyeth-Ayerst's receipt of the independent accountant’s auditor's report so correctly concluding) make payment to the other of the amount of such underpayment or overpayment. Salix shall bear all costs and expenses Neurocrine of any such auditshort-fall. In the event that there was an over-payment by Wyeth-Ayerst hereunder, except that if any audit discloses an underpayment or overpayment by Xxxxxx with respect to any Calendar Year Neurocrine shall promptly (but in excess of the lesser of no event later than thirty (i30) [*] percent ([*]%) of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the audit, including the expenses days after Neurocrine's receipt of the independent accounting firmauditor's report so correctly concluding) refund to Wyeth-Ayerst the excess amount. In the event any payment by Wyeth-Ayerst shall prove to have been incorrect by more than seven and one-half percent (7.5%) to Neurocrine's detriment, shall be borne Wyeth-Ayerst will pay the reasonable fees and promptly paid by Xxxxxxcosts of Neurocrine's independent auditor for conducting such audit.

Maintenance of Records; Audit. Xxxxxx For a period of [**] years, Censa shall maintain, maintain and shall cause its Affiliates and sublicensees to maintain, at a location in the United States, maintain complete and accurate books and records in such detail connection with the sale of the Product, as is necessary to accurately allow the accurate calculation of royalties due hereunder including any records required to calculate the amounts payable to Salix under Section 3.1any royalty adjustments hereunder. Such books and records shall be maintained for a period of at least five (5) years after the end of the Calendar Year in which they were generated[**] per calendar year, or for such longer period as may be required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix Shiratori shall have the right to have engage an independent accounting firm reasonably acceptable to Xxxxxx audit and Censa, at Shiratori’s expense, which shall have the right to examine in confidence the relevant books and Censa records as may be reasonably necessary to determine and/or verify the amount of royalty payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted during Censa’s normal business hours, after at least [**] days' prior written notice to Censa and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours place at the Censa’s facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year year ending not more than twenty-four (24) [**] months prior to the date of the auditrequest. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx Censa may require such independent accounting firm and its personnel involved in such audit audit, to sign a customary confidentiality agreement (in form and substance reasonably acceptable to Xxxxxx Censa) as to any Confidential Information of the confidential information of Censa, its Affiliates or sublicensees which is to be provided to such accounting firm or to which such accounting firm will shall have access access, while conducting the audit under this Section 3.3Section. The Shiratori’s independent accounting firm will shall prepare and provide to Salix both Shiratori and Xxxxxx Censa a written report stating disclosing only whether the royalty reports submitted and amounts royalties paid pursuant to Section 3.2 were by Censa are correct or incorrect, incorrect and the amounts of specific details concerning any discrepancies. Prior No other information shall be provided to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identifiedShiratori. In the event that there was an underpayment or overpayment by Xxxxxx Censa hereunder, Xxxxxx or Salix, as the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. case may be, Censa shall promptly (but in no event later than thirty (30) [**] days after its Censa’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to Shiratori of any shortfall. In the other event that there was an overpayment by Censa hereunder, Shiratori shall promptly (but in no event later than [**] days after Shiratori’s receipt of the amount of such underpayment or overpaymentindependent auditor’s report so correctly concluding) refund to Censa the excess amount. Salix In the event any payment by Censa shall bear all costs and expenses of any such audit, except that if any audit discloses an underpayment or overpayment prove to have been incorrect by Xxxxxx with respect to any Calendar Year in excess of the lesser of (i) more than [**] percent ([**]%) to Shiratori’s detriment, Censa shall pay the reasonable fees and costs of the aggregate amount required to be paid under Section 3.1 and (ii) [*] dollars ($[*]), all costs and expenses of the Shiratori’s independent auditor for conducting such audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Xxxxxx.