Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. For a period […***…], Abbott shall maintain and shall cause its Affiliates and Sublicensees to maintain complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, Neurocrine shall have the right to engage an registered public accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to Abbott, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott and shall take place at the Abbott facility(ies) where such records are maintained. In the event the report reflects an under-payment by Abbott hereunder, Abbott shall promptly (but in no event later than […***…] days after Xxxxxx’x receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott the excess amount. In the event any payment by Abbott shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the audit.

Maintenance of Records; Audit. For a period of […***…], Abbott BI shall maintain and shall cause its Affiliates and Sublicensees sublicensees to maintain complete and accurate books and records in connection with the sale of Collaboration Products hereunder, as necessary to allow the accurate calculation of Royalties and Milestones due hereunder including any records required to calculate any Royalty adjustments reductions hereunder. Once per calendar year, […***…] Neurocrine shall have the right to engage an registered public independent accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to AbbottBI, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott BI records as may be reasonably necessary to determine and/or verify the amount of Royalty and Milestone payments due hereunder for any year ending not more than hereunder. Such examination shall be conducted during BI’s normal business hours, after […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott BI and shall take place at the Abbott BI facility(ies) where such records are maintained. In the event the report reflects there was an under-payment by Abbott BI hereunder, Abbott BI shall promptly (but in no event later than […***…] days after Xxxxxx’x BI’s receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott BI hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott BI the excess amount. In the event any payment by Abbott BI shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott BI will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the such audit.

Maintenance of Records; Audit. For a period […***…]of four (4) Fiscal Years (as defined in Section 7.2(a)) after the end of the relevant Fiscal Year of DSP, Abbott DSP shall maintain and shall cause its Affiliates and Sublicensees sublicensees to maintain complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar yearFiscal Year, Neurocrine (and/or its licensors of technology included within the Neurocrine Technology) shall have the right to engage an registered public independent accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to AbbottDSP, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott DSP records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such requesthereunder. Such examination shall be conducted during Xxxxxx’x DSP’s normal business hours, after at least […***…] thirty (30) days prior written notice to Abbott DSP and shall take place at the Abbott DSP facility(ies) where such records are maintained. In the event the report reflects there was an under-payment by Abbott DSP hereunder, Abbott DSP shall promptly (but in no event later than […***…] thirty (30) days after Xxxxxx’x DSP’s receipt of the independent auditor’s report) make payment to Neurocrine of any short-fallfall unless DSP reasonably disputes such auditor’s findings. In the event that there was an over-payment by Abbott DSP hereunder, DSP may credit the excess amount against future payments due to Neurocrine hereunder unless Neurocrine reasonably disputes such auditor’s findings. In case of dispute on auditor’s findings, DSP’s auditors and Neurocrine’s auditors shall promptly be required to resolve the matter in accordance with generally accepted accounting principles in the Territory within thirty (but in 30) days after the complaining Party notifies the other Party that it disputes such findings (which notice shall be made no event later than […***…] thirty (30) days after Neurocrinethe complaining Party’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott the excess amountsuch report). In the event any payment by Abbott DSP shall prove to have been incorrect by more than […***…] five percent (5%) to Neurocrine’s detriment, Abbott will DSP shall pay the reasonable fees and costs of Neurocrine’s or its licensor’s independent auditor for conducting such audit. In connection with any such audit, the auditauditor shall be permitted to report to the auditing Party only as to the accuracy of the audited Party’s payment reports and compliance with its payment obligations hereunder (provided that the auditor shall be required to provide such report to the audited Party simultaneously). Each Party agrees that the information set forth in (a) the reports required by Section 7.8(b), and (b) the records subject to audit under this Section 7.8(e), (i) shall be the Confidential Information of DSP subject to the confidentiality restrictions set forth in Article Eight hereof and maintained in confidence by Neurocrine, its licensors as applicable and the independent accounting firm; (ii) shall not be used by Neurocrine, its licensors as applicable or such accounting firm for any purpose other than verification of the performance by DSP of its payment obligations hereunder; and (iii) shall not be disclosed by Neurocrine, its licensors as applicable or such accounting firm to any other Person.

Maintenance of Records; Audit. For a period […***…]of four (4) years, Abbott GSK shall maintain and shall cause its Affiliates and Sublicensees sublicensees to maintain complete and accurate books and records in connection with the sale of Collaboration Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, year Neurocrine shall have the right to engage an registered public independent accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to AbbottGSK, at Neurocrine’s 's expense, which shall have the right to examine in confidence the relevant Abbott GSK records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such requesthereunder. Such examination shall be conducted during Xxxxxx’x GSK's normal business hours, after at least […***…] fifteen (15) days prior written notice to Abbott GSK and shall take place at the Abbott facility(iesGSK facility (ies) where such records are maintained. In the event the report reflects there was an under-payment by Abbott GSK hereunder, Abbott GSK shall promptly (but in no event later than […***…] thirty (30) days after Xxxxxx’x GSK's receipt of the independent auditor’s 's report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott GSK hereunder, Neurocrine shall promptly (but in no event later than […***…] thirty (30) days after Neurocrine’s 's receipt of the independent auditor’s 's report so correctly concluding) refund to Abbott GSK the excess amount. In the event any payment by Abbott GSK shall prove to have been incorrect by more than […***…] five percent (5%) to Neurocrine’s 's detriment, Abbott GSK will pay the reasonable fees and costs of Neurocrine’s 's independent auditor for conducting the such audit.