Common use of Maintenance of Records Audits Clause in Contracts

Maintenance of Records Audits. (a) Schering shall keep complete and accurate records in sufficient detail to enable the Margin Payments hereunder to be determined. Upon the written request of RIBI and not more than once in each Calendar Year, Schering shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI and reasonably acceptable to Schering, at RIBI's expense, to have access during normal business hours to such of the records of Schering as may be reasonably necessary to verify the accuracy of the Margin Payment reports hereunder for any year ending not more than [*] prior to the date of such request and no later than [*] after written request is made. The accounting firm shall disclose to RIBI only whether the Margin Payment reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to RIBI. (b) If such accounting firm correctly concludes that an additional amount is owed for the audit period, Schering shall pay the additional Margin Payment within [*] of the date RIBI delivers to Schering such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by RIBI; provided, however, in the event that the additional amount owed by Schering exceeds [*] of the total Base Price/Margin Payment owed RIBI for the audit period, then Schering shall pay the fees charged by such accounting firm. --------- * Confidential Treatment Requested (c) Upon the expiration of [*] following the end of any year, the calculation of Base Price/Margin Payments with respect to such year shall be [*]. (d) RIBI shall treat all financial information subject to review under this Section 5.7 in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Maintenance of Records Audits. (a) Schering shall keep complete and accurate records in sufficient detail to enable the Margin Payments royalties payable hereunder to be determined. Upon the written request of RIBI Myriad and not more than once in each Calendar Year, Schering shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI Myriad and reasonably acceptable to Schering, at RIBIMyriad's expense, to have access during normal business hours to such of the records of Schering as may be reasonably necessary to verify the accuracy of the Margin Payment royalty reports hereunder for any year ending not more than [*] twenty-four (24) months prior to the date of such request and no later than [*] forty-five (45) days after written request is made. The accounting firm shall disclose to RIBI Myriad only whether the Margin Payment royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to RIBIMyriad. (b) If such accounting firm correctly concludes that an additional amount is royalties were owed for the audit during such period, Schering shall pay the additional Margin Payment royalties within [*] thirty (30) days of the date RIBI Myriad delivers to Schering such accounting firm's written report so correctly concluding. Schering shall receive a credit for any overpayment of royalties. The fees charged by such accounting firm shall be paid by RIBI; provided, however, Myriad except Schering shall pay such fees in the event that the additional amount royalties owed by Schering exceeds [*] of the total Base Price/Margin Payment owed RIBI for the audit period, then Schering shall pay the fees charged vary from royalties paid by such accounting firm. --------- * Confidential Treatment Requestedfive percent (5%) or greater. (c) Schering shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Schering, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Myriad's independent accountant to the same extent required of Schering under this Agreement. Upon the expiration of [*] twenty-four (24) months following the end of any year, the calculation of Base Price/Margin Payments royalties payable with respect to such year shall be [*]binding and conclusive upon Myriad, and Schering and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) RIBI Myriad shall treat all financial information subject to review under this Section 5.7 4.7 or under any sublicense agreement in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Maintenance of Records Audits. (a) Schering SYNOVICS shall keep complete maintain and accurate records in sufficient detail cause its Affiliates and sublicensees to enable maintain books of account at their principal place of business containing all information that may be necessary for the Margin Payments hereunder purpose of calculating all payments under this Agreement. FAI shall have the right to be determined. Upon the written request of RIBI and not more than once in each Calendar Yearengage an independent, Schering shall permit an independent certified public accounting firm of nationally recognized standing accountant, selected by RIBI FAI and reasonably acceptable to Schering, at RIBI's expenseSYNOVICS, to have access perform, on behalf of FAI, an audit of such books and records of SYNOVICS and its Affiliates and sublicensees as is necessary to confirm any amounts payable to FAI under this Agreement for the period or periods requested by FAI, and the correctness of any report or payments made under this Agreement. Such audits shall be conducted during normal business hours upon reasonable prior written notice from FAI in such a manner as to such not unnecessarily interfere with SYNOVICS's normal business activities, and shall include results of the records of Schering as may be reasonably necessary to verify the accuracy of the Margin Payment reports hereunder for any year ending not no more than [*] preceding calendar years prior to audit notification. FAI shall have a right to request from the date of independent certified public accountant full access to review all work papers and supporting documents pertinent to such request and no later audit. Such audit shall not occur more frequently than [*] after written request is madeper calendar year nor more frequently than [*] with respect to records covering any specific period of time. The accounting firm shall disclose to RIBI only whether the Margin Payment reports are correct or incorrect use of all information, data, documents and the specific details concerning any discrepancies. No other information abstracts referred above shall be provided to RIBI. (b) If such accounting firm correctly concludes that an additional amount is owed for the sole purpose of verifying statements or compliance with this Agreement, shall be treated as SYNOVICS Confidential Information subject to the obligations of this Agreement and, except in the event of a dispute between the Parties regarding amounts payable hereunder or the results of any audit, need not be retained more than [*] years from the end of the calendar year to which each shall pertain. If any audit periodhereunder reveals an underpayment, Schering SYNOVICS shall pay promptly make up such underpayment, and if such underpayment is more than [*], together with accrued interest calculated in accordance with SECTION 8.5. FAI shall bear the additional Margin Payment within full cost of any audit under this SECTION 8.6, unless such audit discloses an underpayment by SYNOVICS of more than [*] of the date RIBI delivers to Schering such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by RIBI; provided, howeveramount owed hereunder, in which case SYNOVICS shall bear the event that the additional amount owed full cost of such audit as performed by Schering exceeds [*] of the total Base Price/Margin Payment owed RIBI for the audit periodFAI's independent, then Schering shall pay the fees charged by such accounting firm. --------- * Confidential Treatment Requested (c) Upon the expiration of [*] following the end of any year, the calculation of Base Price/Margin Payments with respect to such year shall be [*]certified public accountant. (d) RIBI shall treat all financial information subject to review under this Section 5.7 in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Maintenance of Records Audits. (a) Schering SP Ltd. shall keep complete and accurate records in sufficient detail to enable the Margin Payments hereunder to be determined. Upon the written request of RIBI and not more than once in each Calendar Year, Schering SP Ltd. shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI and reasonably acceptable to ScheringSP Ltd., at RIBI's expense, to have access during normal business hours to such of the records of Schering SP Ltd. as may be reasonably necessary to verify the accuracy of the Margin Payment reports hereunder for any year ending not more than [*] prior to the date of such request and no later than [*] after written request is made. The accounting firm shall disclose to RIBI only whether the Margin Payment reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to RIBI. (b) If such accounting firm correctly concludes that an additional amount is owed for the audit period, Schering SP Ltd. shall pay the additional Margin Payment within [*] of the date RIBI delivers to Schering SP Ltd. such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by RIBI; provided, however, in the event that the additional amount owed by Schering SP Ltd. exceeds [*] of the total Base Price/Margin Payment owed RIBI for the audit period, then Schering SP Ltd. shall pay the fees charged by such accounting firm. --------- * Confidential Treatment Requested. (c) Upon the expiration of [*] following the end of any year, the calculation of Base Price/Margin Payments with respect to such year shall be [*]. (d) RIBI shall treat all financial information subject to review under this Section 5.7 in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering SP Ltd. obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Maintenance of Records Audits. (a) Schering MONSANTO shall keep complete and accurate records in sufficient detail to enable the Margin Payments royalties payable hereunder to be determined. Upon the written request of RIBI MYRIAD and not more than once in each Calendar Yearcalendar year, Schering MONSANTO shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI MYRIAD and reasonably acceptable to ScheringMONSANTO, at RIBIMYRIAD's sole cost and expense, to have access during normal business hours at a time, date and place reasonably acceptable to MONSANTO to such of the records of Schering MONSANTO as may be reasonably necessary to verify the accuracy of the Margin Payment royalty reports hereunder for any year ending not more than [*] twenty-four (24) months prior to the date of such request and no later than [*] forty-five (45) days after written request is made. The accounting firm shall disclose to RIBI MYRIAD only whether the Margin Payment royalty reports are correct or incorrect and the specific details concerning any discrepanciesdiscrepancies and shall simultaneously provide a copy of its report to MONSANTO. No other information shall be provided to RIBIMYRIAD. (b) If such accounting firm correctly concludes that an additional amount is royalties were owed for the audit or paid during such period, Schering MONSANTO shall pay the to MYRIAD any such additional Margin Payment within [*] royalties due, or MYRIAD shall pay or provide a credit to MONSANTO (at MONSANTO's election) of any additional royalties paid, together with interest accrued from the date RIBI delivers such royalty was due or paid, as applicable, at an annual rate (based on a 360-day year) equal to Schering the lesser of (i) the prime interest rate for such year to date (as announced by Citibank, N. A.) plus one percent and (ii) the highest rate permitted by applicable law within thirty (30) days after the date of such accounting firm's written report (the "Applicable ---------- Rate"); provided that no interest shall be so correctly concludingpaid unless the amount of the ---- additional royalties owed or paid, as applicable, varies by five percent (5%) or more from the actual amount determined by the accounting firm. The fees charged by such accounting firm shall be paid by RIBI; providedMYRIAD, however, except MONSANTO shall pay such fees in the event that the additional amount royalties owed by Schering exceeds [*] of MONSANTO, together with the total Base Price/Margin Payment owed RIBI royalties paid, for the audit period, then Schering shall pay the fees charged period in question exceed such royalties paid by such accounting firm. --------- * Confidential Treatment Requestedfive percent (5%) or more. (c) MONSANTO shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MONSANTO, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by MYRIAD's independent accountant to the same extent required of MONSANTO under this Agreement. Upon the expiration of [*] twenty-four (24) months following the end of any year, the calculation of Base Price/Margin Payments royalties payable with respect to such year shall be [*]binding and conclusive upon MYRIAD, and MONSANTO and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) RIBI MYRIAD shall treat all financial information subject to review under this Section 5.7 4.7 or under any sublicense agreement in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering MONSANTO obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.