Common use of Permission for Certified Public Auditor to Audit Clause in Contracts

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that Licensee is in breach of such other provisions), Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee in accordance with this Section 6 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that Licensee is in breach of such other provisions), Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee in accordance with this Section 6 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant ‘register accountant’ (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s Licensee Parties’ compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that a Licensee Party is in breach of such other provisions), Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee Parties in accordance with this Section 6 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s Licensee Parties’ compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that a Licensee Party is in breach of such other provisions), Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee Parties in accordance with this Section 6 7 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s Licensee Parties’ compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that a Licensee Party is in breach of such other provisions), Reference Copy Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee Parties in accordance with this Section 6 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.

Permission for Certified Public Auditor to Audit. In order to verify: (a) the completeness and accuracy of the Quarterly Royalty Reporting Forms as submitted by Licensee to Licensing Company; (b) the completeness and accuracy of the number of Licensed Products on which royalties are or have been payable by Licensee; and (c) Licensee’s Licensee Parties’ compliance with other provisions of this License Agreement (provided, however, that Licensing Company has a good faith belief that a Licensee Party is in breach of such other provisions), Reference Copy Licensee shall permit an independent certified public auditor selected by Licensing Company (“Certified Auditor”) to inspect all books and records of Licensee Parties in accordance with this Section 6 7 upon notice from Licensing Company requiring such inspection. Such audit shall be performed under confidentiality obligations materially similar to those contained in this Agreement. The Certified Auditor shall be (i) a certified public auditor, chartered accountant or registered accountant (as these terms are generally known in the United States, the United Kingdom and The Netherlands respectively) or holding an equivalent professional qualification in the country in which the auditor practices, (ii) a member of a well-respected firm, preferably one of KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu and Ernst & Young (or any of their successors), or (iii) a member of the American Institute of Certified Public Accountants (AICPA), the Institute of Chartered Accountants in England & Wales (ICAEW), or Koninklijk Nederlands Instituut van Register accountants (NIVRA) (whichever of these associations governs accounting in the country in which the auditor practices), or a member of a professional body of similar standing where this is not practicable.