Common use of Record Keeping; Accounting Clause in Contracts

Record Keeping; Accounting. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficiently to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products. Licensee and its Sublicensee(s) shall preserve these books and records for at least [*] after they are created or as required by federal law, both during and after the term of this Agreement. 6.2 Licensee shall take all steps necessary so that UFRF may, within [*] of its written request, but no more than [*], audit, review and copy such of Licensee’s or Sublicensee’s books and records at a single United States location as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than [*] prior to the date of such request and which have not previously been audited under this Section 6.2. The review may be performed by any attorneys or accountants designated by UFRF upon reasonable notice and during regular business hours. If a deficiency with regard to any payment is determined, Licensee and its Sublicensee(s) shall pay the deficiency along with applicable interest as described in Subsection 6.4(a) within [*] of receiving notice. If a payment deficiency for a calendar year exceeds [*] percent ([*]%) of amounts paid for that year, then Licensee or its Sublicensee(s) shall pay UFRF’s out-of-pocket expenses incurred with respect to the review. 6.3 At any time during the term of this agreement but no more than [*], UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit for any year ending not more than [*] prior to the date of such request and which have not previously been audited under Section 6.2 or this Section 6.3. Within [*] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within [*] of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Subsection 6.4(a) with the submission of the self-audit report to UFRF.

Record Keeping; Accounting. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficiently to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products. Licensee and its Sublicensee(s) shall preserve these books and records for at least [**] after they are created or as required by federal law, both during and after the term of this Agreement. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within [**] of its written request, but no more than [*], audit, reasonably review and copy such all of Licensee’s or Sublicensee’s books and records at a single United States location as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than [*] prior to the date of such request Licensee’s and which have not previously been audited under this Section 6.2its Sublicensee(s)’s accounting. The review may be performed by any authorized employees of UFRF as well as by any attorneys or accountants designated by UFRF upon reasonable notice and during regular business hours. If a deficiency with regard to any payment is determined, Licensee and its Sublicensee(s) shall pay the deficiency along with applicable interest as described in Subsection 6.4(a) within [**] of receiving notice. If a payment deficiency for a calendar year exceeds [**] percent ([**]%) of amounts paid for that year, then Licensee or its Sublicensee(s) shall pay UFRF’s out-of-pocket expenses incurred with respect to the review. 6.3 At any time during the term of this agreement but no more than [*], UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit for any year ending not audit. No request may be made more than [**] prior with respect to the date of such request and which have not previously been audited under Section 6.2 or this Section 6.3same period. Within [**] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within [**] of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Subsection 6.4(a) with the submission of the self-audit report to UFRF.