Common use of Record Keeping and Audit Clause in Contracts

Record Keeping and Audit. Licensee shall make and maintain such sufficient books, records, and accounts relating to the performance of its obligations under this Agreement, including without limitation the payments to be made to Third Party licensors, in order for Licensor to be able to confirm Licensee’s performance of its obligations and the accuracy of payments. Such records shall be available, subject to Licensee’s standard security practices and protocols, at reasonable times during normal business hours, on a minimum of thirty (30) days advance written notice, for inspection by Licensor. Licensor shall not undertake such inspections more than once per calendar year and shall undertake inspections that cover a specific time period only one time, unless a discrepancy is found in which case such period is subject to a subsequent audit. Licensee shall maintain such records for at least three (3) years following the end of the calendar quarter to which they pertain, unless a longer period is required with respect to Third Party content. If an audit reveals that Licensee has underpaid Licensor, then Licensee shall pay Licensor the uncontested amount owed within ten (10) business days of receipt of notice of such audit results. Similarly, if an audit reveals that Licensee has overpaid Licensor, Licensor agrees to repay Licensee any uncontested overpayment of royalties paid hereunder within ten (10) business days of notice of the audit results. Any underpayment payable pursuant to this audit provision shall accrue interest at a rate of eight tenths of one percent (0.8%) per month commencing the date such underpayments were due. Such audits shall be at Licensor’s expense unless such audit shows underpayments of ten percent (10%) or greater with respect to the period of such audit, in which case Licensee shall reimburse Licensor for the cost of the audit.

Record Keeping and Audit. Licensee shall make and maintain such sufficient books, records, and accounts relating to the performance of its obligations under this Agreement, including without limitation the payments to be made to Third Party licensors, in order for Licensor to be able to confirm Licensee’s performance of its obligations and the accuracy of payments. Such records shall be available, subject to Licensee’s standard security practices and protocols, at reasonable times during normal business hours, on a minimum of thirty (30) days advance written noticeBuyer shall, for inspection by Licensor. Licensor shall not undertake such inspections more than once per calendar year and shall undertake inspections that cover a specific time period only one time, unless a discrepancy is found in which case such period is subject to a subsequent audit. Licensee shall maintain such records for at least of three (3) years following after the end of any given calendar year during the term of this Agreement, maintain and cause its Affiliates to maintain records relating to the sale of Product and of the milestone and royalty amounts owed, paid and payable to the Seller in sufficient detail to permit an independent public accountant mutually reasonably acceptable to each of the Parties to examine and verify the correctness of payments made to the Seller hereunder and the premises therefor. Upon at least thirty (30) working days’ prior notice from the Seller, such audit shall be conducted during regular business hours in such a manner as to not unnecessarily interfere with normal business activities, and shall be limited to results in the three (3) calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year. If the audit reveals an overpayment, the Seller shall promptly reimburse the Buyer the amount of the overpayment. If the audit reveals an underpayment, the Buyer shall promptly make up such underpayment. The costs of the audit shall be borne by Seller; provided, however, if such audit reveals that the total amount of royalties owed by Buyer to Seller for the audited period has been understated by more than five percent (5%), the Buyer shall pay the entire costs of such audit. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as Confidential Information of the Buyer subject to the obligations of this Agreement and need not be retained more than three (3) years from the end of the calendar quarter year to which they pertain, shall pertain unless a longer period is required with respect to Third Party content. If an audit reveals that Licensee has underpaid Licensor, then Licensee shall pay Licensor the uncontested amount owed within ten been requested (10) business days of receipt of notice of such audit results. Similarly, if an audit reveals that Licensee has overpaid Licensor, Licensor agrees to repay Licensee any uncontested overpayment of royalties paid hereunder within ten (10) business days of notice of the audit results. Any underpayment payable pursuant to this audit provision shall accrue interest at a rate of eight tenths of one percent (0.8%) per month commencing the date such underpayments were due. Such audits shall be at Licensor’s expense unless such audit shows underpayments of ten percent (10%) or greater with respect to the period of such audit, in which case Licensee they shall reimburse Licensor for the cost of the auditbe retained until one (1) year after all audit work has been completed or such longer period as required by Applicable Law).

Record Keeping and Audit. Licensee shall make and maintain such sufficient books, recordsshall, and accounts relating shall ensure that its respective Affiliates and permitted licensees (if any) shall, keep true and accurate records and books of account in accordance with US GAAP and containing all data necessary for the calculation of the amounts payable to the performance of its obligations under Oncolytics pursuant to this Agreement, including without limitation the payments to be made to Third Party licensors, in order for Licensor to be able to confirm Licensee’s performance of its obligations and the accuracy of payments. Such records and books of account shall be available, subject to Licensee’s standard security practices and protocols, at reasonable times during normal business hours, on a minimum of thirty (30) days advance written notice, for inspection by Licensor. Licensor shall not undertake such inspections more than once per calendar year and shall undertake inspections that cover a specific time period only one time, unless a discrepancy is found in which case such period is subject to a subsequent audit. Licensee shall maintain such records kept for at least three (3) years following the end of the calendar quarter term of this Agreement. For the sole purpose of verifying amounts due under this Agreement, during the term of this Agreement and for three (3) years thereafter, Oncolytics shall have access to which they pertain, unless a longer period and the right to examine such relevant records and accounts that Licensee is required to maintain pursuant to this Clause 11.5 at Licensee’s premises and the right to have any statement that it receives from Licensee audited by an internationally-recognized independent accounting firm identified by Oncolytics and reasonably acceptable to Licensee. Oncolytics shall provide Licensee with respect to Third Party content. If an audit reveals that Licensee has underpaid Licensor, then Licensee shall pay Licensor the uncontested amount owed within ten at least fifteen (1015) business days of receipt of notice of such audit results. Similarly, if an audit reveals that Licensee has overpaid Licensor, Licensor agrees to repay Licensee any uncontested overpayment of royalties paid hereunder within ten (10) business days of notice of the audit results. Any underpayment payable pursuant to this audit provision shall accrue interest at a rate of eight tenths of one percent (0.8%) per month commencing the date such underpayments were due. Such audits shall be at Licensor’s expense unless such audit shows underpayments of ten percent (10%) or greater with respect to the period of such audit, which shall be conducted during normal business hours at the location(s) where Licensee maintains such records. All audits shall be conducted in which case accordance with U.S. Generally Accepted Auditing Standards. Licensee shall reimburse Licensor make available to the independent accountant those books and records required for the purpose of that audit and certification, and the statements so certified shall be final and binding between the Parties. Full details, including the results, of such audit shall be made available to Licensee, and the records and results of such audits shall be deemed Licensee’s Confidential Information. Oncolytics shall be responsible for the cost of the independent accountants’ services in connection with such audit; provided that Licensee shall reimburse Oncolytics for such costs if the results of the audit conclude that it has understated the monies payable to Oncolytics by more than five percent (5%). Any outstanding under-payments or over-payments which are identified as a result of carrying out the audit and certification shall be paid to or by Oncolytics within thirty (30) days after Licensee receives the audit results. No inspection shall take place more than six (6) years after the submission of the annual statement to which it relates.