Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. Each party shall keep and maintain complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of all reports delivered and payments made under this Agreement and such books and records are proprietary to that party. Each party (the “Auditing Party”) shall have the right to audit, or cause its independent auditor to audit, the books and records of the other party (the “Audited Party”) as they relate to such reports and payments, provided that any accountant agrees in writing to keep all information confidential, except as needed to disclose any discovered discrepancies and provided further that such audit: (a) is conducted during normal business hours; (b) is conducted no more often than once per year (unless a discrepancy resulting in a payment in excess of one hundred thousand dollars ($100,000) is discovered in favor of the Auditing Party, in which case the audits may be conducted semi-annually); (c) is conducted only after the Auditing Party has given ten (10) calendar days prior written notice to the Audited Party. The Auditing Party shall bear the full cost and expense of such audit, unless a discrepancy resulting in a payment in excess of the one hundred thousand dollars ($100,000) in favor of the Auditing Party is discovered, in which event the Audited Party shall bear the full cost and expense of such audit, however this amount shall not exceed fifty thousand dollars ($50,000) and any costs or expenses in excess of this amount shall be borne by the Auditing Party. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party’s obligations under this Agreement shall be retained by such party for five (5) years after the Term; and (d) in the case of a dispute as to the alleged discrepancy found, the parties shall hire an independent third-party accountant and shall bear equally the costs or expenses of such independent third-party accountant.

Records and Audit Rights. Each party shall keep and maintain complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of all forecasts and reports delivered and payments made under this Agreement and such books and records are proprietary to that partyAgreement. Each party (the “Auditing Party”"AUDITING PARTY") shall have the right to audit, or cause its independent auditor certified public accountant to audit, the books and records of the other party (the “Audited Party”"AUDITED PARTY") as they relate to such forecasts, reports and payments, provided PROVIDED that any accountant agrees in writing to keep all information confidential, confidential except as needed to disclose any discovered discrepancies and provided further PROVIDED, FURTHER that such audit: : (ai) is conducted during normal business hours; , (bii) is conducted no more often than once per year (unless a discrepancy resulting in a payment in excess of one hundred thousand dollars greater than three percent ($100,0003%) is discovered in favor of the Auditing Party), in which case the audits may be conducted semi-annually); and (ciii) is conducted only after the Auditing Party has given ten (10) calendar days days' prior written notice to the Audited Party. The Auditing Party shall bear the full cost and expense of such audit, unless a discrepancy resulting in a payment in excess of the one hundred thousand dollars five percent ($100,0005%) in favor of the Auditing Party is discovered, in which event the Audited Party shall bear the full cost and expense of such audit, however this amount shall not exceed fifty thousand dollars ($50,000) and any costs or expenses in excess of this amount shall be borne by the Auditing Party. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be [*CONFIDENTIAL TREATMENT REQUESTED*] immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party’s 's obligations under this Agreement shall be retained by such party for five (5) years [*] after the Term; and (d) in the case of a dispute as to the alleged discrepancy found, the parties shall hire an independent third-party accountant and shall bear equally the costs or expenses of such independent third-party accountantTerm has expired.

Records and Audit Rights. Each party A Party using a license granted under or pursuant to this Agreement shall provide to the licensor within 60 calendar days of the end of each calendar quarter a royalty report outlining the Diagnostic Products (or components thereof) Sold, Net Sales associated thereto, royalties due and payments made (and credits or offsets taken) in accordance with this Section III or other applicable provisions. Such royalty report will show breakdowns for each Diagnostic Product in each country, and shall constitute Confidential Information. The licensee shall keep and maintain complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of all reports delivered and payments made under this Agreement and such books and records are proprietary to that partyeach report. Each party (the “Auditing Party”) The licensor shall have the right to audit, or cause its hire an independent auditor certified public accountant to audit, inspect all records required to be kept by the books licensee pursuant to this Agreement (which accountant shall be reasonably acceptable to the licensee and records of the other party (the “Audited Party”) as they relate to such reports and payments, provided that any accountant agrees in writing to shall keep all information confidential, confidential except as needed to disclose the fact and amount of any discovered discrepancies and provided further that discrepancies); provided, such audit: : (ai) is conducted during normal business hours; , (bii) is conducted no more often than then once per year year, (unless a discrepancy resulting in a payment in excess of one hundred thousand dollars ($100,000) is discovered in favor of the Auditing Party, in which case the audits may be conducted semi-annually); (ciii) is conducted only after the Auditing Party licensor has given ten (10) calendar 30 days prior written notice notice, and (iv) the audited Party has the ability to review the accountant’s report on any discrepancies to confirm the report does not contain any other Confidential Information. The audited Party shall, at its own expense, make such records (or copies thereof) available to the Audited Party. accountant at a single location in the U.S. The Auditing Party licensor shall bear the full cost and expense of such audit, unless a discrepancy resulting in a payment in excess of 5% of the one hundred thousand dollars ($100,000) underage in favor of the Auditing Party licensor is discovered, in which event the Audited Party licensee shall bear the full cost and expense of such audit, however this amount shall not exceed fifty thousand dollars ($50,000) and any costs or expenses in excess of this amount shall be borne by the Auditing Party. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereonthereon at the rate set forth in the sixth sentence of Section III(e) above) shall be immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party’s obligations under this Agreement shall be retained by such party for five (5) years after the Term; and (d) in the case of a dispute as to the alleged discrepancy found, the parties shall hire an independent third-party accountant and shall bear equally the costs or expenses of such independent third-party accountantpayable.

Records and Audit Rights. Each party RMS shall keep and maintain complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of each payment report. AFFX shall also keep complete and accurate records reflecting all reports delivered information necessary or useful in verifying the accuracy of its manufacturing and development costs relevant to determination of payments to be made under this Agreement and such books and records are proprietary by RMS to that partyAFFX hereunder. Each party (the “Auditing Party”) shall have the right to audit, or cause its hire an independent auditor certified public accountant to audit, inspect all such records so required to be kept by the books and records of other (which accountant shall be reasonably acceptable to the other party (the “Audited Party”) as they relate to such reports and payments, provided that any accountant agrees shall agree in writing to keep all information confidential, confidential except as needed to disclose any discovered discrepancies and provided further that discrepancies); provided, such audit: : (ai) is conducted during normal business hours; , (bii) is conducted no more often than then once per year [**] (unless a discrepancy resulting in a payment in excess of one hundred thousand dollars ($100,000) greater than [**] is discovered in favor of the Auditing Partyauditing party), in which case the audits may be conducted semi-annually); and (ciii) is conducted only after the Auditing Party auditing party has given ten (10) calendar thirty days prior written notice to the Audited Partynotice. The Auditing Party auditing party shall bear the full cost and expense of such audit, unless a discrepancy resulting in a payment in excess of [**] of the one hundred thousand dollars ($100,000) underage in favor of the Auditing Party auditing party is discovered, in which event the Audited Party audited party shall bear the full cost and expense of such audit, however this amount shall not exceed fifty thousand dollars ($50,000) and any costs or expenses in excess of this amount shall be borne by the Auditing Party. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party’s obligations under this Agreement shall be retained by such party for five (5) years after the Term; and (d) in the case of a dispute as to the alleged discrepancy found, the parties shall hire an independent third-party accountant and shall bear equally the costs or expenses of such independent third-party accountantpayable.

Records and Audit Rights. Each party shall keep and maintain complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of all reports delivered and payments made under this Agreement and such books and records are proprietary to that party. Each party (the “"Auditing Party”") shall have the right to audit, or cause its independent auditor to audit, the books and records of the other party (the “"Audited Party”") as they relate to such reports and payments, provided that any accountant agrees in writing to keep all information confidential, except as needed to disclose any discovered discrepancies and provided further that such audit: (a) is conducted during normal business hours; (b) is conducted no more often than once per year (unless a discrepancy resulting in a payment in excess of one hundred thousand dollars ($100,000) is discovered in favor of the Auditing Party, in which case the audits may be conducted semi-annually);; and (c) is conducted only after the Auditing Party has given ten (10) calendar days prior written notice to the Audited Party. The Auditing Party shall bear the full cost and expense of such audit, unless a discrepancy resulting in a payment in excess of the one hundred thousand dollars ($100,000) in favor of the Auditing Party is discovered, in which event the Audited Party shall bear the full cost and expense of such audit, however this amount shall not exceed fifty thousand dollars ($50,000) and any costs or expenses in excess of this amount shall be borne by the Auditing Party. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party’s 's obligations under this Agreement shall be retained by such party for five (5) years after the Term; and (d) . Cygnus shall require any of its Affiliates, designees, licensees or sublicensees that are authorized to co-promote, market, distribute, sell or offer for sale the Product in the case of a dispute as Territory to the alleged discrepancy foundprovide confidential sales reports to Cygnus, the parties shall hire an independent third-party accountant and shall bear equally the costs or expenses to keep and maintain records of such independent third-party accountantsales subject to audit by Sankyo.