Common use of Records; Audits Clause in Contracts

Records; Audits. Licensee and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ***** from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company and reasonably acceptable to Licensee, for the sole purpose of verifying the accuracy of the financial reports furnished by Licensee pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company under this Agreement. Any amounts shown to be owed but unpaid shall be paid within ***** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due date. Company shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than ***** of the amount due for the period being audited, in which case Licensee shall bear the full cost of such audit.

Records; Audits. Licensee shall keep (and its Affiliates cause to be kept) and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of the calculation of royalty payments Net Sales by Licensee and the achievement of sales milestone eventsits Affiliates in accordance with generally accepted accounting principles. Upon reasonable prior notice, such Such records shall be available during regular business hours for a period of ***** from the end of the calendar year accessible to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant accountants, selected by Company Licensor and reasonably acceptable to Licensee, for audits conducted not more than once a year during the sole Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hours, for the purpose of verifying Net Sales and any royalties or other payments due thereon. Such accountants shall disclose to Licensor only information relating to the accuracy of the financial reports furnished by records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records. Licensee pursuant to this Agreement. Any such auditor and its Affiliates shall not disclose Licensee’s Confidential Informationbe required to retain such records for more than three (3) years after the close of any calendar quarter-year. No period shall be subject to audit under this Section more than once as to any entity being audited. Substantial Underpayment. If any such audit reveals that the aggregate of fees and royalties paid during any calendar year was more than * * * percent (* * *%) less than the amount that should have been paid, except to then the extent such disclosure is necessary to verify the accuracy reasonable expenses of the financial reports furnished audit shall be borne by Licensee, its Affiliates, or its sublicensees or which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the amount of payments due from Licensee to Company under this Agreement. Any amounts shown to be owed but unpaid shall be paid within ***** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due date. Company shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than ***** of the amount due for the period being audited, in which case Licensee shall bear the full cost of such auditaccountants’ statement therefor.

Records; Audits. Licensee agrees to keep accurate books of account and records covering all transactions relating to the license herein granted. NBAP and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm authorized representatives shall have the accuracy right at all reasonable hours of the calculation of royalty payments and the achievement of sales milestone events. Upon day, on reasonable prior notice, to examine and audit such books of account and records and all other documents and materials in Licensee's possession or under its control with respect to the subject matter and terms of this Agreement, and shall have free and full access thereto for such purposes and for the purpose of making extracts therefrom and copies thereof. Should an audit by NBAP establish a deficiency of more than three percent (3%) between the amount found to be due NBAP and the amount Licensee actually paid or reported, the cost of the audit will be paid by Licensee along with the amount of the deficiency together with interest thereon at the then current prime rate (as published in the Wall Street Journal) from the date such amount became due until the date of the payment. All such books of account and records shall be kept available during regular business hours for a period at least two (2) years after the termination of ***** from this Agreement, or three (3) years after the end of the calendar fiscal year to which they pertain for examinationrelate, not more often than once each calendar yearwhichever is earlier. Licensee further agrees, by an independent certified public accountant selected by Company in order to facilitate inspection of its books and reasonably acceptable records with respect to Licenseeamounts due, for the sole purpose of verifying the accuracy of the financial reports furnished by Licensee pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Licensee, its Affiliates, that it will designate a symbol or its sublicensees or the amount of number which will be used exclusively in connection with Licensed Products on which royalty payments due from Licensee to Company are payable under this Agreement. Any amounts shown Agreement and with no other products which Licensee may manufacture, sell or distribute, and that duplicates of all ▇▇▇▇▇▇▇▇ to be owed but unpaid customers with respect to Licensed Products shall be paid within ***** from the accountant’s report, plus interest (kept for inspection as set forth in Section ‎4.8) from the original due date. Company shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than ***** of the amount due for the period being audited, in which case Licensee shall bear the full cost of such auditherein provided.

Records; Audits. Licensee Company and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company Licensor to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ***** three (3) years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company Licensor and reasonably acceptable to LicenseeCompany, for the sole purpose of verifying the accuracy of the financial reports furnished by Licensee Company pursuant to this Agreement. Any such auditor shall not disclose LicenseeCompany’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by LicenseeCompany, its Affiliates, or its sublicensees or the amount of payments due from Licensee Company to Company Licensor under this Agreement. Any amounts shown to be owed but unpaid shall be paid within ***** thirty (30) days from the accountant’s report, plus interest (as set forth in Section ‎4.84.12) from the original due date. Company Licensor shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee Company of more than ***** ten percent (10%) of the amount due for the period being audited, in which case Licensee Company shall bear the full cost of such audit.

Records; Audits. Licensee and LIMINATUS, its Affiliates and sublicensees Sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of regarding the calculation of royalty payments and the achievement of sales milestone eventspayable hereunder. Upon reasonable prior notice, such records shall be available available, at an office location within the continental United States, during regular business hours for a period of ***** three years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company TDT and reasonably acceptable to LicenseeLIMINATUS, for the sole purpose of verifying the accuracy of the financial royalty reports furnished by Licensee LIMINATUS pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with LIMINATUS and shall not disclose LicenseeLIMINATUS’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial royalty reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company LIMINATUS under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within ***** 60 days from the accountant’s report, plus interest (as set forth subject to a Party’s right to dispute such report in Section ‎4.8) from the original due dategood faith. Company TDT shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee LIMINATUS of more than ***** five percent of the amount due for the period being auditedin any calendar quarter, in which case Licensee LIMINATUS shall bear the full cost of such audit.

Records; Audits. Licensee shall keep or cause to be kept such records as are required to determine, in a manner consistent with generally accepted accounting principles in the United States, the sums or credits due under this Agreement. At the request (and expense) of Licensor, Licensee and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to shall permit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ***** from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected appointed by Company Licensor and reasonably acceptable to Licensee, for the sole purpose of verifying the accuracy of the financial reports furnished by Licensee pursuant at reasonable times not more than once a year and upon reasonable notice, to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is examine only those records as may be necessary to verify determine, with respect to any calendar year ending not more than three (3) years prior to Licensor’s request, the accuracy correctness or completeness of the financial reports furnished by Licensee, its Affiliates, any royalty report or its sublicensees or the amount of payments due from Licensee to Company payment made under this Agreement. Any amounts shown Licensor shall promptly provide a copy of the results of any such audit to be owed but unpaid shall be paid within ***** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due dateLicensee. Company Licensor shall bear the full cost of the performance of any such audit audit, unless such audit discloses an underpayment by Licensee of more than ***** exceeding five percent (5%) of the amount actually due for the period being auditedhereunder, in which case Licensee shall bear the full reasonable, documented cost of the performance of such audit. Licensee shall promptly pay to Licensor the amount of any underpayment of royalties revealed by an examination and review. Any overpayment by Licensee of royalties or any other amount paid to Licensor revealed by an examination and review shall, in Licensee’s sole discretion, (i) be fully-creditable against future payments under this Agreement or (ii) refunded to Licensee within ten (10) business days of its request.

Records; Audits. Licensee and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail shall keep or cause to permit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, be kept such records shall as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement; such records must be available during regular business hours kept for a period minimum of ***** from three (3) years following the end of the calendar year Calendar Year to which they pertain for examinationsuch records pertain. At the request (and expense) of Licensor, not more often than once each calendar year, by Licensee shall permit Licensor to engage an independent certified public accountant selected by Company and accounting firm reasonably acceptable to Licensee, for the sole purpose of verifying the accuracy of the financial reports furnished by Licensee pursuant at reasonable times not more than once a year and upon reasonable notice, to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is examine only those records as may be necessary to verify determine, with respect to any Calendar Year ending not more than three (3) years prior to Licensor’s request, the accuracy correctness or completeness of the financial reports furnished by Licensee, its Affiliates, any royalty report or its sublicensees or the amount of payments due from Licensee to Company payment made under this Agreement. Any amounts shown Licensor shall promptly provide a copy of the results of any such audit or examination to be owed but unpaid shall be paid within ***** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due dateLicensee. Company Licensor shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment by Licensee of more than ***** exceeding five percent (5%) of the amount actually due for the period being auditedhereunder with respect to any particular Calendar Year, in which case Licensee shall bear the full reasonable, documented cost of the performance of such auditaudit or examination. Licensee shall promptly pay to Licensor the amount of any underpayment of royalties revealed by such an examination and review. Any overpayment by Licensee of royalties or any other amount paid to Licensor revealed by an examination and review shall, in Licensee’s sole discretion, (i) be fully-creditable against future payments under this Agreement or (ii) refunded to Licensee within thirty (30) Calendar Days of its request.

Records; Audits. Licensee shall keep, and require its Affiliates and sublicensees will maintain complete Sublicensees to keep, complete, fair and accurate true books of accounts and records in sufficient detail to permit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ***** from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company and reasonably acceptable to Licensee, for the sole purpose of verifying determining the accuracy of the financial reports furnished by Licensee amounts payable to Inventiva pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company under this Agreement. Any amounts shown to be owed but unpaid Such books and records shall be paid within kept for at least [***] following the end of the Calendar Year to which they pertain. Inventiva shall have the right to cause an independent, certified public accountant reasonably acceptable to Licensee to audit such records to confirm Net Sales, royalties and other payments for a period covering not more than the preceding [** from the accountant’s report, plus interest (as **]; provided that such accountant shall be bound by non-use and non-disclosure obligations no less stringent than those set forth in Section ‎4.8) from this Agreement with ​ respect to the original due datecontent of the audit. Company Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Inventiva shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than [***** ] of the amount of royalties or other payments due under this Agreement for the period being auditedany applicable Calendar Quarter, in which case case, Licensee shall bear the full cost of such auditaudit and shall promptly (but in any event no later than [***] after its receipt of the accounting firm’s report so concluding) remit to Inventiva the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be fully-creditable against future payment owed by Licensee to Inventiva (and if no further payments are due, shall be promptly refunded by Inventiva to Licensee).

Records; Audits. Licensee shall keep (and its Affiliates cause to be kept) and sublicensees will --------------- maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of Net Sales of the calculation of royalty Licensed Products by Licensee, its Subsidiaries and its sublicensees, and all other payments made by or received by Licensee, its Subsidiaries and the achievement of sales milestone eventsits sublicensees as described in Sections 3.3 and 3.4, in accordance with generally accepted accounting procedures. Upon reasonable prior notice, such Such records shall be available during regular business hours for a period of ***** from the end of the calendar year accessible to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant accountants selected by Company Licensor and reasonably acceptable to Licensee, by audits conducted not more than once a year during the License Period and for one year after the termination thereof, at any reasonable times during business hours, for the sole purpose of verifying Net Sales and any royalties due thereon. Such accountants shall disclose to Licensor only information relating to the accuracy of the financial reports furnished records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records. Licensee, its Subsidiaries and its sublicensees shall not be required to retain such records for more than three (3) years after the close of any calendar quarter-year. No period shall be subject to audit under this Section more than once as to any entity being audited. Results of any such audit shall be made available to both parties. The determination by Licensee an independent, certified public accountant pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except Section 3.7 as to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company under this Agreement. Any amounts shown to be owed but unpaid shall be paid within ***** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due date. Company shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than ***** of the amount due for the period being audited, in which case and payable by Licensee hereunder shall bear the full cost of such auditbe conclusive and binding upon both parties.

Records; Audits. Licensee LICENSEE and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of regarding the calculation of royalty payments and the achievement of sales milestone eventspayable hereunder. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ***** three years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company LICENSOR and reasonably acceptable to LicenseeLICENSEE, for the sole purpose of verifying the accuracy of the financial royalty reports furnished by Licensee LICENSEE pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with LICENSEE and shall not disclose Licensee’s LICENSEE’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial royalty reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company LICENSEE under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within ***** 60 days from the accountant’s report, plus interest (as set forth subject to a Party’s right to dispute such report in Section ‎4.8) from the original due dategood faith. Company LICENSOR shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee LICENSEE of more than ***** five percent of the amount due for the period being auditeddue, in which case Licensee LICENSEE shall bear the full cost of such audit.

Records; Audits. Licensee and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior noticeshall keep, such records shall be available during regular business hours for a period of [***** from the end ], complete, fair and true books of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by Company accounts and reasonably acceptable to Licensee, records for the sole purpose of verifying determining the accuracy of the financial reports furnished by Licensee amounts payable to SKB pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Licensee, its Affiliates, or its sublicensees or the amount of payments due from Licensee to Company under this Agreement. Any amounts shown to be owed but unpaid Such books and records shall be paid within kept for at least [***] following the end of the Calendar Year to which they pertain. SKB shall have the right to cause an independent, certified public accountant reasonably acceptable to Licensee to audit such records to confirm Net Sales, royalties and other payments for a period covering not more than the preceding [** from **]; provided that (a) such audit shall not be more frequent than once in any [***] period, and (b) once such accountant has conducted a review and audit of any records pursuant to this Section 9.5 in respect of any given period, it may not subsequently re-inspect such records with respect to such period, unless, in each case of (a) and (b), for cause. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the accountant’s report, plus interest (as set forth in Section ‎4.8) from Parties to reflect the original due dateresults of such audit. Company SKB shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than [***** ] of the amount of royalties or other payments due under this Agreement for the period being auditedany applicable [***], in which case case, Licensee shall bear the full cost of such auditaudit and shall promptly remit to SKB the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be fully- creditable against future payments owed by Licensee to SKB (and if no further payments are due, shall be refunded by SKB at the request of Licensee).