Common use of Records; Audits Clause in Contracts

Records; Audits. Licensee shall keep, and require its Affiliates and Sublicensees to keep, complete, fair and true books of accounts and records for the purpose of determining the amounts payable to Licensor pursuant to this Agreement. Such books and records shall be kept for at least [***]. Licensor 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 [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor 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 any applicable [***], in which case, Licensee shall bear the cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee).

Records; Audits. Licensee shall keep, and require its Affiliates and Sublicensees sublicensees will maintain complete and accurate records in sufficient detail to keeppermit Company to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, completesuch 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, fair not more often than once each calendar year, by an independent certified public accountant selected by Company and true books of accounts and records reasonably acceptable to Licensee, for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the financial reports furnished by Licensee pursuant to this Agreement. Such books and records 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 kept for at least [paid within ***]** from the accountant’s report, plus interest (as set forth in Section ‎4.8) from the original due date. Licensor 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 [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor Company 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 any applicable [***]the period being audited, in which case, case Licensee shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee shall keep, keep (and require cause to be kept) and maintain complete and accurate records of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principles. Such records shall be accessible to independent certified public accountants, selected by Licensor and Sublicensees reasonably acceptable to keepLicensee, completefor audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, fair on reasonable notice and true books of accounts and records at any reasonable times during business hours, for the purpose of determining the amounts payable to Licensor pursuant to this Agreement. Such books verifying Net Sales and records shall be kept for at least [***]. Licensor 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 [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of more than [***]% of the amount of any royalties or other payments due thereon. Such accountants shall disclose to Licensor only information relating to the accuracy of the records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records. Licensee and its Affiliates 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 Agreement for Section more than once as to any applicable [***], in which case, Licensee shall bear the cost of entity being audited. Substantial Underpayment. If any such audit reveals that the aggregate of fees and shall promptly remit to Licensor royalties paid during any calendar year was more than * * * percent (* * *%) less than the amount that should have been paid, then the reasonable expenses of any underpayment. Any overpayment by Licensee revealed by an the audit shall be [***] against future payment owed borne by Licensee to Licensor Licensee, which shall pay those expenses within thirty (and if no further payments are due, shall be refunded 30) days after demand therefor by Licensor at accompanied by the request of Licensee)accountants’ statement therefor.

Records; Audits. Licensee shall keepkeep (and cause to be kept) and --------------- maintain complete and accurate records of Net Sales of the Licensed Products by Licensee, its Subsidiaries and its sublicensees, and require all other payments made by or received by Licensee, its Affiliates Subsidiaries and Sublicensees its sublicensees as described in Sections 3.3 and 3.4, in accordance with generally accepted accounting procedures. Such records shall be accessible to keepindependent certified public accountants selected by Licensor and reasonably acceptable to Licensee, completeby audits conducted not more than once a year during the License Period and for one year after the termination thereof, fair and true books of accounts and records at any reasonable times during business hours, for the purpose of determining the amounts payable verifying Net Sales and any royalties due thereon. Such accountants shall disclose to Licensor pursuant only information relating to this Agreement. Such books the accuracy of the records kept and records the payments made, and shall be kept 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 at least [***]more than three (3) years after the close of any calendar quarter-year. Licensor No period shall have the right be subject to cause 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 an independent, certified public accountant reasonably acceptable pursuant to this Section 3.7 as to the amount due and payable by Licensee to audit such records to confirm Net Sales, royalties and other payments for a period covering not more than the preceding [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments hereunder shall be made by the Parties to reflect the results of such audit. Licensor 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 any applicable [***], in which case, Licensee shall bear the cost of such audit conclusive and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)binding upon both parties.

Records; Audits. Licensee shall keep, Company and require its Affiliates and Sublicensees sublicensees will maintain complete and accurate records in sufficient detail to keeppermit Licensor to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, completesuch 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, fair not more often than once each calendar year, by an independent certified public accountant selected by Licensor and true books of accounts and records reasonably acceptable to Company, for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the financial reports furnished by Company pursuant to this Agreement. Such books and records Any such auditor shall not disclose Company’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Company, its Affiliates, or its sublicensees or the amount of payments due from Company to Licensor under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least [***]. Licensor shall have paid within thirty (30) days from the right to cause an independentaccountant’s report, 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 plus interest (as set forth in Section 4.12) from the preceding [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such auditoriginal due date. 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 of royalties or other payments due under this Agreement for any applicable [***]the period being audited, in which case, Licensee case Company shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee shall keep, Astellas and require its Affiliates and Sublicensees will maintain complete and accurate records in sufficient detail to keeppermit Aquinox to confirm the accuracy of the calculation of royalty payments under this Agreement. Upon reasonable prior notice, complete, fair and true books such records shall be available during regular business hours for a period of accounts and [***] years from the creation of individual records for examination at Aquinox’s expense, and not more often than once each Calendar Year, by an independent certified public accountant selected by Aquinox and reasonably acceptable to Astellas, for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the financial reports furnished by Astellas pursuant to this Agreement. Such books At Aquinox’s request, an Aquinox employee may accompany and records assist such auditor. Any such auditor (and employee, if applicable) shall not disclose Astellas’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Astellas or the amount of payments due by Astellas under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least paid within [***]] days from the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. Licensor Any amounts shown to have been overpaid 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 be refunded within [***]] days from the account’s report. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor Aquinox shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of the amount actually owed during the applicable Calendar Year of more than [***]% of the amount of royalties or other payments due under this Agreement for any applicable [***], in which case, Licensee case Astellas shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee Collaborator shall keepmaintain complete and accurate records in sufficient detail to permit Affymax to confirm the accuracy of the calculation of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of Collaborator for a period of [*] from the creation of individual records for examination at Affymax' expense, and require its Affiliates not more often than once each calendar year, by an independent certified public accountant selected by Affymax and Sublicensees reasonably acceptable to keepCollaborator, complete, fair and true books of accounts and records for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the financial reports furnished by Collaboration pursuant to this Agreement. Such books and records Any such auditor shall not disclose Collaborator's Confidential Information, except to the extent such disclosure is necessary to verify the accuracy [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 50 of the financial reports furnished by Collaborator or the amount of payments due by Collaborator under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least paid within [***]] from the accountant's report, plus interest (as set forth in Section 8.7) from the original due date. Licensor Any amounts determined to be overpaid 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 be refunded within [***]] from the accountant's report. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor Affymax shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of the amount actually owed during the applicable calendar year of more than [***]% of the amount of royalties or other payments due under this Agreement for any applicable [***], ] in which case, Licensee case Collaborator shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee Collaborator shall keepmaintain complete and accurate records in sufficient detail to permit Affymax to confirm the accuracy of the calculation of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of Collaborator for a period of three (3) years from the creation of individual records for examination at Affymax’ expense, and require its Affiliates not more often than once each calendar year, by an independent certified public accountant selected by Affymax and Sublicensees reasonably acceptable to keepCollaborator, complete, fair and true books of accounts and records for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the financial reports furnished by Collaboration pursuant to this Agreement. Such books Any such auditor shall not disclose [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and records filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Collaborator’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Collaborator or the amount of payments due by Collaborator under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least [***]paid within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.7) from the original due date. Licensor shall have the right Any amounts determined 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 [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments overpaid shall be made by refunded within thirty (30) days from the Parties to reflect the results of such auditaccountant’s report. Licensor Affymax shall bear the full cost of such audit unless such audit discloses an underpayment by Licensee of the amount actually owed during the applicable calendar year of more than [***]% of the amount of royalties or other payments due under this Agreement for any applicable [***], [ * ] in which case, Licensee case Collaborator shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee shall keep, LICENSEE and require its Affiliates will maintain complete and Sublicensees accurate records regarding the calculation of royalty payments payable 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 keepwhich they pertain for examination, completenot more often than once each calendar year, fair by an independent certified public accountant selected by LICENSOR and true books of accounts and records reasonably acceptable to LICENSEE, for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the royalty reports furnished by LICENSEE pursuant to this Agreement. Such books Any such auditor shall enter into a confidentiality agreement with LICENSEE and records shall not disclose LICENSEE’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the royalty reports furnished by LICENSEE under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least [***]. Licensor shall have paid, and any amounts showed to be overpaid will be refunded, within 60 days from the accountant’s report, subject to a Party’s right to cause an independent, certified public accountant reasonably acceptable to Licensee to audit dispute such records to confirm Net Sales, royalties and other payments for a period covering not more than the preceding [***]report in good faith. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor 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 of royalties or other payments due under this Agreement for any applicable [***]due, in which case, Licensee case LICENSEE shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee shall keepLIMINATUS, and require its Affiliates and Sublicensees will maintain complete and accurate records regarding the calculation of royalty payments payable hereunder. Upon reasonable prior notice, such records shall be 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 keepwhich they pertain for examination, completenot more often than once each calendar year, fair by an independent certified public accountant selected by TDT and true books of accounts and records reasonably acceptable to LIMINATUS, for the sole purpose of determining verifying the amounts payable to Licensor accuracy of the royalty reports furnished by LIMINATUS pursuant to this Agreement. Such books Any such auditor shall enter into a confidentiality agreement with LIMINATUS and records shall not disclose LIMINATUS’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the royalty reports furnished by LIMINATUS under this Agreement. Any amounts shown to be owed but unpaid shall be kept for at least [***]. Licensor shall have paid, and any amounts showed to be overpaid will be refunded, within 60 days from the accountant’s report, subject to a Party’s right to cause an independent, certified public accountant reasonably acceptable to Licensee to audit dispute such records to confirm Net Sales, royalties and other payments for a period covering not more than the preceding [***]report in good faith. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Licensor 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 of royalties or other payments due under this Agreement for in any applicable [***]calendar quarter, in which case, Licensee case LIMINATUS shall bear the full cost of such audit and shall promptly remit to Licensor the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be [***] against future payment owed by Licensee to Licensor (and if no further payments are due, shall be refunded by Licensor at the request of Licensee)audit.

Records; Audits. Licensee shall keepkeep 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 require expense) of Licensor, Licensee and its Affiliates and Sublicensees sublicensees shall permit an independent certified public accountant appointed by Licensor and reasonably acceptable to keepLicensee, completeat reasonable times not more than once a year and upon reasonable notice, fair and true books to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than three (3) years prior to Licensor’s request, the correctness or completeness of accounts and records for the purpose of determining the amounts payable to Licensor pursuant to any royalty report or payment made under this Agreement. Such books and records shall be kept for at least [***]. Licensor 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 promptly provide a period covering not more than the preceding [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to Licensee. Prompt adjustments shall be made by the Parties to reflect copy of the results of any such auditaudit to Licensee. 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 of royalties or other payments actually due under this Agreement for any applicable [***]hereunder, in which case, case Licensee shall bear the reasonable, documented cost of the performance of such audit and audit. Licensee shall promptly remit pay to Licensor the amount of any underpaymentunderpayment of royalties revealed by an examination and review. Any overpayment by Licensee of royalties or any other amount paid to Licensor revealed by an audit shall examination and review shall, in Licensee’s sole discretion, (i) be [***] fully-creditable against future payment owed by payments under this Agreement or (ii) refunded to Licensee to Licensor within ten (and if no further payments are due, shall be refunded by Licensor at the request 10) business days of Licensee)its request.