Common use of Records; Audits Clause in Contracts

Records; Audits. Licensee shall keep (and 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 reasonably acceptable to Licensee, for audits conducted not more than once a year during the 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 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 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement therefor.

Records; Audits. Licensee SIIL shall keep (and cause to be kept) and maintain complete and accurate records in sufficient detail to permit Visterra to confirm the accuracy of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principlescalculation of royalty payments under this Agreement. Such Upon reasonable prior notice, such records shall be accessible available during regular business hours for a period of [**] years from the end of the Calendar Year to which they pertain for examination at the expense of Visterra, and not more often than [**], by an independent certified public accountants, accountant selected by Licensor Visterra and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hours, SIIL for the sole 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 records kept and financial reports furnished by SIIL pursuant to this Agreement. Any such auditor shall not disclose to Visterra SIIL’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by SIIL or the amount of payments made, and due by SIIL under this Agreement. Any amounts shown to be owed but unpaid 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 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor from the receipt by Licensor accompanied SIIL of the accountant’s report, plus interest (as set forth in Section 8.5) from the original due date. Visterra shall bear the full cost of such audit unless such audit discloses an underpayment by SIIL of more than [**] percent ([**]%) of the accountants’ statement thereforamount due, in which case SIIL shall bear the full cost of such audit. SIIL shall promptly remit to Visterra any amounts shown to be owing pursuant to any audit under this Section 8.6.

Records; Audits. Licensee shall keep (keep, and cause to be kept) and maintain complete and accurate records of the Net Sales by Licensee and require its Affiliates in accordance with generally accepted accounting principles. Such and Sublicensees to keep, complete, fair and true books of accounts and records shall be accessible to independent certified public accountants, selected by Licensor and reasonably acceptable to Licensee, for audits conducted not more than once a year during the 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 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 Sales, royalties and any 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 thereon. Such accountants under this Agreement for any applicable [***], in which case, Licensee shall disclose bear the cost of such audit and shall promptly remit 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 amount of any calendar quarter-yearunderpayment. 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, then the reasonable expenses of the Any overpayment by Licensee revealed by an audit shall be borne [***] against future payment owed by LicenseeLicensee to Licensor (and if no further payments are due, which shall pay those expenses within thirty (30) days after demand therefor be refunded by Licensor accompanied by at the accountants’ statement thereforrequest of Licensee).

Records; Audits. Licensee shall keep (and cause to be kept) its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Company to confirm the accuracy of the Net Sales by Licensee calculation of royalty payments and its Affiliates in accordance with generally accepted accounting principlesthe achievement of sales milestone events. Such Upon reasonable prior notice, such records shall be accessible 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 accountants, accountant selected by Licensor Company and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hours, for the sole 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 records kept and the payments made, and shall be under a duty financial reports furnished by Licensee pursuant to keep confidential any other information obtained from this Agreement. Any such records. Licensee and its Affiliates auditor shall not be required disclose Licensee’s Confidential Information, except to retain the extent such records for more than three (3) years after disclosure is necessary to verify 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, then the reasonable expenses accuracy of the audit shall be borne 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 pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by bear the accountants’ statement thereforfull cost of such audit.

Records; Audits. Licensee shall keep (Company and cause to be kept) its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Licensor to confirm the accuracy of the Net Sales by Licensee calculation of royalty payments and its Affiliates in accordance with generally accepted accounting principlesthe achievement of sales milestone events. Such Upon reasonable prior notice, such records shall be accessible 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 accountants, accountant selected by Licensor and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hoursCompany, for the sole 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 records kept and financial reports furnished by Company pursuant to this Agreement. 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 made, and due from Company to Licensor under this Agreement. Any amounts shown to be owed but unpaid 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 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor from the accountant’s report, plus interest (as set forth in Section 4.12) from the original due date. Licensor shall bear the full cost of such audit unless such audit discloses an underpayment by Licensor accompanied by Company of more than ten percent (10%) of the accountants’ statement thereforamount due for the period being audited, in which case Company shall bear the full cost of such audit.

Records; Audits. Licensee shall keep (Astellas and cause to be kept) its Affiliates and Sublicensees will maintain complete and accurate records in sufficient detail to permit Aquinox to confirm the accuracy of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principlescalculation of royalty payments under this Agreement. Such Upon reasonable prior notice, such records shall be accessible to available during regular business hours for a period of [***] 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 accountants, accountant selected by Licensor Aquinox and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hoursAstellas, for the sole 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 records kept financial reports furnished by Astellas pursuant to this Agreement. At Aquinox’s request, an Aquinox employee may accompany and 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 made, and due by Astellas under this Agreement. Any amounts shown to be owed but unpaid shall be under a duty paid within [***] days from the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. Any amounts shown to keep confidential any other information obtained have been overpaid shall be refunded within [***] days from the account’s report. Aquinox shall bear the full cost of such records. Licensee and its Affiliates shall not be required to retain audit unless such records for audit discloses an underpayment of the amount actually owed during the applicable Calendar Year of more than three (3) years after [***], in which case Astellas shall bear the close full cost 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforaudit.

Records; Audits. Licensee Collaborator shall keep (and cause to be kept) and maintain complete and accurate records in sufficient detail to permit Affymax to confirm the accuracy of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principlescalculation of royalty payments under this Agreement. Such Upon reasonable prior notice, such records shall be accessible to available during regular business hours of Collaborator for a period of [*] from the creation of individual records for examination at Affymax' expense, and not more often than once each calendar year, by an independent certified public accountants, accountant selected by Licensor Affymax and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hoursCollaborator, for the sole 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 records kept and financial reports furnished by Collaboration pursuant to this Agreement. Any such auditor shall not disclose 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 made, and due by Collaborator under this Agreement. Any amounts shown to be owed but unpaid shall be under a duty paid within [*] from the accountant's report, plus interest (as set forth in Section 8.7) from the original due date. Any amounts determined to keep confidential any other information obtained be overpaid shall be refunded within [*] from the accountant's report. Affymax shall bear the full cost of such records. Licensee and its Affiliates shall not be required to retain audit unless such records for audit discloses an underpayment of the amount actually owed during the applicable calendar year of more than three (3) years after [*] in which case Collaborator shall bear the close full cost 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforaudit.

Records; Audits. Licensee shall keep (and cause to be kept) and --------------- maintain complete and accurate records of the Net Sales of the Licensed Products by Licensee Licensee, its Subsidiaries and its Affiliates sublicensees, and all other payments made by or received by Licensee, its Subsidiaries and its sublicensees as described in Sections 3.3 and 3.4, in accordance with generally accepted accounting principlesprocedures. Such records shall be accessible to independent certified public accountants, accountants selected by Licensor and reasonably acceptable to Licensee, for by audits conducted not more than once a year during the Royalty License 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 records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records. Licensee Licensee, its Subsidiaries and its Affiliates 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. Substantial Underpayment. If Results of any such audit reveals that the aggregate of fees and royalties paid during any calendar year was more than * * * percent (* * *%) less than shall be made available to both parties. The determination by an independent, certified public accountant pursuant to this Section 3.7 as to the amount that should have been paid, then the reasonable expenses of the audit due and payable by Licensee hereunder shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforconclusive and binding upon both parties.

Records; Audits. Licensee shall keep (LICENSEE and cause to be kept) and its Affiliates will maintain complete and accurate records regarding the calculation of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principlesroyalty payments payable hereunder. Such Upon reasonable prior notice, such records shall be accessible 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 accountants, accountant selected by Licensor LICENSOR and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hoursLICENSEE, for the sole 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 records kept royalty reports furnished by LICENSEE pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with LICENSEE and shall not disclose LICENSEE’ Confidential Information, except to the payments madeextent 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 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 dispute such report in good faith. LICENSOR shall be under a duty to keep confidential any other information obtained from bear the full cost of such records. Licensee and its Affiliates shall not be required to retain audit unless such records for audit discloses an underpayment by LICENSEE of more than three (3) years after the close five percent 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 paiddue, then in which case LICENSEE shall bear the reasonable expenses full cost of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforsuch audit.

Records; Audits. Licensee Collaborator shall keep (and 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 sufficient detail to independent certified public accountants, selected by Licensor and reasonably acceptable permit Affymax to Licensee, for audits conducted not more than once a year during the 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 confirm the accuracy of the calculation of royalty payments under this Agreement. Upon reasonable prior notice, such records kept and the payments made, and shall be under available during regular business hours of Collaborator for 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 period of three (3) years after from the close creation of any individual records for examination at Affymax' expense, and not more often than once each calendar quarter-year, by an independent certified public accountant selected by Affymax and reasonably acceptable to Collaborator, for the sole purpose of verifying the accuracy of the financial reports furnished by Collaboration pursuant to this Agreement. No period Any such auditor shall not disclose 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 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by from the accountants’ statement thereforaccountant's report, plus interest (as set forth in Section 8.7) from the original due date. Any amounts determined to be overpaid shall be refunded within thirty (30) days from the accountant's report. Affymax shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed during the applicable calendar year of more than [*] in which case Collaborator shall bear the full cost of such audit.

Records; Audits. Licensee Vical shall keep (keep, and cause require its Sublicensees to be kept) keep, complete, fair and maintain complete true books of accounts 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 reasonably acceptable to Licensee, for audits conducted not more than once a year during the 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 determining the amounts payable to Astellas pursuant to this Agreement. Such books and records shall be kept for such period of time required by law, but no less than […***…] following the end of the Calendar Quarter to which they pertain. Astellas shall have the right to cause an independent, certified public accountant, reasonably acceptable to Vical, to audit such records to confirm Net Sales Sales, royalties and any other payments for a period covering not more than the preceding […***…]. Except for for-cause audits, audits may be exercised not more often than once each year, only once for each relevant record, and during normal business hours upon reasonable prior written notice to Vical. Any such auditor shall not disclose Vical’s Confidential Information to Astellas, except to the extent such disclosure is necessary to verify the accuracy of such records. Prompt adjustments shall be made by the parties to reflect the results of such audit. Astellas shall bear the full cost of such audit unless such audit discloses an underpayment by Vical of more than […***…] of the amount of royalties or other payments payment due thereon. Such accountants under this Agreement, in which case, Vical shall disclose to Licensor only information relating to bear the accuracy full cost of the records kept and the payments made, such audit and shall be under a duty promptly remit 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 Astellas the close amount 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforunderpayment.

Records; Audits. Licensee shall keep (and or cause to be keptkept 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) and maintain complete and accurate records of the Net Sales by Licensor, Licensee and its Affiliates in accordance with generally accepted accounting principles. Such records and sublicensees shall be accessible to permit an independent certified public accountants, selected accountant appointed by Licensor and reasonably acceptable to Licensee, for audits conducted at reasonable times not more than once a year during the Royalty Period and for one upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar 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 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 ending not be required to retain such records for more than three (3) years after prior to Licensor’s request, the close correctness or completeness of any calendar quarter-year. No period shall be subject to audit royalty report or payment made under this Section more than once as to any entity being auditedAgreement. Substantial Underpayment. If Licensor shall promptly provide a copy of the results of any such audit reveals that to Licensee. Licensor shall bear the aggregate full cost of fees and royalties paid during the performance of any calendar year was more than * * * such audit, unless such audit discloses an underpayment exceeding five percent (* * *5%) less than of the amount that should have been paidactually due hereunder, then in which case Licensee shall bear the reasonable expenses reasonable, documented cost of the audit 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 borne by Licensee, which shall pay those expenses fully-creditable against future payments under this Agreement or (ii) refunded to Licensee within thirty ten (3010) business days after demand therefor by Licensor accompanied by the accountants’ statement thereforof its request.

Records; Audits. Licensee shall keep (LIMINATUS, its Affiliates and cause to be kept) and Sublicensees will maintain complete and accurate records regarding the calculation of the Net Sales by Licensee and its Affiliates in accordance with generally accepted accounting principlesroyalty payments payable hereunder. Such Upon reasonable prior notice, such records shall be accessible 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 accountants, accountant selected by Licensor TDT and reasonably acceptable to Licensee, for audits conducted not more than once a year during the Royalty Period and for one year after the termination thereof, on reasonable notice and at any reasonable times during business hoursLIMINATUS, for the sole 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 records kept royalty reports furnished by LIMINATUS pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with LIMINATUS and shall not disclose LIMINATUS’s Confidential Information, except to the payments madeextent 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 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 dispute such report in good faith. TDT shall be under a duty to keep confidential any other information obtained from bear the full cost of such records. Licensee and its Affiliates shall not be required to retain audit unless such records for audit discloses an underpayment by LIMINATUS of more than three (3) years after five percent of the close of amount due in any calendar quarter-year. No period , in which case LIMINATUS shall be subject to audit under this Section more than once as to any entity being audited. Substantial Underpayment. If any bear the full cost of 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, then the reasonable expenses of the audit shall be borne by Licensee, which shall pay those expenses within thirty (30) days after demand therefor by Licensor accompanied by the accountants’ statement thereforaudit.