Common use of Records; Audits Clause in Contracts

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10I0%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's 'S Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five [*] (5[*]) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY Cornell by UNIVERSITY's Cornell’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY Cornell and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY Cornell any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five [*]percent (5[*]%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of ten [*] percent (10[*]%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five [*] percent (5[*]%) for any twelve twelve-month (12)-month 12-month) period, LICENSEE shall pay the difference within thirty [*] (30[*]) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY the MRC by UNIVERSITY's the MRC’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY the MRC and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY the MRC any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY the MRC had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY the MRC up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five three (53) years following a given reporting period. (b) All Upon five (5) business days prior notice to LICENSEE all records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY LICENSORS by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12)-month 12-month) period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. If the audit reveals an aggregate overpayment by LICENSEE, the overpayment will be credited by LICENSEE against future royalty payment or other monetary obligations.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY THE REGENTS by UNIVERSITYTHE REGENTS's Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY THE REGENTS and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY THE REGENTS any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY THE REGENTS had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY THE REGENTS up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12)-month 12-month) period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE ALSE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense other fees received under this Agreement. Such records shall be retained by LICENSEE ALSE for at least five (5) years following a given reporting period. (b) All Upon five (5) business days prior notice to ALSE all records shall be available during normal business hours for inspection at the expense of UNIVERSITY NAVB by UNIVERSITY's NAVB’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY NAVB and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issues. Such inspector shall not disclose to UNIVERSITY NAVB any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then LICENSEE ALSE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY NAVB had the LICENSEE ALSE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY NAVB up to the date when such payment is actually made by LICENSEEALSE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12)-month 12-month) period, LICENSEE ALSE shall pay the difference within thirty (30) days without interest charge or inspection cost. NAVB may only conduct one such audit per calendar year.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products or Licensed Services manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY UWYO by UNIVERSITY's Internal Audit Department UWYO’s audit department or by a Certified Public Accountant selected by UNIVERSITY UWYO and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY UWYO any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit as well as any additional sum that would have been payable to UNIVERSITY UWYO had the LICENSEE reported correctly, correctly plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY UWYO up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and imported and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least five (5) years following a given reporting period. (b) All records shall be available during normal business hours for inspection inspection, at the expense of UNIVERSITY UNIVERSITY, by UNIVERSITY's ’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and in compliance with the other terms of this Agreement for the sole purpose of verifying the accuracy of reports and payments or other compliance issuespayments. Such inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issuesAgreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month twelve (12-month) month period, then LICENSEE shall pay the cost of the audit inspection as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12)-month 12) month period, LICENSEE shall pay the difference due to UNIVERSITY within thirty (30) days without interest charge or inspection cost.