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, and sold, and Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least [*] ([*]) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of Cornell by Cornell’s Internal Audit Department or by a Certified Public Accountant selected by 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 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 [*]percent ([*]%) 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 Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of [*] percent ([*]%) per year. Such interest shall be calculated from the date the correct payment was due to Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of [*] percent ([*]%) for any twelve-month (12-month) period, LICENSEE shall pay the difference within [*] ([*]) 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 Cornell UNIVERSITY by CornellUNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by Cornell 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 Cornell 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 Cornell UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of [*] ten percent ([*]I0%) per year. Such interest shall be calculated from the date the correct payment was due to Cornell 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-month 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 Cornell UNIVERSITY by CornellUNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by Cornell 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 Cornell 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 Cornell 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 Cornell 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-month 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, 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 Cornell by Cornell’s Internal Audit Department or by a Certified Public Accountant selected by 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 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 Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of [***] percent ([*]%) per year. Such interest shall be calculated from the date the correct payment was due to 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-month (12-month) period, LICENSEE shall pay the difference within [*] thirty ([*]30) days without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3(c).

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 Cornell UNIVERSITY by Cornell’s UNIVERSITY's Internal Audit Department or by a Certified Public Accountant selected by Cornell 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 Cornell 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 Cornell 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 Cornell 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-month 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, and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least [***] ([***]) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of Cornell UNIVERSITY by CornellUNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by Cornell 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 Cornell 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 [*]**] percent ([***]%) 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 Cornell UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of [***] percent ([***]%) per year. Such interest shall be calculated from the date the correct payment was due to Cornell UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of [***] percent ([***]%) for any twelve-month [***] (12-month[***]) period, LICENSEE shall pay the difference within [***] ([***]) days without interest charge or inspection cost. (c) UNIVERSITY may provide the VA with all financial information obtained from LICENSEE under Paragraph 4.1 hereof to the extent required under the VA/UC Agreement, and if such information is provided to the VA, UNIVERSITY will require that the VA not disclose it to third parties. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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, and Sublicense sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least [*] ([*]) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of Cornell [*] by Cornell’s Internal Audit Department LICENSOR's [*] or by a Certified Public Accountant selected by 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 Cornell LICENSOR 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 [*]percent ] ([*]%) for any twelve-month (12-month) [*] period, then LICENSEE shall pay the cost of the audit as well as any additional sum that which would have been payable to Cornell LICENSOR had the LICENSEE reported correctly, plus an interest charge on such additional sum at a rate of [*] percent ([*]%) per year. Such interest shall be calculated from the date the correct payment was due to Cornell up to the date when such payment is actually made by LICENSEE[*]. For underpayment not in excess of [*] percent (for any [*]%) for any twelve-month (12-month) ] period, LICENSEE shall pay the difference within [*]. (c) LICENSEE agrees to have an audit of sales and royalties conducted by [*] (at least [*] if annual Net Sales by LICENSEE, its Affiliates or Sublicensees are totaling [*]) days without interest charge . The audit shall address, at a minimum, the amount of [*] by or inspection coston behalf of LICENSEE during the audit period, the amount of [*] under this Agreement, and whether [*] have been paid to LICENSOR. A report [*] by [*] shall be submitted [*] by [*] to LICENSOR on [*]. [*].

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, and Sublicense fees Fees paid and received under this Agreement. Such records shall be retained by LICENSEE for at least [***] ([*]) years following a given reporting period. (b) All Subject to entry of commercially reasonable confidentiality agreements between the Parties and any audit firm, all records shall be available during normal business hours for inspection at the expense of Cornell by Cornell’s Internal Audit Department or by a Certified Public Accountant selected by 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 access need not be given to any such set of records more often than once each calendar year or more than [***] after the date of any report to be audited. Such inspector shall not disclose to 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 [*]percent ([*]%) *] 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 Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of [*] percent ([**]%) per year. Such interest shall be calculated from the date the correct payment was due to Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of [***] percent (for any [*]%) for any twelve-month (12-month) **] period, LICENSEE shall pay the difference within [***] ([*]) days without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3(c).