Common use of Records; Financial Audits Clause in Contracts

Records; Financial Audits. (a) Lilly will keep and maintain complete and accurate (and cause its Affiliates and applicable licensees and sublicensees to keep and maintain complete and accurate) records and books which may be necessary to ascertain properly and to verify the payments owed hereunder. Such records need only be kept and maintained for at least [**] after the end of any Calendar Year. (b) Upon the written request of Telix and not more than [**], Lxxxx shall permit (and Telix shall have the right to have) an independent certified public accounting firm of internationally recognized standing selected by Telix and reasonably acceptable to Lxxxx, at Telix’s expense, to have access during normal business hours to inspect the records of Lxxxx and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [**] prior to the date of such request. Any given period may not be audited more than [**]. The accounting firm shall disclose to Telix and Lxxxx whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This right to audit shall remain in effect throughout the Term of this Agreement and for a period of [**] after the end of the Calendar Year in which the termination or expiration of this Agreement occurs. If such accounting firm identifies an underpayment of royalties by Lxxxx during such period, Lxxxx shall pay Telix the amount of the underpayment within [**] of the date the accounting firm delivers to Lilly such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Telix unless the underpayment exceeds [**] percent ([**]%) of the amount owed by Lxxxx to Telix for any Calendar Year subject to such audit, in which case, the reasonable, documented out-of-pocket expense of the accounting firm to conduct such audit shall be borne by Lxxxx. Lxxxx shall pay interest on any underpayment at the rate set forth in Section 7.9. If such accounting firm identifies an overpayment of royalties by Lxxxx during such period, Lxxxx shall have the right to offset future royalty payments by such amount of overpayment or, if no future royalties are payable, Telix shall refund the amount of overpayment to Lilly. (c) Telix shall treat all financial information subject to review as Lxxxx’x Confidential Information in accordance with Article 8 of this Agreement, and shall, if and as requested by Lxxxx, cause its accounting firm(s) to enter into a reasonable and customary form of confidentiality agreement with Lxxxx or its Affiliate, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreement.

Records; Financial Audits. (a) Lilly Telix will keep and maintain complete and accurate (and cause its Affiliates and applicable licensees and sublicensees Sublicensees to keep and maintain complete and accurate) records and books which may be necessary to ascertain properly and to verify the payments owed hereunder. Such records need only be kept and maintained for at least [**] after the end of any Calendar Year. (b) Upon the written request of Telix Lxxxx and not more than [**], Lxxxx Telix shall permit (and Telix Lxxxx shall have the right to have) an independent certified public accounting firm of internationally recognized standing selected by Telix Lxxxx and reasonably acceptable to LxxxxTelix, at Telix’s Lxxxx’x expense, to have access during normal business hours to inspect the records of Lxxxx Telix, its Affiliates, and its Affiliates Sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [**] prior to the date of such request. Any given period may not be audited more than [**]. The accounting firm shall disclose to Lilly and Telix and Lxxxx whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This right to audit shall remain in effect throughout the Term of this Agreement and for a period of [**] after the end of the Calendar Year in which the termination or expiration of this Agreement occurs. If such accounting firm identifies an underpayment of royalties (including Sublicense Revenue Royalties) by Lxxxx Telix during such period, Lxxxx Telix shall pay Telix Lilly the amount of the underpayment within [**] of the date the accounting firm delivers to Lilly Telix such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Telix Lxxxx unless the underpayment exceeds [**] percent ([**]%) of the amount owed by Lxxxx Telix to Telix Lilly for any Calendar Year subject to such audit, in which case, the reasonable, documented out-out- of-pocket expense of the accounting firm to conduct such audit shall be borne by LxxxxTelix. Lxxxx Telix shall pay interest on any underpayment at the rate set forth in Section 7.96.9. If such accounting firm identifies an overpayment of royalties (including any Sublicense Revenue Royalties) by Lxxxx Telix during such period, Lxxxx Telix shall have the right to offset future royalty payments by such amount of overpayment or, if no future royalties are payable, Telix Lxxxx shall refund the amount of overpayment to LillyTelix. (c) Telix shall ensure that all Sublicenses granted pursuant to this Agreement include a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Lxxxx’x independent accountant to the same extent required of Telix under this Agreement. (d) Lxxxx shall treat all financial information subject to review as Lxxxx’x Telix’s Confidential Information in accordance with Article 8 of this Agreement, and shall, if and as requested by LxxxxTelix, cause its accounting firm(s) to enter into a reasonable and customary form of confidentiality agreement with Lxxxx Telix, its Affiliate or its AffiliateSublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreement.