Common use of Records; Inspection Clause in Contracts

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ * ] percent ([ * ]%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate Party, in each case together with interest noted in Section 7.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid).

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years [***] following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 8.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ * [***] percent ([ * ]%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate Party, in each case together with interest noted in Section 7.2 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid).

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years [*] following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ * [*] percent ([ * ]%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate Party, in each case together with interest noted in Section 7.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid).

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 8.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ * [*] percent ([ * [*]%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate Party, in each case together with interest noted in Section 7.2 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid)) .

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates shall keep (and cause its Sublicensees to keep, ) complete, true and accurate books of account and records for the purpose of determining the amounts royalty payments payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, reasonably accessible for at least three (3) years following the end of the calendar quarter year to which they pertain. Such records will be open for inspection during such three (3) year period by a public accounting firm representative or agent of the receiving Party reasonably acceptable to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreementpaying Party, solely which approval shall not be unreasonably withheld, for the purpose of determining verifying the payments statements provided pursuant to the other Party hereunderSection 7.1. Such inspections may be made no more than twice once each calendar year, at reasonable times mutually agreed by Syngenta and on Diversa. The inspecting Party’s representative or agent will be obliged to execute a confidentiality agreement acceptable to the other Party in its reasonable noticejudgment prior to commencing any such inspection and may only disclose to the inspecting Party the amount of any variance or error. Inspections The inspecting Party shall bear the costs and expenses of inspections conducted under this Section 7.4 shall be at the expense of the auditing Party7.5, unless a variation or error producing an increase underpayment in amounts payable exceeding [ * ] five percent ([ * ]5%) of the amount stated payable for the period covered by the inspection any year is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate paying Party or any overpayments will be returned to the paying Party, in each case together with interest noted on such unpaid amounts or overpayments at the rate specified in Section 7.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid)above.

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 8.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ { * ] } percent ([ { * ]}%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by the appropriate Party, in each case together with interest noted in Section 7.2 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid)) .

Records; Inspection. Each Party shall keep, and shall ensure that its Affiliates keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by a public accounting firm to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of determining the payments to the other Party hereunder. Such inspections may be made no more than twice once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 6.4 shall be at the expense of the auditing Party, unless a variation or error producing an increase exceeding [ * [*] percent ([ * [*]%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be paid promptly paid or refunded by the appropriate Party, in each case audited Party together with interest noted in Section 7.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid)due.

Records; Inspection. Each Party party shall keep, and shall ensure that its Affiliates keep, keep complete, true and accurate books of account accounts and records for the purpose of determining the amounts calculated and payable under pursuant to this AgreementArticle 7. Such books and records shall be kept at the principal place of business of such Partythe party, for at least three five (35) years following the end of the calendar quarter Reconciliation Period to which they pertain. Such records will be open for inspection during such five (5)-year period by a public accounting firm an independent auditor chosen by the inspecting party and reasonably acceptable to whom the audited Party has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely other party for the purpose of determining verifying the payments to the other Party amounts payable hereunder. Such inspections may be made no more than twice once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 7.5 shall be at the expense of the auditing Partyinspecting party, unless a variation or error producing an increase underpayment, to such party, in amounts payable exceeding [ * ] ten percent ([ * ]10%) of the amount stated payable for the period any Reconciliation Period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid underpaid amounts that are discovered will shall be promptly paid or refunded by the appropriate Partyparty in error, in each case together with interest noted on such underpaid amounts at the rate set forth in Section 7.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid).7.6