Common use of Records; Inspection Clause in Contracts

Records; Inspection. Payor shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAP, showing Net Sales on country-by-country and Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such five (5) year period by independent accountants reasonably acceptable to Payor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] each Calendar Year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, then within thirty (30) days of written request by Payee, Payor shall pay Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c). Inspections conducted under this Section 6.5 shall be at the expense of Payee, unless a variation or error in favor of Payor exceeding [*] percent ([*] %) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. Payor TSD shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAPgenerally accepted accounting principals, showing Net Sales of Product on a country-by-country and Licensed Product-by-Licensed Product basisbases, and PayorTSD’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable)procedures, consistently applied. Such books and records shall be kept for at least [*] five ([*]5) years following the end of the Calendar Quarter calendar quarter to which they pertain. Such records will be open for inspection by Payee PPD during such five (5) year period by independent accountants reasonably acceptable to PayorTSD, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] once each Calendar Yearcalendar year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of PayorTSD. If any errors in favor of Payor TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PayeePPD, Payor TSD shall pay Payee PPD those amounts that Payee PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c6.1(b). Inspections conducted under this Section 6.5 shall be at the expense of PayeePPD, unless a variation or error in favor of Payor TSD exceeding [*] percent ([*] ]%) of the amount due stated for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar QuarterTSD.

Records; Inspection. Payor shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAP, showing Net Sales on country-by-country and Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such five [*] (5[*]) year period by independent accountants reasonably acceptable to Payor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] each Calendar Year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, then within thirty (30) days of written request by Payee, Payor shall pay Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c). Inspections conducted under this Section 6.5 shall be at the expense of Payee, unless a variation or error in favor of Payor exceeding [*] percent ([*] ]%) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. Payor shall keep, and shall require its Permitted Sellers Affiliates and Sublicensees to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement, including royalties and reimbursement of Development Costs. Such records shall be kept in accordance with GAAPGAAP and such entity’s usual internal practices and procedures (which shall be commercially reasonable) consistently applied, showing Net Sales on a country-by-country and Licensed Product-by-Licensed Product basis and Development Costs on an itemized basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently appliedas applicable. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such five (5) [*] year period by independent accountants reasonably acceptable to Payor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] once each Calendar Year, at a reasonable time and on reasonable notice notice, and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payor, and any such independent accountant shall be required to enter into a customary confidentiality agreement with Payor. If any errors in favor of Payor are discovered in the course of such inspection, then within thirty (30) days of written request by Payee, Payor shall pay Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c7.1(c). Inspections conducted under this Section 6.5 7.5 shall be at the expense of Payee, unless a variation or error in favor of Payor exceeding [*] percent ([*] %) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented out-of-pocket costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately in any succeeding Calendar Quarter.

Records; Inspection. Payor shall keepLICENSEE agrees to maintain, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAP, showing show Net Sales on country-by-country and Licensed Product-by-Licensed Product basis, and PayorLICENSEE’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied, and GAAP or IFRS, consistently applied. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee LICENSOR during such five (5) year [*] period by LICENSOR or independent accountants reasonably acceptable to Payorcertified public accountants, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. If requested by notice from LICENSOR, LICENSEE shall make, and cause to be made, such records available during normal business hours to enable such accountant to verify the accuracy of any payments made in accordance with this Agreement. Such inspections shall be made no more than [*] each Calendar Year, at reasonable time and on reasonable notice notice. Such accountant shall promptly report to LICENSOR only whether LICENSEE’s payments for the Product(s) and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payorcalculations thereof are correct or incorrect, and, if incorrect, what, in said accountant’s professional opinion, the correct amounts should have been. If any errors in favor of Payor LICENSEE are discovered in the course of such inspection, then within thirty (30) days of upon written request notice by PayeeLICENSOR to LICENSEE, Payor LICENSEE shall pay Payee those amounts that Payee would have received to LICENSOR within [*] any amount owed to LICENSOR in accordance with the absence of such errors, findings plus interest pursuant to and in accordance with Section 6.1(c)8.2. Inspections conducted under this Section 6.5 The fees and expenses associated with any such audit shall be at borne by LICENSOR, provided that LICENSEE shall reimburse LICENSOR for the expense same in the event the audit reveals an underpayment by LICENSEE of Payee, unless a variation or error in favor of Payor exceeding more than [*] percent ([*] ]%) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to PayeeLICENSOR, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.