Common use of Records; Inspection Clause in Contracts

Records; Inspection. Each party and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such party, as the case may be, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. following the end of the calendar [*] to which they pertain. Such records will be open for inspection during such [*] period by an independent auditor reasonably acceptable to the audited party, solely for the purpose of verifying royalty statements hereunder. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 shall be at the expense of the auditing party, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) of the amount stated for any 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 amounts that are discovered will be paid promptly by the audited party together with interest thereon for late payments as set forth above. Each party agrees to hold in confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for each party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.

Records; Inspection. Each party and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such party, as the case may be, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years following the end of the calendar [*] to which they pertain. Such records will be open for inspection during such [*] year period by an independent auditor reasonably acceptable to the audited party, solely for the purpose of verifying royalty statements hereunder. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 5.7 shall be at the expense of the auditing party, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) of the amount stated for any 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 amounts that are discovered will be paid promptly by the audited party together with interest thereon for late payments as set forth above. Each party agrees to hold in confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for each party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.

Records; Inspection. Each party Party shall keep (and cause its sublicensees and its and their respective Affiliates shall keep to keep) complete, true and accurate books of account and records for that fairly reflect its Net Sales of Products and, with respect to ABX, the purpose FTE costs and expenses incurred in connection with the Research Programs and the Development Programs, all in sufficient detail to confirm the accuracy of determining the royalty amounts payable under this Agreementany payments required or made hereunder. Such books and records shall be kept at the principal place of business of such party, as the case may be, maintained by each Party for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. three (3) years following the end of the calendar [*] quarter to which they pertain. Such records will of a Party and its Affiliates shall be open for inspection during such [*] three-year period by an independent auditor certified public accounting firm of internationally recognized standing, chosen by the other Party, and reasonably acceptable to the audited partyParty, solely which approval shall not be unreasonably withheld or delayed, for the purpose of verifying royalty statements the accuracy of any payments required or made hereunder. Such All such inspections may be made no more than once each calendar year, year at reasonable times and on mutually agreed by the Parties. The independent accountants chosen by the auditing Party will be obliged to execute a reasonable noticeconfidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 6.6 Article 9 shall be at the expense of the auditing partyParty, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*Confidential treatment requested] percent ([*]%) of the amount stated for any period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for audit of such period and any unpaid amounts that are discovered will be paid promptly by the audited party together with interest thereon for late payments as set forth above. Each party agrees to hold in confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for each party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by lawParty.

Records; Inspection. Each party and its Affiliates GF shall keep complete, true and accurate books of account and records on its own behalf and on behalf of the GF Affiliates for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such party, as the case may be, GF or its designated Affiliate for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. three (3) years following the end of the calendar [*] quarter to which they pertain. Such records will be open for inspection during such [*] three (3) year period by an independent auditor who is reasonably acceptable to the audited partyparties and agrees to be bound to confidentiality protections of similar scope to those set out in Section 7 hereof, solely for the purpose of verifying royalty statements hereunder. Such auditor shall be instructed to report only as to whether there is a discrepancy, and if so, the amount of such discrepancy. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 shall be at the expense of the auditing partyIM, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) of the amount stated royalties payable for any period covered by the inspection is established and confirmed in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered will be paid promptly by GF. Further, IM will have the audited party together with interest thereon right thereafter to conduct additional inspections from time to time for late payments as set forth abovereasonable cause. Each party agrees to hold in confidence pursuant to Section 7 all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for each that party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.

Records; Inspection. Each party and its Affiliates Party shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of such partyeach Party, as the case may be, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. three (3) years following the end of the calendar [*] six (6) month period to which they pertain. Such Each Party (the “Audited Party”) shall make such account and records will be open available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during such [*] period business hours, with not less than thirty (30) Business Days’ advance written notice, by an independent auditor nominated by such and reasonably acceptable to for the audited partyAudited Party, solely for the purpose of verifying royalty statements hereunderthe accuracy of any statement or report given by the Audited Party. Such inspections auditor shall advise the Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated and reported, and, if not, then the amount of such discrepancy. A Party’s financial records with respect to a given period of time shall only be subject to one (1) audit, except in the case of fraud. The Auditing Party’s right to perform an audit pertaining to any Calendar Year shall expire three (3) years after the end of such Calendar Year. The auditor shall be required to keep confidential all information learnt during any such inspection, and to disclose to the Auditing Party only such details as may be made no more than once each calendar year, at reasonable times and on reasonable noticenecessary to report the accuracy of the Audited Party’s statement or report. Inspections conducted under this Section 6.6 The Auditing Party shall be at responsible for the expense of the auditing partyauditor’s costs, unless the auditor certifies that there was a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] five percent ([*]5%) of the royalty amount stated for any period covered by the inspection is established in the course of any such inspection, whereupon then all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered will shall be paid promptly by the audited party together with interest thereon for late payments as set forth above. Each party agrees to hold in confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for each party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by lawAudited Party.

Records; Inspection. Each party ExxonMobil and its Affiliates Symyx shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable performance of such party's obligations under this Agreement. Such books and records shall be kept at the principal place of business of such party, as the case may be, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. * following the end of the calendar [*] year quarter to which they pertain. Such records will be open for inspection during such [*] * period by an independent auditor reasonably acceptable the internal audit staff of the inspecting party or by a public accounting firm to whom the audited partyinspected party has no reasonable objection, solely for the purpose of verifying royalty statements hereunderconfirming performance of such party's obligations under this Agreement. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 9.04 shall be at the expense of the auditing inspecting party, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) * in favor of the amount stated for any period covered by the inspection inspecting party is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered will be paid promptly by the audited inspected party together with interest thereon for late from the date such payments were due at the lesser of (a) *; or (b) the maximum rate permitted by law. The internal audit staff of the inspecting party or the public accounting firm employees shall sign a reasonable confidentiality agreement as set forth above. Each party agrees a condition precedent to hold in confidence all information concerning royalty payments and reportsthe inspection, and shall report to the inspecting party only that information necessary to confirm performance of the inspected party's obligations under this Agreement. ExxonMobil and Symyx shall treat all information learned in the course of any audit or inspectioninspection under this Section 9.04 as Confidential Information, except to the extent necessary for each such party to reveal such information in order to enforce its rights under this Agreement or if disclosure is as required by law.

Records; Inspection. Each party Party shall keep, and shall ensure that its Affiliates shall keep keep, complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Such books and records shall be kept at the principal place of business of such party, as the case may beParty, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. following the end of the calendar [*] quarter to which they pertain. Such records will be open for inspection during such [*] period by an independent auditor reasonably acceptable a public accounting firm to whom the audited partyParty has no reasonable objection and subject to such accounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of verifying royalty statements determining the payments to the other Party hereunder. Such inspections may be made no more than once twice each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 7.4 shall be at the expense of the auditing partyParty, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) of the amount stated for any 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 promptly or refunded by the audited party appropriate Party, in each case together with interest noted in Section 7.2 thereon for late from the date such payments as set forth above. Each party agrees to hold in confidence all information concerning royalty payments and reports, and all information learned in the course of any audit were due (if underpaid) or inspection, except to the extent necessary for each party to reveal such information in order to enforce its rights under this Agreement or paid (if disclosure is required by lawoverpaid).

Records; Inspection. Each party ExxonMobil and its Affiliates Symyx shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable performance of such party’s obligations under this Agreement. Such books and records shall be kept at the principal place of business of such party, as the case may be, for at least [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. * following the end of the calendar [*] year quarter to which they pertain. Such records will be open for inspection during such [*] * period by an independent auditor reasonably acceptable the internal audit staff of the inspecting party or by a public accounting firm to whom the audited partyinspected party has no reasonable objection, solely for the purpose of verifying royalty statements hereunderconfirming performance of such party’s obligations under this Agreement. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. Inspections conducted under this Section 6.6 9.04 shall be at the expense of the auditing inspecting party, unless a variation or error producing an increase of at least [*] Dollars ($[*]) and exceeding [*] percent ([*]%) * in favor of the amount stated for any period covered by the inspection inspecting party is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered will be paid promptly by the audited inspected party together with interest thereon for late from the date such payments were due at the lesser of (a) *; or (b) the maximum rate permitted by law. The internal audit staff of the inspecting party or the public accounting firm employees shall sign a reasonable confidentiality agreement as set forth above. Each party agrees a condition precedent to hold in confidence all information concerning royalty payments and reportsthe inspection, and shall report to the inspecting party only that information necessary to confirm performance of the inspected party’s obligations under this Agreement. ExxonMobil and Symyx shall treat all information learned in the course of any audit or inspectioninspection under this Section 9.04 as Confidential Information, except to the extent necessary for each such party to reveal such information in order to enforce its rights under this Agreement or if disclosure is as required by law.