Common use of Records of Net Sales Clause in Contracts

Records of Net Sales. FALK and its Affiliates shall keep full, true and accurate books of xxxxunt containing all particulars that may be necessary for the purpose of calculating all royalties payable to ALTUS. Such books of accounts shall be kept at their principal place of business. ALTUS or its authorized independent public accountant shall have the right to perform an audit, conducted in accordance with German GAAP, of such books and records of FALK and its Affiliates that are necessary to report on Net Sales of xxx Licensed Product for the period or periods requested by ALTUS and the correctness of any report or payments made under this Agreement. Upon timely request and at least [*****************] prior written notice from ALTUS, such audit shall be conducted during FALK's regular business hours in such a manner as to not unnecessarixx xxxerfere with FALK's normal business activities, and shall be limited to results ix xxx [*******************] prior to audit notification. Such audit shall not be performed more frequently than [********************] nor more frequently than [***] with respect to records covering any specific period of time. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as FALK Confidential Information subject to the obligations of this Agrxxxxnt and need neither be retained more than [************] after completion of an audit hereof, if an audit has been requested; nor more than [*********] from the end of the calendar year to which each shall pertain; nor more than [***********] after the date of expiration or termination of this Agreement. If the audit reveals an underpayment, FALK shall promptly make up such underpayment with interest, to the xxxxnt permitted by applicable law, with such interest payment calculated for each month during the delinquent period at the Prime rate applicable on the last day of such month as reported in the Wall Street Journal from time to time, plus, at ALTUS' option, an additional [*********], calculated on the number of days such underpayment amount is overdue. If the audit reveals that the royalties owed by FALK to ALTUS for the countries specifically requested and for any cxxxxdar year in total have been understated by more than [*************], FALK shall, in addition, pay the reasonable costs of such audit work. Xxe failure of ALTUS to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reporting.

Records of Net Sales. FALK Roche and its Affiliates shall keep keep, and shall require its sublicensees to keep, full, true and accurate books of xxxxunt account containing all particulars that may be necessary for the purpose of calculating all royalties payable to ALTUSOSI. Such books of accounts shall be kept at their principal place of business. ALTUS At the reasonable expense of OSI, OSI or its authorized independent public accountant shall have has the right to perform engage Roche's officially appointed worldwide independent public accountant to perform, on behalf of OSI or its independent public accountant, an audit, conducted in accordance with German GAAPinternational accounting standards (IAS), of such books and records of FALK and Roche, its Affiliates and sublicensees, that are deemed necessary by Roche's independent public accountant to report on Net Sales of xxx Licensed Product for the period or periods requested by ALTUS OSI and the correctness of any report or payments made under this Agreement. Roche shall have the right to participate in the determination of the scope of such audit procedures. Upon timely request and at least [*****************] thirty (30) working days' prior written notice from ALTUSOSI, such audit shall be conducted as an additional audit work during FALKRoche's annual audit of the countries specifically requested by OSI, during regular business hours in such a manner as to not unnecessarixx xxxerfere unnecessarily interfere with FALKRoche's normal business activities, and shall be limited to results ix xxx [*******************] in the two (2) calendar years prior to audit notification. Such audit shall not be performed more frequently than [********************] once per calendar year nor more frequently than [***] once with respect to records covering any specific period of time. **. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as FALK Roche Confidential Information subject to the obligations of this Agrxxxxnt Agreement and need neither be retained more than [************] one (1) year after completion of an audit hereof, if an audit has been requested; nor more than [*********] three (3) years from the end of the calendar year to which each shall pertain; nor more than [***********] one (1) year after the date of expiration or termination of this Agreement. Audit results shall be shared by Roche and OSI. If the audit reveals an underpayment, FALK Roche shall promptly make up such underpayment with interest, to the xxxxnt permitted by applicable law, with such interest payment calculated for each month during the delinquent period at the Prime rate applicable on the last day of such month as reported in the Wall Street Journal from time to time, plus, at ALTUS' option, an additional [*********], calculated on the number of days such underpayment amount is overdueunderpayment. If the audit reveals that the royalties owed by FALK ------------------- ** This portion has been redacted pursuant to ALTUS for the countries specifically requested and for any cxxxxdar year in total have been understated by more than [*************], FALK shall, in addition, pay the reasonable costs of such audit work. Xxe failure of ALTUS to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportinga confidential treatment request.