Common use of Records of Unit Sales, Net Sales and Royalty Calculations Clause in Contracts

Records of Unit Sales, Net Sales and Royalty Calculations. During the Royalty Term and for a period of three years thereafter, Xxxxxxxx will keep complete and accurate records of Net Sales and all other information necessary to calculate Net Sales of Products, New Products and [***] (as applicable) in sufficient detail to allow the accrued royalties to be determined accurately in accordance with United States generally accepted accounting principles and to verify the royalty payments pursuant to Section 7.3. Senomyx, with reasonable written notice to Xxxxxxxx, xxxx have the right to cause Senomyx's nationally recognized independent, certified public accountant to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales and royalty payments. Such accountant must execute a confidentiality agreement prior to entering Campbell's premises, obligating such accountant to keep all information disclosed to it confidential and will only be permitted to disclose to Senomyx the extent of any discrepancy between royalty payments made by Xxxxxxxx under this Agreement and the actual royalty required to be so paid. Senomyx will bear the full cost of such audit unless such audit discloses a variance of more than [***] from the amount of the royalties due under this Agreement, in which event, Xxxxxxxx will bear the full cost of such audit. In all events, Xxxxxxxx will pay any underpayment with interest in accordance with Section 7.8. Senomyx agrees not to disclose Confidential Information concerning royalty payments reports, and all other information learned in the course of an audit or inspection, except to the extent necessary for Senomyx to enforce its rights under this Agreement or if disclosure is required by law.

Records of Unit Sales, Net Sales and Royalty Calculations. During the Royalty Term and for a period of three years thereafter, Xxxxxxxx Nestlé will keep complete and accurate records of Net Sales sales and all other information necessary to calculate Net Sales of Products, New Products and [***] (as applicable) of each Product in sufficient detail to allow the accrued royalties to be determined accurately in accordance with United States generally accepted accounting principles International Accounting Standards (IAS) and to verify the royalty payments pursuant to Section 7.37.4. Senomyx, with reasonable written notice to XxxxxxxxNestlé, xxxx will have the right to cause Senomyx's a nationally recognized independent, certified public accountant that is acceptable to both parties to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales [***] and royalty payments. Such accountant must execute a confidentiality agreement prior to entering CampbellNestlé's premises, obligating such accountant to keep all information disclosed to it confidential and will only be permitted to disclose to Senomyx the extent of any discrepancy between royalty payments made by Xxxxxxxx Nestlé under this Agreement and the actual royalty required to be so paid. Senomyx will bear the full reasonable cost of such audit unless such audit discloses a variance of more than [***] in Senomyx's favor from the amount of the royalties due under this Agreement, in which event, Xxxxxxxx Nestlé will bear the full reasonable cost of such audit. In all events, Xxxxxxxx Nestlé will pay any underpayment with interest in accordance with Section 7.87.9. Senomyx agrees not to disclose Confidential Information concerning royalty payments reports, and all other information learned in the course of an audit or inspection, except to the extent necessary for Senomyx to enforce its rights under this Agreement or if disclosure is required by law.

Records of Unit Sales, Net Sales and Royalty Calculations. During the Royalty Term and for a period of three (3) years thereafter, Xxxxxxxx Nestlé will keep ***Confidential Treatment Requested complete and accurate records of Net Sales sales and all other information necessary to calculate Net Sales of ProductsRoyalties, New Products and [***] (as applicable) of each Product in sufficient detail to allow the accrued royalties Royalties to be determined accurately in accordance with United States generally accepted accounting principles International Accounting Standards (IAS) and to verify the royalty Royalty payments pursuant to Section 7.37. Senomyx, with reasonable written notice to XxxxxxxxNestlé, xxxx will have the right to cause Senomyx's a nationally recognized independent, certified public accountant that is acceptable to both parties to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales Royalties, [***] of each Product and royalty Royalty payments. Such accountant must execute a confidentiality agreement prior to entering Campbell's Nestlé’s premises, obligating such accountant to keep all information disclosed to it confidential and will only be permitted to disclose to Senomyx the extent of any discrepancy between royalty Royalty payments made by Xxxxxxxx Nestlé under this Agreement and the actual royalty Royalty required to be so paid. Senomyx will bear the full reasonable cost of such audit unless such audit discloses a variance of more than [***] in Senomyx’s favor from the amount of the royalties due under this Agreement, in which event, Xxxxxxxx Nestlé will bear the full reasonable cost of such audit. In all events, Xxxxxxxx Nestlé will pay any underpayment with interest in accordance with Section 7.87.9. Senomyx agrees not to disclose Confidential Information concerning royalty Royalty payments reports, and all other information learned in the course of an audit or inspection, except to the extent necessary for Senomyx to enforce its rights under this Agreement or if disclosure is required by law.

Records of Unit Sales, Net Sales and Royalty Calculations. During the Royalty Term and for a period of three years thereafter, Xxxxxxxx Solae will keep complete and accurate records of Net Sales sales and all other information necessary to calculate Net Sales of Products, New Products and [***] (as applicable) each Product in sufficient detail to allow the accrued royalties to be determined accurately in accordance with United States generally accepted accounting principles and to verify the royalty payments pursuant to Section 7.3. Senomyx, with reasonable written notice to XxxxxxxxSolae, xxxx will have the right to cause Senomyx's ’s nationally recognized independent, certified public accountant to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales and royalty payments. Such accountant must execute a confidentiality agreement prior to entering Campbell's Solae’s premises, obligating such accountant to keep all information disclosed to it confidential and will only be permitted to disclose to Senomyx the extent of any discrepancy between royalty payments made by Xxxxxxxx Solae under this Agreement and the actual royalty required to be so paid. Senomyx […***…] will bear the full cost of such audit unless such audit discloses a variance of more than […***…] from the amount of the royalties due under this Agreement, in which event, Xxxxxxxx […***…]will bear the full cost of such audit. In all events, Xxxxxxxx […***…] will pay any underpayment with interest in accordance with Section 7.8 and […***…] will refund any overpayment with interest in accordance with Section 7.8. Senomyx agrees not to disclose Confidential Information concerning royalty payments reports, and all other information learned in the course of an audit or inspection, except to the extent necessary for Senomyx to enforce its rights under this Agreement or if disclosure is required by law.. ***Confidential Treatment Requested