Common use of Records Retention and Audit Clause in Contracts

Records Retention and Audit. With respect to each Product, Licensee shall keep, and shall cause its Sublicensees, and their respective agents, to keep for as long as legally required and in no event less than five (5) years, complete, true and accurate books of accounts and records of all quantities of Products manufactured and sold (or otherwise distributed) in sufficient detail to confirm the accuracy of the Net Sales and royalty calculations hereunder. Upon reasonable prior written notice from Licensor, during the Term and for three (3) years thereafter, no more than once per twelve month period, Licensee shall permit an independent certified public accountant, appointed and paid by Licensor, and reasonably acceptable to Licensee, at reasonable times during normal business hours and under a written confidentiality agreement between the accountant and Licensee executed prior to the inspection, to examine these records solely to the extent reasonably necessary to verify such calculations for any calendar year ending not more than thirty-six (36) months prior to [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION the date of such request. Such investigation shall be at the expense of Licensor, unless it reveals a discrepancy in Licensee’s favor of more than [***], in which event Licensee shall reimburse Licensor for the accountant’s fees related thereto. If such investigation shows underpayment of royalties, Licensee shall promptly (but in no event later than thirty (30) days after Licensee’s receipt of the independent auditor’s report so correctly concluding) remit to Licensor the amount of such underpayment, and all such payments shall be subject to the accrual of interest pursuant to Section 6.7. Licensee shall ensure that all Sublicensees comply with Licensee’s obligations under this Section.

Records Retention and Audit. With respect to each any Licensed Product, Licensee shall keepMedImmune, and shall cause its Affiliates and Sublicensees, and their respective agents, to keep shall keep, for as long as legally required and in no event less than five [***] (5[***]) years[***], complete, true and accurate books of accounts and records of all quantities of Products manufactured and quantities sold (or otherwise distributed) in sufficient detail to confirm the accuracy of the Net Sales and royalty Royalty calculations hereunder. Upon reasonable prior written notice from LicensorBioWa, during the Term and for three [***] (3[***]) years [***] thereafter, no more than once per twelve month period, Licensee MedImmune shall permit an independent certified public accountantaccountant of nationally recognized standing, appointed and paid by LicensorBioWa, and reasonably acceptable to LicenseeMedImmune, at reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CONFIDENTIAL times during normal business hours hours, no more than once each calendar year and under a written confidentiality agreement between the accountant and Licensee executed prior to the inspectionagreement, to examine these records solely to the extent reasonably necessary to verify such calculations for any calendar year ending not more than thirty-six (36) months prior to the [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION Calendar Quarters that immediately precede the date of such requestCalendar Quarter in which the examination is made. The person conducting the inspection shall only be permitted to disclose whether a discrepancy exists and the amount thereof. Such investigation shall be at the expense of LicensorBioWa, unless it reveals a discrepancy in LicenseeMedImmune’s favor of more than [***] ([***]), in which event Licensee MedImmune shall reimburse Licensor for the accountant’s fees pay all reasonable expenses related thereto. If such investigation shows underpayment of royaltiesRoyalties, Licensee MedImmune shall promptly (but in no event later than thirty (30) days [***] after LicenseeMedImmune’s receipt of the independent auditor’s report so correctly concluding) remit to Licensor BioWa the amount of such underpayment, and all such payments shall will be subject to the accrual of interest pursuant to Section 6.73.3. Licensee In the event that there was an overpayment by MedImmune hereunder, BioWa shall ensure that promptly (but in no event later than [***] ([***]) [***] after BioWa’s receipt of the independent auditor’s report so correctly concluding) refund to MedImmune the excess amount, and all Sublicensees comply with Licensee’s obligations under this Sectionsuch amounts will be subject to the accrual of interest at the same rate as set forth for MedImmune payments in Section 3.3.

Records Retention and Audit. With respect to each Product, Licensee shall keep, and shall cause its Sublicensees, and their respective agents, to keep for as long as legally required and in no event less than five (5) years, complete, true and accurate books of accounts and records of all quantities of Products manufactured and sold (or otherwise distributed) in sufficient detail to confirm the accuracy of the Net Sales and royalty calculations hereunder. Upon reasonable prior written notice from Licensor, during the Term and for three (3) years thereafter, no more than once per twelve month period, Licensee shall permit an independent certified public accountant, appointed and paid by Licensor, and reasonably acceptable to Licensee, at reasonable times during normal business hours and under a written confidentiality agreement between the accountant and Licensee executed prior to the inspection, to examine these records solely to the extent reasonably necessary to verify such calculations for any calendar year ending not more than thirty-six (36) months prior to [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION the date of such request. Such investigation shall be at the expense of Licensor, unless it reveals a discrepancy in Licensee’s favor of more than [***], in which event Licensee shall reimburse Licensor for the accountant’s fees related thereto. If such investigation shows underpayment of royalties, Licensee shall promptly (but in no event later than thirty (30) days after Licensee’s receipt of the independent auditor’s report so correctly concluding) remit to Licensor the amount of such underpayment, and all such payments shall be subject to the accrual of interest pursuant to Section 6.7. Licensee shall ensure that all Sublicensees comply with Licensee’s obligations under this Section.

Records Retention and Audit. With respect to each Product, Licensee shall keep, and shall cause its Sublicensees, and their respective agents, to keep for as long as legally required and in no event less than five (5) years[***], complete, true and accurate books of accounts and records of all quantities of Products manufactured and sold (or otherwise distributed) in sufficient detail to confirm the accuracy of the Net Sales and royalty calculations hereunder. Upon reasonable prior written notice from Licensor, during the Term and for three (3) years [***] thereafter, no more than once per [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Copy twelve month period, Licensee shall permit an independent certified public accountant, appointed and paid by Licensor, and reasonably acceptable to Licensee, at reasonable times during normal business hours and under a written confidentiality agreement between the accountant and Licensee executed prior to the inspection, to examine these records solely to the extent reasonably necessary to verify such calculations for any calendar year ending not more than thirty-six (36) months prior to [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION prior to the date of such request. Such investigation shall be at the expense of Licensor, unless it reveals a discrepancy in Licensee’s favor of more than [***], in which event Licensee shall reimburse Licensor for the accountant’s fees related thereto. If such investigation shows underpayment of royalties, Licensee shall promptly (but in no event later than thirty (30) days [***] after Licensee’s receipt of the independent auditor’s report so correctly concluding) remit to Licensor the amount of such underpayment, and all such payments shall be subject to the accrual of interest pursuant to Section 6.76.9. If such investigation shows overpayment of royalties, Licensor shall refund any such overpayment to Licensee. Licensee shall ensure that all Sublicensees comply with Licensee’s obligations under this Section.