Records Retention Audits. CENTOCOR, its Affiliates and Sublicensees shall keep for three (3) years from the date of each payment of royalties complete and accurate records of sales by CENTOCOR and its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. MORPHOSYS shall have the right for a period of three (3) years after receiving any report or statement with respect to royalties due and payable to appoint an independent certified public accountant reasonably acceptable to CENTOCOR to inspect the relevant records of CENTOCOR and its Affiliates and Sublicensees to verify such report or statement. CENTOCOR and its Affiliates and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from MORPHOSYS, solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once in any calendar year nor more than once with respect to sales of any Licensed Product in any given payment period. MORPHOSYS agrees to hold in strict 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 MORPHOSYS to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. The results of each inspection, if any, shall be binding on both Parties. MORPHOSYS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than […***…] of the amount paid, CENTOCOR shall pay for such inspection. CONFIDENTIAL
Records Retention Audits. Each Party shall keep, and require its Affiliates and Sublicensees to keep, for a period of not less than [**] years following the end of the reporting period to which they pertain, complete and accurate records of all Net Sales and, if applicable, Net Income. For the sole purpose of verifying royalties payable to a Party, such Party shall have the right at such Party’s expense to retain an independent certified public accountant selected by such Party and reasonably acceptable to the audited Party, to review such records in the location(s) where such records are maintained by such audited Party, its Affiliates or its Sublicensees, upon reasonable notice and during regular business hours, subject to Article 10. Results of such review shall be made available to both Parties. If the review reflects an underpayment of royalties to the auditing Party, such underpayment shall be promptly remitted to such auditing Party, together with interest calculated in the manner provided in Section 8.3 below. If the underpayment is equal to or greater than [**] percent ([**]%) of the royalty amount that was otherwise due, the audited Party shall pay all of the costs of such review. If the review reflects an overpayment of royalties to the auditing Party, the amount of such overpayment shall be credited against future royalties owed by the audited Party to the auditing Party. Such inspection right shall not be exercised more than once in any calendar year nor more frequently than once with respect to records covering any specific period of time, except in the event of accounting changes or restatements by the audited Party or its Affiliates directly related to a product for which royalties are owed and limited to any specific country changes or restatements. Each Party shall use commercially reasonable efforts to obtain a comparable right of audit for the other Party of each Sublicensee. To the extent that either Party does not have the right to grant the other Party the right to audit one or more of its Sublicensees’ books and records hereunder, such Party shall obtain for itself such right and provide the result of such audit for inspection by the other Party pursuant to this Section 7.6.2.
Records Retention Audits. The Consultant shall retain all records pertinent to this Professional Services Agreement for a period of three years after the term of the Professional Services Agreement has ended. Pursuant to Minnesota Statutes, Section 16C.05, the Consultant agrees that the City or State Auditor, including duly authorized representatives of the City or State Auditor, shall have access to and the right to examine, audit, excerpt and transcribe any books, documents, papers, and records that involve relevant transactions relating to this Professional Services Agreement at any time during normal business hours and as often as they may reasonably deem necessary.
Records Retention Audits
