Common use of Records Retention Audits Clause in Contracts

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. CENTOCOR, ONCOMED and 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 ONCOMED 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 [***] 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. 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 ONCOMED and Sublicensees to verify such report or statement. CENTOCOR and its Affiliates ONCOMED 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 ONCOMED shall pay for such inspection. CONFIDENTIAL, including reasonable attorney fees related thereto.

Records Retention Audits. CENTOCOR, its Affiliates and Sublicensees (a) Napo shall keep for three (3and shall ensure that its sublicensees and partners shall keep) years such records as are required to determine, in a manner consistent with GAAP and this Agreement, amounts due from it to Glenmark under Section 4.7(a). All such books, records and accounts shall be retained by Napo until the date later 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 (i) three (3) years after receiving the end of the period to which such books, records and accounts pertain and (ii) the expiration of the applicable Tax statute of limitations (or any report extensions thereof), or statement with respect for such longer period as may be required by Applicable Laws. (b) Glenmark shall have the right to royalties due have the books and payable to appoint records of Napo and its Affiliates inspected by an independent certified public accountant reasonably acceptable auditor selected by Glenmark (an auditor selected by Glenmark shall be submitted prior to CENTOCOR such audit for approval 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 keptNapo, upon reasonable notice from MORPHOSYS, solely to verify the accuracy of the reports and payments. Such inspection right whose acceptance shall not be exercised unreasonably delayed, conditioned, denied or withheld), to confirm payments due to it under Section 4.7(a), for a period covering not more than the preceding three (3) calendar years. Such auditor will execute a reasonable written confidentiality agreement with Napo and will disclose to Glenmark only such information directly regarding any actual discrepancies between the amounts reported or paid and the amounts payable under this Agreement. Such auditor will send a copy of its report to Napo within fifteen (15) calendar days of delivery of such report to Glenmark. Such report will include the methodology and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Records to be available for an inspection and audit under this Section 4.10(b) shall include all relevant documents (including contracts, invoices, receipts, and all other documents and records of whatever nature) wherever stored pertaining to payments specified above. The appointed auditor shall have the right to interview selected staff and inspect and copy all relevant documents. Such right may be exercised by Glenmark only once in per calendar year. (c) Glenmark shall bear the fees and expenses of such inspection, provided that, if an underpayment of more than ten percent (10%) of the payments due for any calendar year nor more than once with respect to sales of any Licensed Product is discovered in any given payment period. MORPHOSYS agrees to hold in strict confidence inspection, then Napo shall bear all information concerning royalty payments fees and reportsexpenses of that inspection within thirty (30) days after receipt of a copy of the auditor’s invoice from Glenmark for same, and all information learned shall pay to Glenmark within thirty (30) days after receipt of the auditor’s report any deficiency not previously paid, plus accrued interest on the underpayment at the floating rate of 30-day LIBOR +5% (as quoted in The Wall Street Journal or its successor) on the course of any audit or inspectionday after the payment is due, except calculated from the initial due date to the extent necessary for MORPHOSYS to reveal such information date paid in order to enforce its rights under this Agreement full and compounded monthly, or if disclosure is required the maximum rate permitted 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. CONFIDENTIALless.

Records Retention Audits. CENTOCORGENENTECH, 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 GENENTECH and its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. MORPHOSYS CURAGEN 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 GENENTECH to inspect the relevant records of CENTOCOR GENENTECH and its Affiliates and Sublicensees to verify such report or statement. CENTOCOR GENENTECH 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 MORPHOSYSCURAGEN, 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 CURAGEN 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 CURAGEN 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 CURAGEN 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 GENENTECH shall pay for such inspection. CONFIDENTIAL.

Records Retention Audits. CENTOCORGPC, 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 GPC 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 GPC to inspect the relevant records of CENTOCOR GPC and its Affiliates and Sublicensees to verify such report or statement. CENTOCOR GPC 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 and to cause its accountants 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 […***…] five percent (5%) of the amount paid, CENTOCOR GPC shall pay for such inspection. CONFIDENTIAL.

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. 42 of 124 ***Confidential Treatment Requested CONFIDENTIAL