Common use of Records; Review by Accountants Clause in Contracts

Records; Review by Accountants. Each of ASTI and Allergan shall keep and maintain, in accordance with generally accepted accounting principles, proper and complete records and books of account documenting all Research and Development Costs and amounts paid or payable by Allergan to ASTI under this Agreement, in the case of Allergan, and remaining Available Funds, in the case of ASTI. Each of ASTI and Allergan shall have the right, once in each calendar year during regular business hours and upon reasonable notice to the other party, and at its own expense, to examine or to have examined by a certified public accountant or similar person reasonably acceptable to the other party, pertinent books and records of one another, for the sole purpose of determining the correctness of amounts invoiced, paid or due under this Agreement and the application of Available Funds by ASTI. Such examination shall take place not later than two years following the year in question, and only one examination may take place with respect to any period as to which such books and records are examined. Each party shall obtain, for itself and for the other party, similar reasonable rights to audit the Research and Development Costs of, and payments with respect to Net Sales by, each third party engaged by ASTI pursuant to Section 3.1 or appointed or permitted by Allergan to commercialize any product as to which payments are due to ASTI hereunder.