Common use of Reports, records & Audit Clause in Contracts

Reports, records & Audit. 1. Licensee shall keep and shall require its Affiliates and sublicensees to keep, accurate records together with supporting documentation of the use of the Licensed Patents [and Trade Secrets] and the development, production and/or use, including efforts thereto, of Licensed Products and Processes and/or sold under this Agreement, as well as achievement of Milestones and progress of the Development Plan, appropriate to determine the payments and the amounts due to Licensor under this Agreement. Such records and documentation shall be retained for at least seven (7) years following the end of the reporting period to which they relate. 2. Licensee shall make, and shall require its Affiliates and sublicensees to make, these records and documentation available during normal business hours for examination by a certified public accountant or other authorised auditor appointed by Licensor, for the sole purpose of verifying progress and/or financial reports and payments under this Agreement. In conducting examinations pursuant to this article, the accountant or auditor shall have access to all records which Licensor or the accountant or auditor reasonably believe to be relevant for these examinations. The accountant or auditor shall not disclose to Licensor any information other than information relating to the accuracy of reports and payments made under this Agreement. An examination by an accountant or auditor may take place once per calendar year. 3. In the event any such examination discloses that Licensee has underpaid any amount due to Licensor under this Agreement, Licensee shall forthwith pay to Licensor all amounts that would have been payable to Licensor had Licensee reported correctly, plus interest at the statutory rate for commercial agreements, as set out in article 6:119a of the Dutch Civil Code. 4. Such examination by an accountant or auditor will be at the expense of Licensor, except that if such examination shows an underreporting or underpayment in excess of five percent (5%) for any 12 months’ period or a material underrepresentation in the activity of Licensee to develop the Licensed Products and Processes, then Licensee shall pay the costs of such examination.

Reports, records & Audit. 1. Licensee shall keep and shall require its Affiliates and sublicensees to keep, accurate records together with supporting documentation of the use of the Licensed Patents [and Trade Secrets] and the development, production and/or use, including efforts thereto, of Licensed Products and Processes and/or sold under this Agreement, as well as achievement of Milestones and progress of the Development Plan, appropriate to determine the payments and the amounts due to Licensor under this Agreement. Such records and documentation shall be retained for at least seven (7) years following the end of the reporting period to which they relate. 2. Licensee shall make, and shall require its Affiliates and sublicensees to make, these records and documentation available during normal business hours for examination by a certified public accountant or other authorised auditor appointed by Licensor, for the sole purpose of verifying progress and/or financial reports and payments under this Agreement. In conducting examinations pursuant to this article, the accountant or auditor shall have access to all records which Licensor or the accountant or auditor reasonably believe to be relevant for these examinations. The accountant or auditor shall not disclose to Licensor any information other than information relating to the accuracy of reports and payments made under this Agreement. An examination by an accountant or auditor may take place once per calendar year. 3. In the event any such examination discloses that Licensee has underpaid any amount due to Licensor under this Agreement, Licensee shall forthwith pay to Licensor all amounts that would have been payable to Licensor had Licensee reported correctly, plus interest at the statutory rate for commercial agreements, as set out in article 6:119a of the Dutch Civil Code. 4. Such examination by an accountant or auditor will be at the expense of Licensor, except that if such examination shows an underreporting or underpayment in excess of five percent (5%) for any 12 months’ period or a material underrepresentation in the activity of Licensee to develop the Licensed Products and Processes, then Licensee shall pay the costs of such examination.

Reports, records & Audit. 1. 10.1.1 In connection with payment of royalties on Net Sales, Licensee shall keep and provide Calliditas with a written report concerning the calculation of royalty payable by Licensee to Calliditas hereunder. Each such report shall require its Affiliates and sublicensees to keep, accurate records together with supporting documentation contain total number of the use of the Licensed Patents [and Trade Secrets] and the development, production and/or use, including efforts thereto, units of Licensed Products sold or transferred by Licensee or its Affiliates or sub-licensees during the most recent calendar quarter, together with any exchange rates used for conversion, and Processes and/or sold under this Agreement, as well as achievement total royalties due. 10.1.2 Receipt or acceptance by Calliditas of Milestones and progress any of the Development Planreports furnished pursuant to Section 10.1.1 above or of any sums paid hereunder shall not preclude Calliditas from questioning the correctness thereof based on the audit conducted in accordance with Section 10.1.3, appropriate to determine and in the payments and the amounts due to Licensor under this Agreement. Such records and documentation event any inconsistencies or mistakes are discovered in such reports or payments, they shall be retained promptly rectified and appropriate payment, if necessary, shall be made by Licensee of any amounts. 10.1.3 Licensee shall maintain, and cause to be maintained, for at least seven (7) years a period of [***] following the end of the reporting period calendar year to which they relate. 2pertain, full and true books of accounts and other records in sufficient detail so that the royalties and other payments payable to Calliditas hereunder can be properly ascertained. Licensee These records shall make, be ready for inspection and shall require its Affiliates and sublicensees to make, these records and documentation available examination during normal business hours for examination upon no less than [***] business days’ written notice, by an independent auditor bound by a certified public accountant confidentiality agreement or other authorised auditor appointed by Licensorprofessional secrecy, for the sole purpose of verifying progress and/or financial reports correct royalty payments. Licensee shall co-operate at such audit and payments under this Agreement. In conducting examinations pursuant to this article, the accountant or auditor shall have access to all records which Licensor or the accountant or auditor give any explanations that may reasonably believe to be relevant for these examinationsrequested. The accountant cost for such audit shall be borne by Calliditas. However, and without prejudice to any other remedy or auditor shall not disclose to Licensor any information other than information relating to the accuracy of reports and payments made under this Agreement. An examination by an accountant or auditor may take place once per calendar year. 3. In the event any such examination discloses that Licensee has underpaid any amount action available due to Licensor under breach of this Agreement, if the audit should determine a discrepancy between royalty reported and the royalty actually due resulting in underpayment of royalties of more than [***]% or if the audit (of such books, accounts or records) should determine a material discrepancy between permitted use under this Agreement and actual use of the Licensed Technology, then the cost and expense of the audit shall be borne by Licensee. Licensee shall forthwith promptly pay to Licensor Calliditas all amounts that would determined by any inspection to be due to Calliditas, with interest in accordance with Section 11.1.2 below from the date the same should have been payable to Licensor had Licensee reported correctly, plus interest at the statutory rate for commercial agreements, as set out in article 6:119a of the Dutch Civil Codepaid. 4. Such examination by an accountant or auditor will be at the expense of Licensor, except that if such examination shows an underreporting or underpayment in excess of five percent (5%) for any 12 months’ period or a material underrepresentation in the activity of Licensee to develop the Licensed Products and Processes, then 10.1.4 Licensee shall pay impose corresponding obligations on its sub-licensees and procure corresponding audit rights for Calliditas in relation to Licensee’s sub-licensees for the costs of such examinationsame purpose.