Common use of Requirements in the Event and in Preparation for Audits Clause in Contracts

Requirements in the Event and in Preparation for Audits. Licensee shall maintain complete and accurate books and records relating to Licensee’s obligations under this License Agreement and shall keep such books and records available for inspection by a Certified Auditor for a period of three (3) years following each Shipment to which the books or records relate. Licensee shall ensure that a full copy of such books and records remains available for inspection by the Certified Auditor at all times during normal business hours. Any inspection under this Section 6 shall be initiated by Licensing Company no more than once per calendar year and shall be conducted by the Certified Auditor. Licensing Company shall give Licensee notice of such inspection at least seven (7) business days prior to the inspection. Licensee shall promptly and fully co-operate and provide access to its books and records and provide all assistance that Certified Auditor may reasonably require in connection with such inspection. Licensee shall allow the Certified Auditors (if such Certified Auditor determines it to be reasonably necessary) to make copies of all documents, and to take such copies from Licensee’s premises (or any other premises at which the documents are held by Licensee) to enable the Certified Auditor to prepare and support its audit report. The Certified Auditor shall not provide Licensing Company with any information obtained from Licensee in connection with such audit unless the Licensee was obligated to provide such information to Licensing Company pursuant to this License Agreement (excluding this Section 6) or the provision of such information to Licensing Company is reasonably necessary in order for the Certified Auditor to inform Licensing Company of an actual or potential breach.

Requirements in the Event and in Preparation for Audits. Licensee Parties shall maintain complete and accurate books and records relating to Licensee’s obligations under this License Agreement and shall keep such books and records available for inspection by a Certified Auditor for a period of three (3) years following each Shipment Sale to which the books or records relate. Licensee shall ensure that a full copy of such books and records remains available for inspection by the Certified Auditor at all times during normal business hours. Any inspection under this Section 6 shall be initiated by Licensing Company no more than once per calendar year and shall be conducted by the Certified Auditor. Licensing Company shall give Licensee notice of such inspection at least seven (7) business days prior to the inspection. Licensee shall promptly and fully co-operate and provide access to its books and records and provide all assistance that Certified Auditor may reasonably require in connection with such inspection. Licensee shall allow the Certified Auditors (if such Certified Auditor determines it to be reasonably necessary) to make copies of all documents, and to take such copies from Licensee’s Licensee Parties’ premises (or any other premises at which the documents are held by Licensee) to enable the Certified Auditor to prepare and support its audit report. The Certified Auditor shall not provide Licensing Company with any information obtained from Licensee Parties in connection with such audit unless the Licensee Party was obligated to provide such information to Licensing Company pursuant to this License Agreement (excluding this Section 6) or the provision of such information to Licensing Company is reasonably necessary in order for the Certified Auditor to inform Licensing Company of an actual or potential breach.

Requirements in the Event and in Preparation for Audits. Licensee Parties shall maintain complete and accurate books and records relating to Licensee’s obligations under this License Agreement and shall keep such books and records available for inspection by a Certified Auditor for a period of three (3) years following each Shipment to which the books or records relate. Licensee shall ensure that a full copy of such books and records remains available for inspection by the Certified Auditor at all times during normal business hours. Any inspection under this Section 6 7 shall be initiated by Licensing Company no more than once per calendar year and shall be conducted by the Certified Auditor. Licensing Company shall give Licensee notice of such inspection at least seven (7) business days prior to the inspection. Licensee shall promptly and fully co-operate and provide access to its books and records and provide all assistance that Certified Auditor may reasonably require in connection with such inspection. Licensee shall allow the Certified Auditors (if such Certified Auditor determines it to be reasonably necessary) to make copies of all documents, and to take such copies from Licensee’s Licensee Parties’ premises (or any other premises at which the documents are held by Licensee) to enable the Certified Auditor to prepare and support its audit report. The Certified Auditor shall not provide Licensing Company with any information obtained from Licensee Parties in connection with such audit unless the Licensee Party was obligated to provide such information to Licensing Company pursuant to this License Agreement (excluding this Section 67) or the provision of such information to Licensing Company is reasonably necessary in order for the Certified Auditor to inform Licensing Company of an actual or potential breach.