Common use of RIGHT OF AUDIT AND INSPECTION Clause in Contracts

RIGHT OF AUDIT AND INSPECTION. 9.1 Within the term of this Agreement and within one year after its termination, Emisphere shall not more than [***] each year have the right at its expense to have Lilly's independent certified public accountants inspect and audit Lilly's records for any of the two preceding years for the purpose of determining the accuracy of royalty payments. The independent certified accountants shall keep confidential any information obtained during such inspection and shall report to Emisphere only the amounts of Net Sales and royalties due and payable. Any such inspection of Lilly's records shall be at the expense of Emisphere, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Emisphere hereunder in any calendar year of [***] [***] or more of the amount of any running royalty actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by Lilly. Any amount of deficiency shall be paid promptly to Emisphere. If such inspection reveals a surplus in the amount of running royalty actually paid to Emisphere by Lilly, Emisphere shall reimburse Lilly the surplus.

RIGHT OF AUDIT AND INSPECTION. 9.1 Within the term of this Agreement and within one year after its termination, Emisphere shall not more than [*** * *] each year have the right at its expense to have Lilly's independent certified public accountants inspect and audit Lilly's records for any of the two preceding years for the purpose of determining the accuracy of royalty payments. The independent certified accountants shall keep confidential any information obtained during such inspection and shall report to Emisphere only the amounts of Net Sales and royalties due and payable. Any such inspection of Lilly's records shall be at the expense of Emisphere, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Emisphere hereunder in any calendar year of [* * ***] [***] ]% or more of the amount of any running royalty actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by Lilly. Any amount of deficiency shall be paid promptly to Emisphere. If such inspection reveals a surplus in the amount of running royalty actually paid to Emisphere by Lilly, Emisphere shall reimburse Lilly the surplus.

RIGHT OF AUDIT AND INSPECTION. 9.1 Within the term of this Agreement and within one year after its termination, Emisphere shall not more than [*** * *] each year have the right at its expense to have Lilly's independent certified public accountants inspect and audit Lilly's records for any of the two preceding years for the purpose of determining the accuracy of royalty payments. The independent certified accountants shall keep confidential any information obtained during such inspection and shall report to Emisphere only the amounts of Net Sales and royalties due and payable. Any such inspection of Lilly's records shall be at the expense of Emisphere, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Emisphere hereunder in any calendar year of [* * ***] [***] ]% or more of the amount of any running royalty actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by Lilly. Any amount of deficiency shall be paid promptly to Emisphere. If such inspection reveals a surplus in the Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 amount of running royalty actually paid to Emisphere by Lilly, Emisphere shall reimburse Lilly the surplus.

RIGHT OF AUDIT AND INSPECTION. 9.1 Within the term of this Agreement and within one year after its termination, Emisphere shall not more than [*****] each year have the right at its expense to have Lilly's a firm of independent certified public accountants inspect and audit Lilly's Novartis’s records for any of the two preceding years for the purpose of determining the accuracy of royalty payments. The auditors must be acceptable to Novartis whose acceptance shall not be unreasonably withheld. The independent certified accountants shall keep confidential any information obtained during such inspection and shall report to Emisphere only the amounts of Net Sales and royalties due and payable. Only those records that pertain to the Product need be shown to the auditors. Any such inspection of Lilly's Novartis’s records shall be at the expense of Emisphere, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Emisphere hereunder in any calendar year of [***] [***] or more of the amount of any running royalty actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by LillyNovartis. Any amount of deficiency shall be confirmed by Novartis and paid promptly to Emisphere. If such inspection reveals a surplus in the amount of running royalty actually paid to Emisphere by LillyNovartis, Emisphere shall reimburse Lilly Novartis the surplus.