Common use of RIGHT OF AUDIT AND INSPECTION Clause in Contracts

RIGHT OF AUDIT AND INSPECTION. 7.1. Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Elan, Nascime shall permit Elan or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Nascime and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Elan. Any such inspection of Nascime's records shall be at the expense of Elan, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Elan hereunder in any Financial Year quarter of five percent (5%) or more of the amount of any royalty actually due to Elan hereunder, then the expense of such inspection shall be borne solely by Nascime. Any amount of deficiency shall be paid promptly to Elan by Nascime. If such inspection reveals a surplus in the amount of royalties actually paid to Elan by Nascime, Elan shall reimburse Nascime the surplus within fifteen (15) days after determination. 7.2. In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of DOV and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF AUDIT AND INSPECTION. 7.1. Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by ElanDOV, Nascime shall permit Elan DOV or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Nascime and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to ElanDOV. Any such inspection of Nascime's records shall be at the expense of ElanDOV, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Elan DOV hereunder in any Financial Year quarter of five percent (5%) or more of the amount of any royalty actually due to Elan DOV hereunder, then the expense of such inspection shall be borne solely by Nascime. Any amount of deficiency shall be paid promptly to Elan DOV by Nascime. If such inspection reveals a surplus in the amount of royalties actually paid to Elan DOV by Nascime, Elan DOV shall reimburse Nascime the surplus within fifteen (15) days after determination. 7.2. In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Elan and DOV and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF AUDIT AND INSPECTION. 7.1. Once during On not more than two times in each Financial Yearcalendar year, or more often not to exceed quarterly as reasonably requested by Elan, Nascime the Company shall permit Elan Orasomal or its duly authorised representatives, representatives upon reasonable notice and at any reasonable time during normal business hours, hours to have access to inspect and audit the accounts and records of Nascime the Company and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to ElanOrasomal and to the accuracy of the reports which accompanied them. Any such inspection of Nascimethe Company's records shall be at the expense of ElanOrasomal, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Elan Orasomal hereunder in any Financial Year calendar quarter of five percent (5%) [****] or more of the amount of any running royalty actually due to Elan Orasomal hereunder, then the expense of such inspection shall be borne solely by Nascimethe Company. Any amount of deficiency shall be paid promptly to Elan by NascimeOrasomal. If such inspection reveals a surplus in the amount of royalties running royalty actually paid to Elan Orasomal by Nascimethe Company, Elan Orasomal shall promptly reimburse Nascime the surplus within fifteen Company the surplus. The Company shall maintain the foregoing records for a period of at least five (155) days after determinationyears following the end of the calendar year to which they pertain. 7.2. In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of DOV and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties---------- **** REPRESENTS MATERIAL REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.