Common use of RIGHT OF AUDIT AND INSPECTION Clause in Contracts

RIGHT OF AUDIT AND INSPECTION. 7.1. On not more than two times in each calendar year, the Company 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 the Company and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Elan and to the accuracy of the reports which accompanied them. Any such inspection of the Company's records shall be at the expense of Elan, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Elan hereunder in any calendar quarter of [****] or more of the amount of any running royalty actually due to Elan hereunder, then the expense of such inspection shall be borne solely by the Company. Any amount of deficiency shall be paid promptly to Elan. If such inspection reveals a surplus in the amount of running royalty actually paid to Elan by the Company, Elan shall promptly reimburse the Company the surplus. The Company shall maintain the foregoing records for a period of at least five (5) years following the end of the calendar year to which they pertain.

RIGHT OF AUDIT AND INSPECTION. 7.18.1. On not more than two times in each calendar year, [****] the Company 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 the Company and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Elan and to the accuracy of the reports which accompanied them. Any such inspection of the Company's records shall be at the expense of Elan, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Elan hereunder in any calendar quarter of [****] or more of the amount of any running royalty actually due to Elan hereunder, then the expense of such inspection shall be borne solely by the Company. Any amount of deficiency shall be paid promptly to Elan. If such inspection reveals a surplus in the amount of running royalty actually paid to Elan by the Company, Elan shall promptly inform the Company of the existence of such surplus and shall reimburse the Company the surplus. The Company shall maintain the foregoing records for a period of at least five (5) years following the end of the calendar year to which they pertain.