Common use of RIGHT OF INSPECTION AND AUDIT Clause in Contracts

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Elan, Newco shall permit Elan or its duly authorized 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 Newco 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 Newco'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 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 Newco. Any amount of deficiency shall be paid promptly to Elan by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Elan by Newco, Elan shall reimburse Newco the surplus within 15 days after determination. 6.2 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 RPI 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 INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by ElanRPI, Newco shall permit Elan RPI or its duly authorized 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 Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to ElanRPI. Any such inspection of Newco's records shall be at the expense of ElanRPI, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Elan RPI hereunder in any Financial Year quarter of 5% or more of the amount of any royalty actually due to Elan RPI hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Elan RPI by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Elan RPI by Newco, Elan RPI shall reimburse Newco the surplus within 15 days after determination. 6.2 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 RPI 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 INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Elan, Newco shall permit Elan or its duly authorized 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 Newco 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 Newco'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 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 Newco. Any amount of deficiency shall be paid promptly to Elan by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Elan by Newco, Elan shall reimburse Newco the surplus within 15 days after determination. 6.2 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 RPI Depomed 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 INSPECTION AND AUDIT. 6.1 Once [*] during each Financial Year, or more often not to exceed quarterly [*] as reasonably requested by Elan, Newco shall permit Elan or its duly authorized 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 Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to ElanSales. Any such inspection of Newco'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 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 Newco[*]. Any [*] shall promptly pay to Elan any amount of deficiency shall be paid promptly to Elan by Newcodeficiency. If such inspection reveals a surplus in the amount of royalties actually paid to Elan by Newco, Elan shall reimburse Newco the surplus within 15 days after determination. 6.2 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 RPI Incara and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties. [*] Confidential Treatment Requested; Certain Information Omitted and Filed Separately with the SEC.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once [*] during each Financial Year, or more often not to exceed quarterly [*] as reasonably requested by ElanIncara, Newco shall permit Elan Incara or its duly authorized 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 Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to ElanSales. Any such inspection of Newco'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 Incara hereunder in any Financial Year quarter of 5[*]% or more of the amount of any royalty actually due to Elan Incara hereunder, then the expense of such inspection shall be borne solely by Newco[*]. Any [*] shall promptly pay to Incara any amount of deficiency shall be paid promptly to Elan by Newcodeficiency. If such inspection reveals a surplus in the amount of royalties actually paid to Elan Incara by Newco, Elan Incara shall reimburse Newco the surplus within 15 days after determination. 6.2 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 RPI Elan and Elan Incara for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.