Royalty Audit. Once per each twelve-month period from the Effective Date, Supernus agrees to make its records for payment of royalties due available for examination by Afecta during normal business hours. Afecta shall have the option to engage, at its own expense, an independent certified public accountant reasonably acceptable to Supernus to examine, in confidence, Supernus’ records as may be necessary to determine the correctness of any payment of royalties hereunder made by Supernus. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Supernus during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be the Confidential Information of Supernus hereunder. If any audit performed under this Section 6.2 shall indicate that any payment due hereunder was underpaid, Supernus shall promptly pay the amount of any underpayment. If any audit performed under this Section 6.2 shall indicate that any payment hereunder was in error to Afecta’s detriment by more than [**] percent for any annual period, Supernus shall pay the cost of the audit.
Royalty Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit, through an independent third party CPA firm, at its expense and not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this Agreement; provided, however, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any proprietary information obtained during the course of such audit. Within forty-five (45) days after receiving the auditor’s report, Licensee shall make payment to Tessera of any amount which the parties agree to be payable.
Royalty Audit. Should the Licensee be required to pay a Royalty to the City, for the rights granted to the Licensee under this Agreement, Licensee agrees to keep, maintain, and make available a set of books, records and computations of all revenues received in connection with the Sale of the Licensed Products. Licensee further agrees to allow the CRO or it’s contractor to perform audit of the Licensee’s books, records and computations of all revenues received in connection with the Sale of the Licensed Products, during regular business hours, at the expense of the Licensor, to verify the Royalty payments to the City.
Royalty Audit. 11 6.3 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE 7 - PATENTS
Royalty Audit. GENENCOR may, no more than one time per calendar year, have an independent representative of a certified public accounting firm inspect and audit the accounts, records, and reports generated by or for DUPONT relating to the manufacture of Compound X and all other facts or matters relating to the calculation of royalties due hereunder; provided, however, that the independent representative identified by GENENCOR seeking such review is approved by DUPONT, which approval shall not be unreasonably withheld, such review will be only during normal business hours, and such review will be at the sole expense of GENENCOR. The independent certified public accountant shall not disclose to GENENCOR any financial information except as necessary with respect to the accuracy of reports and payments made under this Agreement. In the event that such accountant concludes that discrepancies exist between the royalties paid and the royalties actually due, such discrepancies will be promptly corrected. 10 11 DuPont, Genencor Collaborative R&D Agreement
Royalty Audit. Once per [*] period and once within [*] after termination of this Agreement, BioMedicines agrees to make its records for payment of royalties due available for examination by Chiron during normal business hours. Chiron shall have the option to engage, at its own expense, an independent certified public accountant reasonably acceptable to BioMedicines to examine, in confidence, BioMedicines’ records as may be necessary to determine the correctness of any payment of royalties hereunder made by BioMedicines. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by BioMedicines during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be the Confidential Information of BioMedicines hereunder. If any audit performed under this Section 6.02 shall indicate that any payment due hereunder was underpaid, BioMedicines shall promptly pay the amount of any underpayment. If any audit performed under this Section 6.02 shall indicate that any payment hereunder was in error to Chiron’s detriment by more than [*] for any [*] period, BioMedicines shall pay the cost of the audit.
Royalty Audit. Once per calendar year, Progenitor shall have the option to engage at its own expense, an independent certified public accountant reasonably acceptable to Amgen, to examine, in confidence, such Amgen records as may be necessary to determine, with respect to any calendar year, the correctness of any payment of Royalties hereunder. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Amgen during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be Amgen Confidential Information hereunder. If any audit performed under this
Royalty Audit. Upon written notice for an audit, NEXX shall permit a mutually acceptable independent auditor designated by IBM, together with such legal and technical IBM personnel as IBM deems necessary, to examine, during ordinary business hours, records, and materials of NEXX and NEXX Subsidiaries for the purpose of verifying royalty computations under this Agreement. The auditors and IBM will be required to sign appropriate nondisclosure agreements prior to receiving any confidential information of NEXX. Approval of such independent auditor shall not be unreasonably withheld.
Royalty Audit. 4.1 In consideration for the license grant herein, JUPITER shall pay AB a royalty fee in accordance with the schedule attached hereto as Exhibit II. The royalty fee will be paid to AB within thirty (30) days from the end of each calendar quarter.
4.2 AB shall be responsible for the payment of any and all income tax and other taxes in relating to the royalty fee received hereunder, and JUPITER shall have the right to withhold such tax payment as required under the relevant laws and regulations.
4.3 JUPITER shall maintain all necessary records during the term of this Agreement and for a period of two (2) years thereafter to permit AB to audit, at AB’s sole cost and expense and not more than once per quarter, JUPITER’s records for the purpose of determining compliance with the royalty fee in Section 4.1 (“Audit”). Such records shall be Confidential Information of JUPITER. AB shall provide reasonable advance notice of an Audit. In the event an Audit determines JUPITER underpaid AB, JUPITER shall immediately pay AB any underpaid amounts, and if an Audit determines JUPITER underpaid AB in excess of five percent (5%), JUPITER shall, in addition to immediately correcting any underpaid amounts, reimburse AB for its reasonable costs and expenses associated with such Audit.
Royalty Audit. 6.1 LAVA agrees to keep accurate and complete records of all data pertaining to the commercial application of the Patent Rights and Know How and of software, services and solutions deviated hereof. Furthermore, LAVA agrees to keep accurate and complete records of Net End-user Sales, Xxxxxxx Net Sales and Royalties.
6.2 As from receipt of the first Royalties, VUmc shall have the right to an independent audit of Royalty calculations. LAVA shall make its records and books available to the extent reasonably required for inspection during normal business hours by an independent certified accountant selected by VUmc and reasonably acceptable to LAVA. Such inspection shall take place upon reasonable notice during normal business hours and at VUmc’s expense for the sole purpose of verifying Royalty statements, but in no event more than [***] in each calendar year. All information and data offered shall be used only for the purpose of verifying Royalties and shall be treated as LAVA Confidential Information subject to the obligations of this Agreement. Disclosure of such information by such accountant to VUmc shall be limited to the information necessary to quantify any underpayment and to identify the cause thereof, including without limitation the amount, if any, that any such Royalties have been underpaid. In case actual Royalties per annum deviate more than [***] from Royalties reported by LAVA, the cost of such audit will be borne by LAVA.
