Royalty Records; Audit Sample Clauses

Royalty Records; Audit. Corregidor shall keep or cause to be kept such records as are required to determine, in a manner consistent with U.S. GAAP, as applicable, the accuracy of the calculation of all Net Sales and Royalties payable under this Agreement; provided that any Collaboration Partner that does not keep records in accordance with U.S. GAAP shall keep such records in accordance with the equivalent accounting practices to which it adheres. Such records shall be retained for no less than a [***] period following the year in which any payments of Royalties were made hereunder. Not more than once per Calendar Year, and once within [***] after the end of the Term, Alkermes shall have the right to engage, at its own expense, an independent certified public accountant appointed by Alkermes and reasonably acceptable to Corregidor, to examine, in confidence, the records of Corregidor as may be necessary to determine, with respect to any Calendar Year or portion thereof, the correctness or completeness of any payment required to be made by Corregidor under this Agreement; provided, however, that the books and records for any particular Calendar Year shall only be subject to one such audit. Such independent public accountant shall enter into an appropriate confidentiality agreement with Corregidor. All information contained in any report of such independent public accountant to Alkermes shall be deemed Confidential Information of Corregidor hereunder. A copy of such report will be provided to Corregidor at the same time it is provided to Alkermes. Such report shall not disclose any information except that which should properly be contained in a Royalty report required under this Agreement, but may include, in the event the accountant shall be unable to verify the correctness of any or all of such payment, the unverifiable amount of such payment and information relating to why any or all of such payment is unverifiable. If any audit performed evidences an underpayment by Corregidor of any amounts or payments owing hereunder, Corregidor shall promptly pay the amount of such underpayment to Alkermes with interest thereon calculated in accordance with Section 5.8. If any audit performed under this Section 8.2 discloses an underpayment of [***] or more from the amount due to Alkermes hereunder for the period under audit, Corregidor shall bear the full cost of the performance of such audit. Any overpayment shall be fully creditable against amounts subsequently payable by Corregidor to Al...