Common use of Royalty Records & Audits Clause in Contracts

Royalty Records & Audits. BeiGene shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sales or other disposition of the Licensed Product in the Licensed Territory and calculation of Net Sales, in sufficient detail to permit Mirati to confirm the accuracy of royalty reports and payments due to it hereunder. Such records shall be kept for at least […***…] following the end of the Calendar Quarter to which they pertain. Mirati shall have the right to cause an independent, certified public accountant reasonably acceptable to BeiGene to audit such records to confirm Net Sales reports and royalty payments for a period covering not more than […***…] following the Calendar Quarter to which they pertain. Such audits may be exercised during normal business hours upon reasonable prior written notice to BeiGene; provided that such audit right may be exercised no more than […***…] or more than […***…] with respect to sales of a particular Licensed Product […***…]. All records made available for audit shall be deemed to be Confidential Information of BeiGene. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Mirati shall bear the full cost of such audit unless such audit discloses an underpayment by BeiGene of more than […***…] percent ([…***…]%) of the amount of royalty payments due under this Agreement for any applicable Calendar Quarter, in which case, BeiGene shall bear the cost of such audit and shall promptly remit to Mirati the amount of any underpayment. Any overpayment by BeiGene revealed by an audit shall be credited against future payment owed by BeiGene to Mirati (and if no further payments are due, shall be promptly refunded by Mirati).

Royalty Records & Audits. BeiGene Licensee shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sales or other disposition of the any Licensed Product in the Licensed Territory and calculation of Net Sales, in sufficient detail to permit Mirati to confirm the accuracy of royalty reports and payments due to it hereunder. Such records shall be kept for at least […***…] following the end of the Calendar Quarter to which they pertain. Upon no less than [***] written notice by Mirati to Licensee, Licensee shall have the right permit, and shall require its Affiliates and Sublicensees to cause permit, an independent, certified public accountant appointed by Mirati and reasonably acceptable to BeiGene Licensee to audit such records to confirm Net Sales reports and royalty payments for a period covering not more than […***…] following the Calendar Quarter to which they pertain. Such audits may be exercised during normal business hours upon reasonable prior written notice to BeiGeneLicensee; provided that such audit right may be exercised no more than […***…] or more than […***…] with respect to sales of a particular Licensed Product […***…]in a particular period. All records made available for audit shall be deemed to be Confidential Information of BeiGeneLicensee. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Mirati shall bear the full cost of such audit unless such audit discloses an underpayment by BeiGene Licensee of more than […***…] percent ([…***…]%) of the amount of royalty payments due under this Agreement for any applicable Calendar Quarter, in which case, BeiGene Licensee shall bear the cost of such audit and shall promptly remit to Mirati the amount of any underpayment. Any overpayment by BeiGene Licensee revealed by an audit shall be credited against future payment owed by BeiGene Licensee to Mirati (and if no further payments are due, shall be promptly refunded by Mirati).