Common use of Sales Record Audit Clause in Contracts

Sales Record Audit. Purchaser shall keep, and shall cause each of its Affiliates and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that may be necessary for the purpose of calculating all Royalty Payments payable to Seller. Such books of accounting (including, without limitation, those of Purchaser’s Affiliates and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, for the period of three (3) years following the end of the Calendar Year to which each shall pertain, and shall be open for inspection on an annual basis by an independent certified accountant selected by Seller, at its expense, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller such compliance or noncompliance by Purchaser. Seller shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five percent (5%) of the amount,, paid, Purchaser shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser within thirty (30) days of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaser.

Sales Record Audit. Purchaser Retrophin shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that as may be reasonably necessary for the purpose of calculating all Royalty Payments the royalties payable to SellerLigand. Such books of accounting (including, without limitation, including those of PurchaserRetrophin’s Affiliates Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) [***] years next following the end of the Calendar Year [***] to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times upon written notice by Ligand and at Ligand’s sole cost, no more than once per any [***] month period, by an independent nationally recognized certified accountant public accounting firm selected by Seller, at its expenseLigand as to which Retrophin has no reasonable objection, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller Ligand such compliance or noncompliance by PurchaserRetrophin. Seller The results of each inspection, if any, shall be[***]. Ligand shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter [***]*** period of such inspection of more than five percent (5%) [***] of the amount,, amount paid, Purchaser Retrophin shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser Retrophin within thirty (30) days [***] of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) [***] days after notification of such results, shall be refunded by Seller to Purchaserrefunded.

Sales Record Audit. Purchaser Retrophin shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that as may be reasonably necessary for the purpose of calculating all Royalty Payments the royalties payable to SellerLigand. Such books of accounting (including, without limitation, including those of PurchaserRetrophin’s Affiliates Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) [***] years next following the end of the Calendar Year [***] to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times upon written notice by Ligand and at Ligand’s sole cost, no more than once per any [***] month period, by an independent nationally recognized certified accountant public accounting firm selected by Seller, at its expenseLigand as to which Retrophin has no reasonable objection, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller Ligand such compliance or noncompliance by PurchaserRetrophin. Seller The results of each inspection, if any, shall be[***]. Ligand shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter [***] period of such inspection of more than five percent (5%) [***] of the amount,, amount paid, Purchaser Retrophin shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser Retrophin within thirty (30) days [***] of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) [***] days after notification of such results, shall be refunded by Seller to Purchaserrefunded.

Sales Record Audit. Purchaser Warner shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that as may be reasonably necessary for the purpose of calculating all Royalty Payments the royalties payable to SellerNexMed. Such books of accounting (including, without limitation, those of PurchaserWarner’s Affiliates Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) years next following the end of the Calendar Year calendar year to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times upon written notice by an NexMed, no more than once per year, by a nationally recognized independent certified accountant selected by Seller, at its expenseNexMed (reasonably acceptable to Warner), for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller NexMed such compliance or noncompliance by PurchaserWarner. Seller The results of each inspection, if any, shall be binding on both Parties. NexMed shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five percent (5%) of the amount,amount actually paid to NexMed, paid, Purchaser Warner shall pay for the reasonable out-of-pocket costs of such inspectionaudit. Any underpayments shall be paid by Purchaser Warner within thirty (30) days of notification of the results of such inspectioninspection plus interest as calculated in accordance with Section 5.4. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaserrefunded.

Sales Record Audit. Purchaser Sunesis shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that may be necessary for the purpose of calculating all Royalty Payments royalties payable to SellerBMS. Such books of accounting (including, without limitation, those of Purchaser’s Affiliates Sunesis’ Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) years next following the end of the Calendar Year to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times by an independent certified accountant selected by SellerBMS, and as to which Sunesis has no reasonable objection, at its BMS’ expense, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller BMS such compliance or noncompliance by PurchaserSunesis. Seller The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five [*] percent (5[*]%) of the amount,, amount paid, Purchaser Sunesis shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser Sunesis within thirty ten (3010) days Business Days of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaserperiods.

Sales Record Audit. Purchaser Ambit shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that may be necessary for the purpose of calculating all Royalty Payments royalties payable to SellerBMS. Such books of accounting (including, without limitation, those of PurchaserAmbit’s Affiliates Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) years […***…] next following the end of the Calendar Year to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times by an independent certified accountant selected by SellerBMS, and as to which Ambit has no reasonable objection, at its BMS’ expense, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidenceas Ambit Confidential Information, except as necessary to disclose to Seller BMS such compliance or noncompliance by PurchaserAmbit. Seller The results of each inspection, if any, shall be binding on both Parties and treated as Ambit Confidential Information. BMS shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five percent (5%) […***…] of the amount,, amount paid, Purchaser Ambit shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser Ambit within thirty (30) days of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaserrefunded.