Common use of Sales Record Audit Clause in Contracts

Sales Record Audit. a. Payor shall keep, and shall ensure that each of its Related Parties, if any, keep, complete, true and accurate books of accounts and records, in accordance with GAAP, with respect to gross sales of Products in the United States and any deductions thereto in accordance with the “Net Sales” definition in connection with the calculation of Net Sales of Products in the United States, sufficient to determine and establish the amounts payable under this Schedule I during the applicable audit timeline set forth in Section 4.b of this Schedule I. b. Such books of accounting of Payor and its Affiliates shall during all reasonable times for the three calendar years next following the end of the Royalty Year to which each shall pertain, be open for inspection not more than once during any 12-month period at reasonable times and upon reasonable notice by an independent certified public accountant selected by SpinCo and as to which Payor has no reasonable objection, for the purpose of verifying royalty reports and payments for compliance with this Schedule I for any period within the preceding three Royalty Years. c. The independent, certified public accountant shall disclose to SpinCo only the amounts that the independent auditor believes to be due and payable hereunder to SpinCo and details concerning any discrepancy from the amount paid (including the reasons therefor), and shall disclose no other information revealed in such audit. d. Such accountant must have agreed in writing with Payor to maintain all information learned in confidence, except as necessary to disclose to SpinCo under Section 4.c of this Schedule I such compliance or noncompliance by Payor and any Related Parties. The results of each inspection, if any, shall be binding on SpinCo and Payor. SpinCo shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalty payments payable for any Royalty Year shown by such inspection of more than five percent of the amount paid for such Royalty Year, Payor shall pay for such inspection. Any underpayments shall be paid by Payor within 45 days after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods, provided that if all Royalty Terms expire or the Agreement is terminated prior to such overpayment being fully credited, SpinCo will pay any remaining overpayment amount to Payor within 45 days following such expiration or termination date.

Sales Record Audit. a. Payor 6.11.1. Pfizer shall keep, and shall ensure that each of its Related Parties, if any, to keep, complete, true and accurate books of accounts and records, records in accordance with GAAP, with respect to including gross sales of Products in the United States accordance with GAAP and any deductions thereto in accordance with the “this Agreement’s Net Sales” Sales definition in connection with the calculation of Net Sales of Products in the United StatesSales, sufficient to determine and establish the amounts payable incurred under this Schedule I during Agreement, and compliance with the applicable audit timeline set forth in Section 4.b other terms and conditions of this Schedule I.Agreement. b. 6.11.2. Such books of accounting of Payor Pfizer and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the three calendar years [***] next following the end of the Royalty Pfizer Year to which each shall pertain, be open for inspection not more than once during any 12-month period [***] at reasonable times and upon reasonable notice by an independent certified public accountant selected by SpinCo Licensor and as to which Payor Pfizer has no reasonable objection, at Licensor’s expense, for the purpose of verifying royalty reports statements and payments for compliance with this Schedule I Agreement for any period within the preceding three Royalty Calendar Years. c. 6.11.3. The independent, certified public accountant shall disclose to SpinCo Licensor only the amounts that the independent auditor believes to be due and payable hereunder to SpinCo Licensor and details concerning any discrepancy from the amount paid (including the reasons therefor), and shall disclose no other information revealed in such audit. d. 6.11.4. Such accountant must have agreed in writing with Payor to maintain all information learned in confidence, except as necessary to disclose to SpinCo Licensor under Section 4.c of this Schedule I 6.11.3 (Sales Record Audit) such compliance or noncompliance by Payor Pfizer and any Related Parties. The results of each inspection, if any, shall be binding on SpinCo and Payorboth Parties. SpinCo Licensor shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalty payments royalties payable for any Royalty Pfizer Year shown by such inspection of more than five percent of the amount paid for such Royalty Yearpaid, Payor Pfizer shall pay for such inspection. Any underpayments shall be paid by Payor Pfizer within 45 days [***] after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. 6.11.5. For the avoidance of doubt, provided that if all Royalty Terms expire or the Agreement is terminated prior results of such audit may be disclosed by Licensor to such overpayment being fully credited, SpinCo will pay any remaining overpayment amount BMS pursuant to Payor within 45 days following such expiration or termination datethe terms of the BMS Agreement.