Common use of Sales Record Audit Clause in Contracts

Sales Record Audit. Elixir 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 royalties payable to BMS. Such books of accounting (including, without limitation, those of Elixir’s Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all * Confidential Treatment Requested necessary supporting data, shall during all reasonable times for the three (3) years next following the end of the Calendar Year to which each shall pertain, be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by BMS, and as to which Elixir has no reasonable objection, at BMS’ expense, for the sole purpose of verifying royalty statements for compliance with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by Elixir. The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than * percent (*%) of the amount paid, Elixir shall pay for such inspection. Any underpayments shall be paid by Elixir within ten (10) Business Days of notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. Elixir Pharmacopeia 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 as may be reasonably necessary for the purpose of calculating all the royalties payable to BMS. Such books of accounting (including, without limitation, those of ElixirPharmacopeia’s Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all * Confidential Treatment Requested necessary supporting data, shall during all reasonable times for the three ** (3**) years next following the end of the Calendar Year to which each shall pertain, be open for inspection at reasonable times upon written notice by BMS and upon reasonable notice at BMS’ sole cost, no more than once per year, by an independent certified accountant selected by BMS, and BMS as to which Elixir Pharmacopeia has no reasonable objection, at BMS’ expense, for the sole purpose of verifying royalty statements for compliance with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by ElixirPharmacopeia. The results of each inspection, if any, shall be binding on both Partiesbe**. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than * percent (is*%) of the amount paid, Elixir shall pay for such inspection*. Any underpayments shall be paid by Elixir Pharmacopeia within ten (10) Business Days of notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periodsperiods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded.