Common use of SYNGENTA BUSINESS RECORDS Clause in Contracts

SYNGENTA BUSINESS RECORDS. SYNGENTA shall keep records (and, in its licenses to permitted licensees, require that its licensees keep records) and maintain such records for a period of seven (7) years showing the amount of LICENSED COMMERCIAL SEED sold or otherwise transferred to third parties by SYNGENTA (or its licensees, if any) and TECHNOLOGY FEES due in connection with such sales and shall use commercially reasonable efforts to require any permitted licensees on whose sales of LICENSED COMMERCIAL SEED D&PL is entitled to payment of a percentage of the NET TECHNOLOGY FEE REVENUE pursuant to Subsection 3.5 to keep records showing the amount of LICENSED COMMERCIAL SEED sold or otherwise transferred to third parties by such permitted licenses and the TECHNOLOGY FEES due in connection with such sales. SYNGENTA further agrees to permit its books and records to be examined and to use commercially reasonable efforts to cause its permitted licensees to permit their books and records to be examined on a confidential basis from time to time to the extent necessary to verify the reports provided for in this Section 7, such confidential examination to be made by a national auditing firm, reasonably acceptable to SYNGENTA, appointed by and at the expense of D&PL; provided that if the results of the audit show that the amount actually due D&PL is 5% or more over and above the amount paid by SYNGENTA, then SYNGENTA shall reimburse D&PL for such audit expenses. If the audit determines that there has been an underpayment or overpayment, the amount shall be remitted promptly within thirty (30) days with interest at the rate stated in Subsection 7.7.

SYNGENTA BUSINESS RECORDS. SYNGENTA shall keep records (and, in its --------------------------- licenses to permitted licensees, require that its licensees keep records) and maintain such records for a period of seven (7) years showing the amount of LICENSED COMMERCIAL SEED sold or otherwise transferred to third parties by SYNGENTA (or its licensees, if any) and TECHNOLOGY FEES due in connection with such sales and shall use commercially reasonable efforts to require any permitted licensees on whose sales of LICENSED COMMERCIAL SEED D&PL is entitled to payment of a percentage of the NET TECHNOLOGY FEE REVENUE pursuant to Subsection 3.5 to keep records showing the amount of LICENSED COMMERCIAL SEED sold or otherwise transferred to third parties by such permitted licenses and the TECHNOLOGY FEES due in connection with such sales. SYNGENTA further agrees to permit its books and records to be examined and to use commercially reasonable efforts to cause its permitted licensees to permit their books and records to be examined on a confidential basis from time to time to the extent necessary to verify the reports provided for in this Section 7, such confidential examination to be made by a national auditing firm, reasonably acceptable to SYNGENTA, appointed by and at the expense of D&PL; provided that if the results of the audit show that the amount actually due D&PL is 5% or more over and above the amount paid by SYNGENTA, then SYNGENTA shall reimburse D&PL for such audit expenses. If the audit determines that there has been an underpayment or overpayment, the amount shall be remitted promptly within thirty (30) days with interest at the rate stated in Subsection 7.7.