Common use of AUDIT BY LICENSOR Clause in Contracts

AUDIT BY LICENSOR. LICENSOR, upon giving to LICENSEE at least ten (10) days advance written notice of its intention to do so, shall have the right to audit all books and records which LICENSEE is required to maintain pursuant to Paragraph 7 hereof, and in the event any such audit shall disclose the LICENSEE has understated Net Shipments or underpaid royalties for any reporting period, LICENSEE shall forthwith and upon written demand pay to LICENSOR the amount by which the royalties due exceed royalties paid, together with interest thereon, at the then current Prime rate plus two and one-half percent (2.5%) per annum calculated from the due date of such royalties. In the event that LICENSEE has understated Net Shipments or underpaid royalties in excess of five percent (5%) of said Net Shipments for any payment period, LICENSEE shall forthwith and upon written demand, also pay to LICENSOR all costs, fees and expenses incurred by LICENSOR in conducting such audit, and LICENSOR shall have the right to terminate this Agreement, immediately. Should such audit disclose that the royalties paid exceed the royalties due, LICENSEE shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement.

AUDIT BY LICENSOR. LICENSORLIC ▇▇▇▇▇, upon giving to LICENSEE at least ----------------- ten (10) days advance written notice of its intention to do so, shall have the right to audit all books and and-records which LICENSEE is required to maintain pursuant to Paragraph 7 7-hereof, and in the event any such audit shall disclose the LICENSEE has understated Net Shipments Sales (or first cost) or underpaid royalties for any reporting period, LICENSEE shall forthwith and upon written demand pay to LICENSOR the amount by which the royalties due exceed royalties paid, together with interest thereon, at the then current Prime rate plus two and one-half percent (2.5%) per annum calculated from the due date of such royalties. In the event that LICENSEE has understated Net Shipments Sales (or first cost) or underpaid royalties in excess of five percent (5%) of said Net Shipments Sales (or first cost) for any payment period, LICENSEE shall forthwith forth with and upon written demand, also pay to LICENSOR all costs, fees and expenses incurred by LICENSOR in conducting such audit, and LICENSOR shall have the right to terminate this Agreement, immediately. Should such audit disclose that the royalties paid exceed the royalties due, LICENSEE shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement.