Common use of Books and Records; Audit Rights Clause in Contracts

Books and Records; Audit Rights. (a) Forest shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and Payments, including those required by Sections 6.4(a), (b), and (c). Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Adamas and reasonably acceptable to Forest, review any such records of Forest in the location(s) where such records are maintained by Forest upon reasonable notice (which shall be no less than [*] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to Adamas’ detriment, Forest shall pay within [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Adamas shall pay the full cost of the review unless the underpayment of royalties is greater than [*] of the amount due for [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Forest revealed by an examination shall be fully creditable against future Payments.

Books and Records; Audit Rights. (a) Forest shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and Payments, including those required by Sections 6.4(a), (b), and (c). Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Adamas Xxxxxx and reasonably acceptable to Forest, review any such records of Forest in the location(s) where such records are maintained by Forest upon reasonable notice (which shall be no less than [*] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to AdamasXxxxxx’ detriment, Forest shall pay within [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Adamas Xxxxxx shall pay the full cost of the review unless the underpayment of royalties is greater than [*] of the amount due for [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Forest Xxxxxx revealed by an examination shall be fully creditable against future Payments.

Books and Records; Audit Rights. (a) Forest shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and Payments, including those required by Sections 6.4(a), (b), and (c). Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Adamas and reasonably acceptable to Forest, review any such records of Forest in the location(s) where such records are maintained by Forest upon reasonable notice (which shall be no less than [*[ * ] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [*[ * ] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to Adamas’ detriment, Forest shall pay within [*[ * ] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Adamas shall pay the full cost of the review unless the underpayment of royalties is greater than [*[ * ] of the amount due for [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Forest revealed by an examination shall be fully creditable against future Payments.