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

Books and Records; Audit Rights. Processa shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by 6.4, 6.7, 6.8 and 6.9. Elion shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Elion and reasonably acceptable to Processa, review any such records of Processa in the location(s) where such records are maintained by Processa upon reasonable notice (which shall be no less than fourteen (14) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under 6.4, 6.7, 6.8 and 6.9 within the thirty-six (36) month 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 Processa during such period is accurate or inaccurate and the actual amounts of Net Sales, milestone payments, Sublicense Consideration and royalties due, for such period. Processa shall receive a copy of each such report concurrently with receipt by Elion. Should such inspection lead to the discovery of a discrepancy to Elion’s detriment, Processa shall pay within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section ‎6.15. Elion shall pay the full cost of the review unless the underpayment of royalties is greater than five percent (5%) of the amount due for any applicable Calendar Year, in which case Processa shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa revealed by an examination shall be fully creditable against future Payments.

Books and Records; Audit Rights. Processa (a) OSI shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by Sections 6.4, 6.7, 6.8 6.5 and 6.96.6. Elion AVEO shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Elion AVEO and reasonably acceptable to ProcessaOSI, review any such records of Processa OSI in the location(s) where such records are maintained by Processa OSI upon reasonable notice (which shall be no less than fourteen thirty (1430) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 6.4, 6.7, 6.8 6.5 and 6.9 6.6 within the thirty-six (36) month a [**] period preceding the date of the request for reviewreview provided that only completed Calendar Years may be audited. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa OSI during such period is accurate or inaccurate and the actual amounts of Net Sales, milestone payments, Sublicense Consideration milestones and royalties due, due for such period. Processa OSI shall receive a copy of each such report concurrently with receipt by ElionAVEO. Should such inspection lead to the discovery of a discrepancy to ElionAVEO’s detriment, Processa OSI shall pay the amount of the discrepancy within five (5) Business Days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy plus interest calculated in accordance with Section ‎6.15discrepancy. Elion AVEO shall pay the full cost of the review unless the underpayment of milestones and royalties is greater than five percent (5%) of the amount due for any the applicable Calendar Yearperiod, in which case Processa OSI shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment of royalties by Processa OSI revealed by an examination shall be fully creditable against future Paymentsmilestone and royalty payments.