Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. Licensee Licensee, Affiliate, and Subsidiary shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee Licensee, Affiliate, and Subsidiary shall keep separate general ledger accounts books and records for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one three (13) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee Licensee, Affiliate, and Subsidiary with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two three (23) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% five (5%) percent or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make pay twice the amount due for all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforetherefor.

Books and Records; Audits. Licensee and Perfumania shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principlesGAAP complete, complete accurate and accurate separate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Perfumania shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its Artist and their duly authorized representatives shall have the right, for the duration of this Agreement and for one three (13) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Perfumania with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Perfumania for at least two three (23) years after the end of the Annual Period Sales Year to which they relate. If, as a result of any audit of Licensee's ’s and/or Perfumania’s books and records, it is shown that Licensee's ’s and/or Perfumania’s payments were less than the amount which should have been paid by an amount equal to *% five (5%) percent or more of the payments actually made with respect to sales occurring during the period in question, Licensee and/or Perfumania shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit together with interest accruing thereon within ten (10) days after Licensor's ’s demand thereforetherefor.

Books and Records; Audits. Licensee and Parlux shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principlesGAAP complete, complete accurate and accurate separate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Parlux shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one three (13) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Parlux with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Parlux for at least two three (23) years after the end of the Annual Period Sales Year to which they relate. If, as a result of any audit of Licensee's ’s and/or Parlux’s books and records, it is shown that Licensee's ’s and/or Parlux’s payments were less than the amount which should have been paid by an amount equal to * (*% %) percent or more of the payments actually made with respect to sales occurring during the period in question, Licensee and/or Parlux shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit together with interest accruing thereon within ten (10) days after Licensor's ’s demand thereforetherefor.

Books and Records; Audits. Licensee shall prepare (a) Jansxxx xxxll keep and maintain, in such manner as will allow and shall cause its accountants Permitted Sublicensees and assigns to audit same in accordance with generally accepted accounting principleskeep and maintain, complete and accurate records and books of account and records (specifically including without limitation customer call reports and other information required to confirm the originals or copies accuracy of documents supporting entries Jansxxx'x xxxhodology for allocating the time of its sales staff between selling the Rx Product in the books of accountUnited States and such staff's other responsibilities) in which accurate entries will sufficient detail and form so as to enable amounts payable under Sections 6.3 and 6.4 above to be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreementdetermined. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor Such records and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee maintained for at least a period of no less than two (2) years after following the end of the Annual Period calendar year to which they relatepertain. IfJansxxx xxxll permit such records and books of account to be examined by Sepracor or Sepracor's duly appointed agent(s) no more than once each calendar year, as a result to the extent necessary for Sepracor to verify such amounts. Such examination shall be during normal business hours, upon twenty (20) days' prior written notice to Jansxxx, xxd at Sepracor's expense unless the examination should establish that Jansxxx'x xxxment of any audit such royalties (and payment of LicenseeSepracor's books and recordsshare of Operating Income, it is shown that Licensee's payments in the case of Section 6.5 above) for the period examined were less than ninety-five percent (95%) of the amount -38- 39 royalties and share which should have been paid paid, in which case Jansxxx xxxll be responsible for the reasonable expenses of such examination. Audits related to Products sold as part of a bundle shall be conducted by an amount equal independent accounting firm which shall disclose to *% or more Sepracor only whether the calculated invoice price for such Products is consistent with the terms of this Agreement and Jansxxx'x xxxmal business practices for pharmaceutical products not licensed from a third party and the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate specific details concerning any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforediscrepancies.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its Licensor’s accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one two (12) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. In the event that an error is discovered in the calculation of the amounts payable to Licensor, the party that received the benefit of the error shall promptly thereafter pay to the other the amount of overpayment or underpayment, as the case may be. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% * or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after next subsequent audit. Licensor's demand thereforereceipt of any royalty statement, or any royalty payment, does not preclude it from challenging the correctness of that royalty statement.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, maintain complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating transactions required to be reported to Licensor under this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related Subject to this Agreement. the provisions of Section 9.2 herein, at Licensor's sole cost, Licensor and its duly authorized representatives shall have the right, upon reasonable notice, during regular business hours at Licensee's principal offices in Florida, for the duration of this Agreement and for one five (15) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records of Licensee and examine all other documents and material in the possession or under the control of Licensee with respect to matters which are required to be reported to Licensor under this Agreement within three (3) years after the subject matter and the terms end of this Agreement, including, without limitation, invoices, credits and shipping documentseach License Year, and to make extracts and copies thereof. Licensee's accounting records of any sales and all of the aboveshall be maintained separately from Licensee's accounting records relating to other items manufactured or sold by Licensee. All such books of account, records, records and documents and materials shall be kept available by Licensee for at least two five (25) years after the end of the Annual Period each year to which they relate. IfIn connection with any audit or examination pursuant to this paragraph, as Licensor and its duly authorized representatives shall have the right to examine and inspect Licensee's physical inventory of Licensed Property, wherever same is kept. Licensor shall have a result period of time of six months following the close of any audit to assert any claims for discrepancies. Any claims not asserted within the six month period following the close of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such any audit and shall make all payments required to will be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforebarred.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. In the event that an error is discovered in the calculation of the amounts payable to Licensor, the Party that received the benefit of the error shall promptly thereafter pay to the other the amount of overpayment or underpayment, as the case may be. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% * or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. Licensee and Perfumania shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principlesGAAP complete, complete accurate and accurate separate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Perfumania shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its Artist and their duly authorized representatives shall have the right, for the duration of this Agreement and for one three (13) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Perfumania with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Perfumania for at least two three (23) years after the end of the Annual Period Sales Year to which they relate. If, as a result of any audit of Licensee's ’s and/or Perfumania’s books and records, it is shown that Licensee's ’s and/or Perfumania’s payments were less than the amount which should have been paid by an amount equal to * (*% %) percent or more of the payments actually made with respect to sales occurring during the period in question, Licensee and/or Perfumania shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit together with interest accruing thereon within ten (10) days after Licensor's ’s demand thereforetherefor.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *10% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *eight percent (8%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% * or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforetherefor.