Common use of Books of Account; Audit Clause in Contracts

Books of Account; Audit. Agile shall maintain, and cause its Affiliates and Sublicensees to maintain (if applicable), true and complete books of account containing an accurate record of all data necessary for the proper computation of royalties due from it under this Agreement. So long as any royalties accrue under this Agreement and for a period of [*] thereafter, upon at least [*]business days prior written notice to Agile and prearrangement, Corium will have the right to have an independent auditor selected by Corium audit Agile’s, its Affiliates’, and its Sublicensees’ (if applicable) books, records and accounts for the purpose of verifying the accuracy of the amount of royalties reported by Agile. Any such audit shall be conducted during the normal business hours of the audited party and no more frequently than once per year (except as provided below). If the auditor concludes that additional royalties were owed during the audited period, Agile will pay such additional royalties plus interest calculated in accordance with Section 6.2, within thirty (30) calendar days of the date Corium delivers the auditor’s written report to Agile. If the auditor concludes that that royalties were overpaid during the audited period, Corium will, within thirty (30) days after the audit report, refund to Agile all amounts overpaid. Corium will pay the fees and expenses charged by the auditor; provided, however, if the audit indicates that the royalties payable by Agile for the audited period are more than [*] of the amounts actually paid for such period, then Agile will pay the reasonable fees and expenses charged by the auditor. *Confidential Treatment Requested.

Books of Account; Audit. Agile shall maintain, and cause its Affiliates and Sublicensees to maintain (if applicable), true and complete books of account containing an accurate record of all data necessary for the proper computation of royalties due from it under this Agreement. So long as any royalties accrue under this Agreement and for a period of [*] thereafter, upon at least [*]] business days prior written notice to Agile and prearrangement, Corium will have the right to have an independent auditor selected by Corium audit Agile’s, its Affiliates’, and its Sublicensees’ (if applicable) books, records and accounts for the purpose of verifying the accuracy of the amount of royalties reported by Agile. Any such audit shall be conducted during the normal business hours of the audited party and no more frequently than once per year (except as provided below). If the auditor concludes that additional royalties were owed during the audited period, Agile will pay such additional royalties plus interest calculated in accordance with Section 6.2, within thirty (30) calendar days of the date Corium delivers the auditor’s written report to Agile. If the auditor concludes that that royalties were overpaid during the audited period, Corium will, within thirty (30) days after the audit report, refund to Agile all amounts overpaid. Corium will pay the fees and expenses charged by the auditor; provided, however, if the audit indicates that the royalties payable by Agile for the audited period are more than [*] of the amounts actually paid for such period, then Agile will pay the reasonable fees and expenses charged by the auditor. *Confidential Treatment Requested.