Cytogen shall Sample Clauses

Cytogen shall and shall cause its Affiliates and permitted sublicensees to, keep full and accurate books and records setting forth gross sales, Net Sales, and amounts payable to DRAXIMAGE. Cytogen and DRAXIMAGE may once every calendar year appoint mutually agreeable independent qualified public accountants to audit Cytogen's books and records in order to ensure the accuracy of the DRAXIMAGE royalty entitlements. Such independent qualified public accountants shall provide two (2) weeks prior written notice to Cytogen of such an audit and shall conduct such audit during Cytogen's normal business hours. No audit shall be permitted later than three (3) years following the rendering of any such reports, accountings and payments, save and except in relation to issues arising between the Parties regarding Bad Debts. The opinion of such independent qualified public accountants regarding such reports, accountings and payments shall be binding on the Parties hereto. DRAXIMAGE shall bear the expense of such accounts; provided, however, that if the audit for any given year establishes an underpayment of greater than five percent (5%) of the total royalty entitlements payable to DRAXIMAGE for that calendar year, Cytogen not DRAXIMAGE shall promptly pay all the reasonable fees and expenses of such audit.
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