Full and Accurate Records. MAYO may from time to time and at any reasonable time, not exceeding once every twelve (12) months, by a professional accountant selected by MAYO and acceptable to LICENSEE, such acceptance not to be unreasonable withheld, inspect the books and records of LICENSEE and its Affiliates in order to verify the accuracy of reported statement by LICENSEE of sums paid or payable, or of any other material obligation under this Agreement. The MAYO representative shall treat as confidential all materials and information obtained as a result of such inspection. LICENSEE shall, and shall cause its Affiliates to keep full and accurate books and records in sufficient detail so that LICENSEE’s obligations under this Agreement can be properly determined. Such books and records shall be maintained for at least five (5) years after the Royalty reporting period (s) to which they relate. After completion of any such examination, MAYO shall promptly notify LICENSEE in writing of any proposed modification to LICENSEE’s statement of sums due and payable. Such examination shall be made at the expense of MAYO, unless such examination reasonably demonstrates the amount of Royalties and other payments due MAYO have been underpaid by 5% or more. In such case LICENSEE shall be responsible for reimbursing MAYO for the reasonable examination fee and expenses charged by the auditor.
Appears in 4 contracts
Samples: Non Exclusive Sub License Agreement (AutoGenomics, Inc.), Non Exclusive Sub License Agreement (AutoGenomics, Inc.), Non Exclusive Sub License Agreement (AutoGenomics, Inc.)
