LICENSEE Audit. LICENSEE will conduct an independent audit of SALEs and royalties at least every two (2) years if annual SALEs of LICENSED PRODUCT are over Five Million ($5,000,000) US Dollars. The audit will address, at a minimum, the amount of gross SALEs by or on behalf of LICENSEE during the audit period, the amount of funds owed to REGENTS under this AGREEMENT, and whether the amount owed has been paid to REGENTS and is reflected in the records of LICENSEE. LICENSEE will submit the auditor’s report promptly to REGENTS upon completion. LICENSEE will pay for the entire cost of the audit.
LICENSEE Audit. During the term of the License Agreement and for a period of five (5) years following its termination or expiration, at the request of the Licensor, the Licensee undertakes to provide within seven (7) days from the request, all appropriate documents; information and records relating to the access and use of the Application Service in order to enable the Licensor or any third party mandated for this purpose by the Licensor to verify that the Licensee and the Authorized Users comply with the obligations of the License Agreement and respect the intellectual property rights of the Licensor. Without prejudice to the rights and actions of the Licensor, if the audit shows that the number of users exceeds the number of licenses for Authorized Users subscribed under the License Agreement and the Order Form, the Licensee undertakes to remedy the breach immediately by subscribing additional licenses for Authorized User and the associated subscription, at the public price in force, plus interest calculated from the date of the overrun. In addition, the Licensee undertakes to reimburse reasonable audit costs incurred by the Licensor.
