Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. For a period […***…], Abbott shall maintain and shall cause its Affiliates and Sublicensees to maintain complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, Neurocrine shall have the right to engage an registered public accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to Abbott, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott and shall take place at the Abbott facility(ies) where such records are maintained. In the event the report reflects an under-payment by Abbott hereunder, Abbott shall promptly (but in no event later than […***…] days after Xxxxxx’x receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott the excess amount. In the event any payment by Abbott shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the audit.

Maintenance of Records; Audit. For a period of […***…], Abbott BI shall maintain and shall cause its Affiliates and Sublicensees sublicensees to maintain complete and accurate books and records in connection with the sale of Collaboration Products hereunder, as necessary to allow the accurate calculation of Royalties and Milestones due hereunder including any records required to calculate any Royalty adjustments reductions hereunder. Once per calendar year, […***…] Neurocrine shall have the right to engage an registered public independent accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to AbbottBI, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott BI records as may be reasonably necessary to determine and/or verify the amount of Royalty and Milestone payments due hereunder for any year ending not more than hereunder. Such examination shall be conducted during BI’s normal business hours, after […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott BI and shall take place at the Abbott BI facility(ies) where such records are maintained. In the event the report reflects there was an under-payment by Abbott BI hereunder, Abbott BI shall promptly (but in no event later than […***…] days after Xxxxxx’x BI’s receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott BI hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott BI the excess amount. In the event any payment by Abbott BI shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott BI will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the such audit.

Maintenance of Records; Audit. For a period […***…]of four (4) years, Abbott GSK shall maintain and shall cause its Affiliates and Sublicensees sublicensees to maintain complete and accurate books and records in connection with the sale of Collaboration Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, year Neurocrine shall have the right to engage an registered public independent accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to AbbottGSK, at Neurocrine’s 's expense, which shall have the right to examine in confidence the relevant Abbott GSK records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such requesthereunder. Such examination shall be conducted during Xxxxxx’x GSK's normal business hours, after at least […***…] fifteen (15) days prior written notice to Abbott GSK and shall take place at the Abbott facility(iesGSK facility (ies) where such records are maintained. In the event the report reflects there was an under-payment by Abbott GSK hereunder, Abbott GSK shall promptly (but in no event later than […***…] thirty (30) days after Xxxxxx’x GSK's receipt of the independent auditor’s 's report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott GSK hereunder, Neurocrine shall promptly (but in no event later than […***…] thirty (30) days after Neurocrine’s 's receipt of the independent auditor’s 's report so correctly concluding) refund to Abbott GSK the excess amount. In the event any payment by Abbott GSK shall prove to have been incorrect by more than […***…] five percent (5%) to Neurocrine’s 's detriment, Abbott GSK will pay the reasonable fees and costs of Neurocrine’s 's independent auditor for conducting the such audit.