Net Sales and Royalty Calculations. During the Royalty Term and for a period of three (3) years thereafter, Senomyx shall keep complete and accurate records of sales and all other information necessary to calculate Net Sales of each Product in sufficient detail to allow the accrued royalties to be determined accurately in accordance with GAAP. Aurora, with reasonable written notice to Senomyx, shall have the right to cause a nationally recognized independent, certified public accountant to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales and royalty payments made by Senomyx hereunder. Such accountant shall execute a confidentiality agreement prior to entering Senomyx's premises, obligating such accountant to keep all information disclosed to it confidential and shall only be permitted to disclose to Aurora the extent of any discrepancy between royalty payments made by Senomyx hereunder and the actual royalty required to be so paid. Aurora shall bear the full cost of such audit, unless such audit discloses a variance of more than five percent (5%) from the amount of the royalties due under this Agreement, in which event, Senomyx shall bear the full cost of such audit. Aurora agrees not to disclose Confidential Information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for Aurora to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.
Net Sales and Royalty Calculations. During the Royalty Term and for two (2) years from the date of each payment of royalties, Merck shall keep complete and accurate records of sales and all other information necessary to calculate Net Sales of each Product in sufficient detail to allow the accrued royalties to be determined accurately in accordance with GAAP. Aurora, with reasonable written notice to Merck, shall have the right to cause Aurora's independent, certified public accountant to audit such records not more than once each year at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Sales and royalty payments. Aurora shall bear the full cost of such audit unless such audit discloses an underpayment of more than ten percent (10%) from the amount of the royalties due under this Agreement, in which event, Merck shall bear the reasonable cost of such audit. Such accountant shall disclose only whether the royalty reports are correct and *** CONFIDENTIAL TREATMENT REQUESTED
Net Sales and Royalty Calculations. During the Royalty Term and for [...***...] Firmenich will keep complete and accurate records of sales and all other information necessary to calculate [...***...] in sufficient detail to allow the accrued royalties to be determined accurately in accordance with International Financial Reporting Standards (“IFRS”) and to verify the royalty payments pursuant to Section 7.3. Senomyx, with reasonable written notice to Firmenich and not to exceed [...***...], will have the right to [...***...] to verify the accuracy of the reports of [...***...] Senomyx agrees not to disclose Confidential Information concerning royalty payments reports, and all other information learned in the course of [...***...], except to the extent necessary for Senomyx to enforce its rights under this Agreement or if disclosure is required by law.
