Net Sales Records. Titan shall keep, or obtain from its sublicensees, complete, true and accurate books and records of all Net Sales of Fanapt Products. Titan shall, as determined in its good faith business judgment or as reasonably requested by Deerfield, enforce its audit and inspection rights under all of the License Agreements and any other agreement relating to Fanapt Products to which it is a party or a third-party beneficiary, and shall take all other commercially reasonable steps, in order to compile and maintain such books and records of Net Sales and to ensure such books and records are reasonably capable of being audited upon Deerfield’s exercise of its rights pursuant to Section 2(g). Titan shall keep such books and records of Net Sales, or cause them to be retained and available for purposes of this Agreement, for at least two (2) years following the Quarter to which they pertain.
Net Sales Records. Parent shall keep books and records prepared in accordance with Parent’s accounting procedures and in accordance with GAAP, in each case consistently applied, and all relevant audit documentation (within the meaning of AS 1215 promulgated by the Public Company Accounting Oversight Board) for the purpose of calculating all Contingent Payments payable under this Section 1.11 in connection with Sales Milestones. Such books, records and audit documentation shall be kept at Parent’s principal place of business for a period of no less than three (3) years following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on an annual basis by a mutually agreed upon independent certified accountant, at the Stockholder Representative’s expense, for the purpose of verifying the Sales Milestones payable hereunder, and Parent shall make the relevant personnel of Parent and its Affiliates reasonably available to such accountant for such purpose. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to the Stockholder Representative any compliance or noncompliance by Parent with the terms of this Section 1.11, and shall have executed all customary release letters reasonably requested by Parent’s independent auditors.
Net Sales Records. Purchaser shall, and shall cause the other members of the Purchaser Rights Group to, keep books and records prepared in accordance with their respective standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of calculating all Net Sales Milestone Payments and Contingent Payments payable to Sellers. Subject to and without limiting Section 5.03(d) and Section 5.06(d), such books and records shall be kept at Purchaser’s or the relevant Purchaser Rights Group member’s principal place of business for a period of no less than [***] years following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on an annual basis by a mutually agreed upon independent certified accountant, [***], for the purpose of verifying the Net Sales Milestone Payments or the Contingent Payments payable to Sellers. The books and records for any particular Calendar Year shall be subject to no more than one inspection, and in no event shall any inspection be initiated with respect to any Calendar Year more than three years following the end of such Calendar Year. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Sellers any compliance or noncompliance by Purchaser and any other member of the Purchaser Rights Group with the terms of this Section 1.04, and shall have executed all customary release letters reasonably requested by Purchaser’s or any other Purchaser Rights Group member’s independent auditors. [***].
Net Sales Records. Purchaser shall keep books and records (including in electronic or cloud-based format, if Purchaser chooses) prepared in accordance with Purchaser’s standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of calculating all Net Sales Milestone Payments payable to Seller, or, if after dissolution of Seller, the Seller Representative’s designee. Such books and records shall be maintained for a period of no less than [***] following the end of the Calendar Year to which they shall pertain, and shall be open for inspection on a semi-annual basis by a mutually agreed upon independent certified accountant, at Seller’s or the Seller Representative, on behalf of Seller’s equityholders, expense, for the purpose of verifying the Net Sales Milestone Payments payable to Seller or, if after dissolution of Seller, the Seller Representative’s designee. Such accountant shall have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller any compliance or noncompliance by Purchaser with the terms of this Agreement, and shall have executed all customary release letters reasonably requested by Purchaser’s independent auditors.
