Common use of Record Keeping; Audit Clause in Contracts

Record Keeping; Audit. 6.1. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties due to the TLO hereunder. Such records shall be retained for at least [*****] following the end of the reporting period to which they relate. 6.2. The TLO may designate an independent third party certified public accountant, reasonably acceptable to Licensee, to inspect Licensee’s, books and records for the sole purpose of verifying royalties and milestone payments payable under this Agreement. Any such inspection shall be conducted with no less than sixty (60) days’ prior written notice to Licensee, at Licensee’s principal office during regular business hours, and in a manner that will not materially disrupted Licensee’s business. Such inspections shall be limited to once in any consecutive [*****] period during the Royalty Term and for [*****] thereafter. Licensee may require that the accountant sign its form nondisclosure agreement prior to performing any such inspection. The books and records inspected by the accountant shall be kept strictly confidential except that the accountant may disclose only a report of its findings to the TLO with a copy to Licensee. The report shall be deemed Licensee’s Confidential Information hereunder. If any review reveals a deficiency in the calculation and/or payment of royalties owed under this Agreement, then (i) [*****], and (ii) if such underpayment is by [*****] or more, Licensee shall reimburse the TLO for the accountant’s fees.