Record Maintenance and Audit. (a) The Recipient will keep and maintain:
Record Maintenance and Audit. (a) The Recipient will, in respect of each Eligible Project, keep and maintain:
Record Maintenance and Audit. Novo will keep and maintain, and cause its Affiliates and licensees, who have been granted rights to sell a Product, to keep and maintain, on a country-by-country basis for each Product complete and accurate records of sales of Product so that the royalties payable and the royalty statements may be verified. Such records shall be, upon Evotec’s written request, during reasonable business hours and within thirty (30) days of such written request, open to inspection during business hours for a three (3) year period after the royalty period to which such records relate, but in any event not more than once per calendar year, by a nationally recognised independent certified public accountant selected by Evotec among either PWC, E&Y, KPMG or Deloitte to whom Novo has no reasonable objections and retained at Evotec’s expense. Said accountant shall sign a confidentiality agreement prepared by Evotec and reasonably acceptable to Novo and shall then have the right to examine the records kept pursuant to this Agreement and report to Evotec the findings (but not the underlying data) of said examination of records as are necessary to evidence that the records were or were not maintained and used in accordance with this Agreement. A copy of any report provided to Evotec by the accountant shall be given concurrently to Novo. If said examination of records reveals any underpayment(s) of the royalty payable, then Novo shall promptly pay the balance due to Evotec, and if the underpayment(s) is/are more than 5%, then Novo shall also bear the expenses of said accountant. If said examination of records reveals any overpayment(s) of royalty payable, then Evotec shall either, at Novo’s choice, pay the balance due to Novo or credit the amount overpaid against Novo’s future royalty payment(s), if any.
