Common use of Records and Inspection Clause in Contracts

Records and Inspection. LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining to the manufacture, sales, leases, licenses and other transactions relating to Licensed Products by LICENSEE under this Agreement and all Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit Lockheed Xxxxxx Corporation's internal auditors, and/or an independent accountant selected by the LICENSOR and reasonably acceptable to LICENSEE, at LICENSOR's sole option and expense, to have access during ordinary business hours to such LICENSEE records as may reasonably be required by such auditors and accountant to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, in the event that the audit reveals an underpayment of royalties by LICENSEE of more than five percent (5%), the cost of the audit shall be reimbursed in full by LICENSEE. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%), LICENSEE shall reimburse fifty percent (50%) of the cost of the audit to LICENSOR. LICENSOR's auditors and accountant shall maintain in confidence, and shall not disclose to LICENSOR, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of LICENSEE's reports and payments under this Agreement.

Records and Inspection. LICENSEE Vaccinex shall maintain or cause to be maintained a true and correct set of records pertaining to the manufacture, sales, leases, licenses and other transactions relating to Net Sales of Licensed Products by LICENSEE Vaccinex under this Agreement and all Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect theretoAgreement. During the term of this Agreement and for a period of two one (21) years year thereafter, LICENSEE Vaccinex agrees to permit Lockheed Xxxxxx Corporation's internal auditorspermit, and/or upon reasonable advance notice, an independent accountant selected by the LICENSOR Rochester and reasonably acceptable to LICENSEE, at LICENSOR's sole option and expense, Vaccinex to have access during ordinary business hours to such LICENSEE records as are maintained by Vaccinex as may reasonably be required by necessary, in the opinion of such auditors and accountant accountant, to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, in In the event that the audit reveals an [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. underpayment of royalties royalty by LICENSEE of more than five [***] percent (5[***]%), the cost of the audit shall be reimbursed in full paid by LICENSEEVaccinex. If audit reveals an the underpayment by LICENSEE of between five is less than [***] percent (5[***]%) and two but more than [***] percent (2[***]%), LICENSEE Vaccinex and Rochester shall reimburse each pay fifty percent (50%) of the cost of the audit to LICENSORindependent audit. LICENSOR's auditors and If the underpayment is less than [***] percent ([***]%), Rochester shall bear the cost of the independent audit. Such accountant shall maintain in confidence, and shall not disclose to LICENSORRochester, any information concerning LICENSEE Vaccinex or its operations or properties other than information directly relating to the correctness of LICENSEE's such reports and payments under this Agreementand such accountant shall be required to sign a confidentiality agreement to effect the foregoing in such form as Vaccinex shall reasonably require.

Records and Inspection. LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining to the manufacture, sales, leases, licenses and other transactions relating to Licensed Products by LICENSEE under this Agreement and all Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit Lockheed Xxxxxx Martin Corporation's internal auditors, and/or an independent accountant selected accounxxxx xelected by the LICENSOR and reasonably acceptable to LICENSEE, at LICENSOR's sole option and expense, to have access during ordinary business hours to such LICENSEE records as may reasonably be required by such auditors and accountant to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, in the event that the audit reveals an underpayment of royalties by LICENSEE of more than five percent (5%), the cost of the audit shall be reimbursed in full by LICENSEE. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%), LICENSEE shall reimburse fifty percent (50%) of the cost of the audit to LICENSOR. LICENSOR's auditors and accountant shall maintain in confidence, and shall not disclose to LICENSOR, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of LICENSEE's reports and payments under this Agreement.