Common use of RECORDS AND INSPECTIONS Clause in Contracts

RECORDS AND INSPECTIONS. Each Party and its Affiliates shall keep complete, true, and accurate books of account and financial records for the purpose of determining the payment amounts (including royalty payments (including the amount of royalties due under the NIH License), payments for Development costs incurred and payments based on the Cost of Goods) payable under this Agreement and payable under the NIH License. Such books and records shall be kept at the principal place of business of such Party or its Affiliate, as the case may be, for at least [***] following the end of the Calendar Quarter to which they pertain. Upon the written request of the representative or agent of the Party conducting the audit (the “Auditing Party”) but not more often than once each Calendar year, at the Auditing Party’s expense, the party being audited (the “Audited Party”) shall permit an independent certified accountant selected by the Auditing Party and reasonably acceptable to the Audited Party to have access during normal business hours to those financial records of the Audited Party (and its Sublicensees where relevant) as may be reasonably necessary for the sole purpose of verifying the accuracy of the quarterly royalty calculations and invoices for Development costs incurred. Such examination shall be limited to a period of time no more than [***] immediately preceding the request for examination. The report of the independent certified accountant shall be shared with the Audited Party prior to distribution to the Auditing Party such that the Audited Party can provide the independent certified accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with the Auditing Party. The final audit report will be shared with the Audited and Auditing Parties at the same time and specify whether the amounts audited were correct or, if incorrect, the amount of any underpayment or overpayment. In the event that there has been an underpayment by Crucell or an overstatement of costs by BN of more than [***] percent ([***]%) then the Audited Party shall reimburse the Auditing Party’s costs of such audit. The party to whom such payment is due will issue an invoice for the corresponding amount, payable within [***] of its receipt of the invoice.

RECORDS AND INSPECTIONS. Each Party and its Affiliates and Sublicencees shall keep complete, true, and accurate books of account and financial records for the purpose of determining the payment amounts (including royalty payments (including the amount of royalties due under the NIH License), payments for Development costs incurred and payments based on the Cost of GoodsGoods Sold) payable under this Agreement and payable under the NIH LicenseAgreement. Such books and records shall be kept at the principal place of business of such Party or its AffiliateAffiliate or Sublicensee, as the case may be, for at least [***] five (5) years following the end of the Calendar Quarter to which they pertain. Upon the written request of the representative or agent of the Party conducting the audit (the “Auditing Party”) but not more often than once each Calendar year, at the Auditing Party’s expense, the party being audited (the “Audited Party”) shall permit an independent certified accountant selected by the Auditing Party and reasonably acceptable to the Audited Party to have access during normal business hours to those financial records of the Audited Party (and its Sublicensees where relevant) as may be reasonably necessary for the sole purpose of verifying the accuracy of the quarterly royalty calculations and invoices for Development costs incurredCost of Goods Sold. Such examination shall be limited to a period of time no more than [***] three (3) years immediately preceding the request for examination. The report of the independent certified accountant shall be shared with the Audited Party prior to distribution to the Auditing Party such that the Audited Party can provide the independent certified accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with the Auditing Party. The final audit report will be shared with the Audited ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 and Auditing Parties at the same time and specify whether the amounts audited were correct or, if incorrect, the amount of any underpayment or overpayment. In the event that there has been an underpayment by Crucell Xxxxxxx or an overstatement of costs COGS by BN of more than [***] five percent ([***]5%) ), then the Audited Party shall reimburse the Auditing Party’s costs of such audit. The party Party to whom such payment is due will issue an invoice for the corresponding amount, payable within [***] sixty (60) days of its receipt of the invoice.

RECORDS AND INSPECTIONS. Each Party Urologix shall, and shall cause its Affiliates shall keep completeand sublicensees to, true, and maintain accurate books of account and financial records for the purpose of determining the payment amounts (including royalty payments (including the amount of royalties containing sufficient data from which Earned Royalties due under the NIH License), payments for Development costs incurred and payments based on the Cost of Goods) payable Medtronic under this Agreement may be calculated. Urologix shall, and payable under the NIH License. Such books shall cause its Affiliates and sublicensees to, maintain those records shall be kept at the principal place of business of such Party or its Affiliate, as the case may be, for at least [***] following two (2) years after the end of the Calendar Quarter Contract Year to which they pertainthose records relate. Upon the written request reasonable notice from Medtronic, Urologix shall, and shall cause its Affiliates and sublicensees to, permit examination of the representative those records during regular business hours by qualified Medtronic personnel or agent of the Party conducting the audit (the “Auditing Party”) but not more often than once each Calendar year, at the Auditing Party’s expense, the party being audited (the “Audited Party”) shall permit an independent certified accountant firm of accountants selected by the Auditing Party Medtronic and reasonably acceptable to Urologix. The fees and expenses of such independent accountants shall be paid by Medtronic (provided that any accountants retained by Medtronic to review amounts pursuant to this Agreement shall be paid by Medtronic on an hourly or fixed (rather than on a contingency basis)) unless the Audited Party to have access during normal business hours to those financial records audit reveals an underpayment of more than five percent (5%) from the reported amounts, in which case Urologix shall bear the cost of the Audited Party independent accountants. Medtronic may not conduct more than one such audit during any Contract Year (unless a previous audit during such 12-month period revealed an underpayment with respect to such period or Urologix restates or revises such books and its Sublicensees where relevant) as records for such 12-month period), and any such audit may be reasonably necessary for the sole purpose of verifying the accuracy of the quarterly royalty calculations and invoices for Development costs incurred. Such examination shall be limited to not cover a period of time no more than [***] immediately preceding two (2) Contract Years. If such audit concludes that additional payments were owed or that excess payments were made during such period, Urologix shall pay the request for examination. The report of additional amounts with interest from the independent certified accountant date originally due in accordance with Section 3.5, or Medtronic shall be shared reimburse such excess payments with interest from the Audited Party prior to distribution date originally paid, in either case, within thirty (30) days after the date on which such audit is completed and the conclusions thereof are notified to the Auditing Party such that the Audited Party can provide the independent certified accountant with justifying remarks for inclusion in the report prior Parties. All records disclosed to sharing the conclusions of such independent public audit with the Auditing Party. The final audit report those accountants will be shared with deemed to be Confidential Information under this Agreement. Medtronic’s accountants may not disclose to Medtronic any Confidential Information relating to the Audited and Auditing Parties at the same time and specify whether the amounts audited were correct orbusiness of Urologix, if incorrect, the amount of except as should properly be contained in any underpayment or overpayment. In the event that there has been an underpayment by Crucell or an overstatement of costs by BN of more than [***] percent ([***]%) then the Audited Party shall reimburse the Auditing Party’s costs of such audit. The party summary to whom such payment is due will issue an invoice for the corresponding amount, payable within [***] of its receipt of the invoiceMedtronic under Section 3.2.