Common use of Records; Audits; Reports Clause in Contracts

Records; Audits; Reports. (a) During the Royalty Term for a Product and for a period of one year thereafter, Purchaser shall keep, and shall cause its Affiliates, Licensees and Distributors to keep, complete and accurate records pertaining to the Royalty Transactions for such Product or other disposition of such Product in sufficient detail to permit Seller to confirm the accuracy of the payments for such Royalty Transactions. For a period ending one year after payment of a Milestone, Purchaser shall keep, and shall cause its Affiliates, Licensees and Distributors, if applicable, to keep, complete and accurate records pertaining to the progress toward achievement of such Milestone in sufficient detail to permit Seller to confirm the diligence of Purchaser’s efforts and progress towards achieving such Milestone. During the Acquired Xifin Accounts Term and for a period of one year thereafter, Purchaser shall keep, and shall cause its Affiliates and Licensees to keep, complete and accurate records pertaining to the collection of Acquired Xifin Accounts Receivable (including those contemplated by Schedule 5.8) in sufficient detail to permit Seller to confirm the accuracy of Purchaser’s payments to Seller of the amount set forth in Section 1.3(h) and Purchaser’s allocation of such amounts to the specific tests performed, and, in addition, Purchaser shall permit Seller to have access, during normal business hours, to all documentation (including without limitation test reports and patient- and physician-related information) that is in the possession of Purchaser, its Affiliates and its and their agents and service providers and that is reasonably useful to Seller to respond to any insurance-related inquiry with respect to any accounts receivable arising prior to January 12, 2010.