Common use of RECORDS OF REVENUES AND EXPENSES; AUDIT RIGHTS Clause in Contracts

RECORDS OF REVENUES AND EXPENSES; AUDIT RIGHTS. Each Party will maintain complete and accurate records which are relevant to the determination of Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party’s expense and not more often than once each calendar year by a certified public accountant selected by the other Party (subject to the consent of the Party to be audited, such consent not to be unreasonably withheld or delayed), or the other Party’s internal accountants (unless the Party to be audited objects to the use of such internal accountants) for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments under this Agreement. Each Party shall bear its own Costs related to such audit; PROVIDED, THAT, for any underpayments greater than five percent (5%) of annual Development Costs, Gross Profits, Operating Margin, Profit Payments and/or Royalty Payments (as the case may be) by the audited Party, the audited Party shall pay the other Party the amount of underpayment, together with interest as provided in Section 7.12, from the time the amount was due and the inspecting Party’s out-of-pocket expenses related to the audit. For any underpayments less than five percent (5%) of annual Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments and/or Royalty Payments (as the case may be), found under this Section, the audited Party shall pay the inspecting Party the amount of the underpayment. Any overpayments by the audited Party will be refunded to the audited Party or credited to future payments by the audited Party to the inspecting Party, at the audited Party’s election. Any records or accounting information received from the audited Party shall be Information of the audited Party for purposes of Article 10. Results of any such audit shall be provided to both Parties, and shall be Information of the audited Party for purposes of Article 10.

RECORDS OF REVENUES AND EXPENSES; AUDIT RIGHTS. Each Party will maintain complete and accurate records which are relevant to the determination of Development Costs, Gross Profits, Sales milestone payments and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments royalty payments under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party’s expense and not more often than once each calendar year by a certified public accountant selected by the other Party (subject to the consent of the Party to be audited, such consent not to be unreasonably withheld or delayed), or the other Party’s internal accountants (unless the Party to be audited objects to the use of such internal accountants) for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such Development Costs, Gross Profits, Sales milestone payments and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments royalty payments under this Agreement. Each Party shall bear its own Costs related to such audit; PROVIDEDprovided, THATthat, for any underpayments greater than five percent (5%) [*****] of annual Development Costs, Gross Profits, Operating Margin, Profit Payments milestone payments and/or Royalty Payments (as the case may be) royalty payments by the audited Party, the audited Party shall pay the other Party the amount of underpayment, together with interest as provided in Section 7.127.3.3 below, from the time the amount was due and the inspecting Party’s out-of-pocket expenses related to the audit. For any underpayments less than five percent (5%) [*****] of annual Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments Costs and/or Royalty Payments royalty payments (as the case may be), found under this Section, the audited Party shall pay the inspecting Party the amount of the underpayment. Any overpayments by the audited Party will be refunded to the audited Party or credited to future payments by the audited Party to the inspecting Party, at the audited Party’s election. Any records or accounting information received from the audited Party shall be Information of the audited Party for purposes of Article 109. Results of any such audit shall be provided to both Parties, and shall be Information of the audited Party for purposes of Article 109.

RECORDS OF REVENUES AND EXPENSES; AUDIT RIGHTS. Each Party will maintain complete and accurate records which are relevant to the determination of Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments royalty payments under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party’s expense and not more often than once each calendar year by a certified public accountant selected by the other Party (subject to the consent of the Party to be audited, such consent not to be unreasonably withheld or delayed), or the other Party’s internal accountants (unless the Party to be audited objects to the use of such internal accountants) for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such Development Costs, Gross Profits, Sales Costs and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments royalty payments under this Agreement. Each Party shall bear its own Costs related to such audit; PROVIDEDprovided, THATthat, for any underpayments greater than five percent (5%) [*****] of annual Development Costs, Gross Profits, Operating Margin, Profit Payments Costs and/or Royalty Payments royalty payments (as the case may be) by the audited Party, the audited Party shall pay the other Party the amount of underpayment, together with interest as provided in Section 7.12herein, from the time the amount was due and the inspecting Party’s out-of-pocket expenses related to the audit. For any underpayments less than five percent (5%) [*****] of annual Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments Costs and/or Royalty Payments royalty payments (as the case may be), found under this Section, the audited Party shall pay the inspecting Party the amount of the underpayment. Any overpayments by the audited Party will be refunded to the audited Party or credited to future payments by the audited Party to the inspecting Party, at the audited Party’s election. Any records or accounting information received from the audited Party shall be Information of the audited Party for purposes of Article 10. Results of any such audit shall be provided to both Parties, and shall be Information of the audited Party for purposes of Article 10.

RECORDS OF REVENUES AND EXPENSES; AUDIT RIGHTS. Each Party will maintain complete and accurate records which are relevant to the determination of Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party’s 's expense and not more often than once each calendar year by a certified public accountant selected by the other Party (subject to the consent of the Party to be audited, such consent not to be unreasonably withheld or delayed), or the other Party’s 's internal accountants (unless the Party to be audited objects to the use of such internal accountants) for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments, and Royalty Payments under this Agreement. Each Party shall bear its own Costs related to such audit; PROVIDED, THAT, for any underpayments greater than five percent (5%) of annual Development Costs, Gross Profits, Operating Margin, Profit Payments and/or Royalty Payments (as the case may be) by the audited Party, the audited Party shall pay the other Party the amount of underpayment, together with interest as provided in Section 7.12, from the time the amount was due and the inspecting Party’s 's out-of-pocket expenses related to the audit. For any underpayments less than five percent (5%) of annual Development Costs, Gross Profits, Sales and Marketing Costs, Operating Margin, Profit Payments and/or Royalty Payments (as the case may be), found under this Section, the audited Party shall pay the inspecting Party the amount of the underpayment. Any overpayments by the audited Party will be refunded to the audited Party or credited to future payments by the audited Party to the inspecting Party, at the audited Party’s 's election. Any records or accounting information received from the audited Party shall be Information of the audited Party for purposes of Article 10. Results of any such audit shall be provided to both Parties, and shall be Information of the audited Party for purposes of Article 10.