Royalty Audits. 4.1. Upon the written request of Cordis and not more than once in each calendar year, SRM shall permit an independent certified public accounting firm selected by Cordis and reasonably acceptable to SRM, at Cordis’ expense, to have access during normal business hours to such of the records of SRM as may be reasonably necessary to verify the accuracy of the royalty reports for any year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Cordis only whether or not the reports are correct and/or the amount of any discrepancies. All findings by the accounting firm shall be shared with SRM.
Royalty Audits. Orchid shall keep complete, true and accurate books of account and other appropriate records for the purpose of showing the amount payable to Xxxxxxx by way of royalty and of cumulative Net Sales and otherwise showing Orchid's compliance with Section 3 of this Agreement. Said books and the supporting data and other documentation, including technical information relevant to the determination of Orchid's obligations hereunder, shall be kept at Orchid's principal office and maintained for three (3) years following the end of the calendar year to which they pertain. Such records, solely to the extent relevant to the determination of Orchid's obligations under Section 3 of this Agreement shall be open, upon reasonable notice and at reasonable times during normal business hours, to the inspection by independent, certified public accounts (to be selected solely by Xxxxxxx and reasonably acceptable to Orchid) at Xxxxxxx'x expense. However, if a discrepancy of more than five percent (5%) of royalties due Xxxxxxx is discovered by the inspection, then the cost of the inspection shall be performed at Orchid's expense.
Royalty Audits. 13.1 At the same time as payment of royalties falls due, the Customer shall submit or cause to be submitted to the Supplier a statement in writing recording the calculation of such royalties payable, and in particular:
Royalty Audits. 16.6. 1 UCLB shall have the right to appoint, [***] on at least [***] prior written notice to Autolus, an independent certificated accountant reasonably acceptable to Autolus to undertake an audit of Autolus’s accounts and records relevant to the sales of Royalty Products, Net Sales and Net Receipts to verify the accuracy of any payments due in respect of Royalties and Net Receipts. The independent certified EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 accountant shall spend no more than [***] at the premises of Autolus for the purpose of undertaking the audit. Thereafter, Autolus shall within [***] of receiving a written request from the independent accountant provide any additional information that is reasonable and reasonably requested for the purpose of assisting with the audit, provided that the foregoing obligation shall expire [***] after the audit. The independent auditor shall be required to enter into a confidentiality agreement on reasonable and standard terms with Autolus and shall not be entitled to disclose any confidential information of Autolus from the audit but shall be able to disclose whether or not Autolus is in compliance with its reporting obligations and the levels of Royalty and Sublicence Payments declared and paid, and any discrepancy in the amount of Royalties and Sublicence Payments declared as against those calculated to be due. To comply with its obligations under this Clause 16.6.1, Autolus shall include obligations in its Sublicences to obtain and make available to the auditor appropriate information from Sub-Licensees to enable the independent auditor to verify the accuracy of Royalties, Net Receipts and Sublicence Payments.
Royalty Audits. Upon the written request of Eyetech, for the duration of Ophthotech’s royalty obligations hereunder and [**], Ophthotech shall permit an independent certified public accounting firm of nationally recognized standing selected by Eyetech (and with Ophthotech’s approval which it may not withhold unreasonably), at Eyetech’s expense, to have access during normal business hours on reasonable notice to such of the records of Ophthotech, its Affiliates and Licensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in relation to Net Sales and any royalties or other payments due thereon. Such inspections shall not be more frequent than [**] during each Calendar Year and may cover only the [**] Calendar Years immediately preceding the date of audit; provided, however, that such [**] Calendar Year limitation shall not apply if such accounting firm first determines that Ophthotech underpaid royalties by more than [**] percent ([**]%) of the amount that was due during such [**] Calendar Years. The accounting firm shall be under a duty to keep confidential any other information obtained from such reports. The fees charged by such accounting firm shall be paid by Eyetech; provided, however, that if such accounting firm determines that Ophthotech underpaid royalties by more than [**] percent ([**]%) of the amount that was due, then the fees charged by such accounting firm shall be paid by Ophthotech. If such accounting firm determines that Ophthotech paid more than the amount properly due in respect of any Calendar Quarter, then any excess payments made by Ophthotech shall be credited against future amounts due to Eyetech from Ophthotech, or if no such future amounts are reasonably expected to be due to Eyetech from Ophthotech, then Eyetech shall reimburse Ophthotech for any overpayment by Ophthotech. If such accounting firm concludes that additional royalties were owed during such period, Ophthotech shall pay the additional royalties within [**] days of the date Eyetech delivers to Ophthotech such accounting firm’s written report so correctly concluding.
Royalty Audits. You shall keep full, clear, and accurate records regarding your use of the Core Software, sales and other disposals of Licensee ICs, and royalties due under this Attachment. On 5 days’ prior written notice, Synopsys may audit those records during normal business hours, and you will provide Synopsys with all necessary access to your premises where those records are located. If an audit reveals an underpayment of fees, you will immediately pay the shortfall, plus a late fee applied at a rate equal to the lesser of 1.5% per month or the highest rate allowable under law. Synopsys will bear its own expenses of the audit, except if the audit discloses an underpayment of 5% or more for the audited period, in which case you will reimburse Synopsys for all of its reasonable expenses.
