Common use of Royalty Procedures Clause in Contracts

Royalty Procedures. 6.1 Licensee shall keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Lonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than thirty (30) days prior notice), be open at reasonable times during regular business hours for inspection by an independent certified public accounting firm of nationally recognized standing, selected by Lonza and reasonably acceptable to Licensee, as reasonably necessary to verify the accuracy of the royalty reports hereunder for the […***…] calendar quarters immediately prior to the date of such notice. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the audit. The independent auditor shall disclose to Lonza only whether the royalty reports are correct or not and the amount of any discrepancy. No other information shall be shared. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit once each calendar year. Each audit shall begin upon the date specified by Lonza within the time frame specified above, and shall be completed as soon as reasonably practicable. Lonza ***Confidential Treatment Requested shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of […***…]% or more by Licensee, in which case, Licensee shall pay the reasonable out-of-pocket costs of the independent auditors. If an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the party responsible for such payment to the other party within thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party responsible for such payment.

Royalty Procedures. 6.1 Licensee shall, and shall ensure that its Sublicensees shall, keep for a period of at least five (5) years from the date of each payment of royalties under Clause 5.1 or 5.2 true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Lonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than thirty (30) days prior notice), be open at all reasonable times during regular business hours for inspection by an independent certified public accounting firm of nationally recognized standing, auditors selected by Lonza and reasonably acceptable to Licensee, as reasonably necessary to verify the accuracy of the royalty reports hereunder for the […***…] calendar quarters immediately prior to the date of such notice. Such independent auditors shall agree enter into an agreement with the Parties to maintain the confidentiality of the information and materials disclosed during the audit. The independent auditor shall disclose to Lonza only whether the royalty reports are correct or not and the amount of any discrepancy. No other information shall be shared. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit once each calendar year. Each audit shall begin upon the date specified by Lonza within the time frame specified above, and shall be completed as soon as reasonably practicable. Lonza ***Confidential Treatment Requested shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of […***…]5% or more by Licensee, in which case, Licensee shall pay the reasonable out-of-pocket costs of the independent auditors. If an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the party Party responsible for such payment to the other party Party within thirty (30) days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party Party responsible for such payment.

Royalty Procedures. 6.1 Licensee shall, and shall ensure that its Sublicensees keep true and accurate records and books of account containing all data necessary for the calculation of royalties payable to Lonza. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than thirty (30) [*****] days prior notice), be open at all reasonable times during regular business hours for inspection by an independent certified public accounting firm of nationally recognized standing, auditors selected by Lonza and reasonably acceptable to Licensee, as reasonably necessary to verify the accuracy of the royalty reports hereunder for the […***…] calendar quarters immediately prior to the date of such notice. Such independent auditors shall agree to maintain the confidentiality of the information and materials disclosed during the audit. The independent auditor shall disclose to Lonza only whether the royalty reports are correct or not and the amount of any discrepancy. No other information shall be shared. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit once each calendar year[*****]. Each audit shall begin upon the date specified by Lonza within the time frame specified above, and shall be completed as soon as reasonably practicable. Lonza ***Confidential Treatment Requested shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of […***…]% **] or more by Licensee, in which case, Licensee shall pay the reasonable out-of-pocket costs of the independent auditors. If an audit concludes that an overpayment or underpayment [*****] has occurred during the audited period, such payment shall be remitted by the party responsible for such payment to the other party [*****] within thirty (30) [*****] days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the party responsible [*****] for such payment.