Common use of Sales Record Audit Clause in Contracts

Sales Record Audit. Purchaser shall keep, and shall cause each of its Affiliates and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that may be necessary for the purpose of calculating all Royalty Payments payable to Seller. Such books of accounting (including, without limitation, those of Purchaser’s Affiliates and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, for the period of three (3) years following the end of the Calendar Year to which each shall pertain, and shall be open for inspection on an annual basis by an independent certified accountant selected by Seller, at its expense, for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller such compliance or noncompliance by Purchaser. Seller shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five percent (5%) of the amount,, paid, Purchaser shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser within thirty (30) days of notification of the results of such inspection. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaser. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sales Record Audit. Purchaser Warner shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP containing all particulars that as may be reasonably necessary for the purpose of calculating all Royalty Payments the royalties payable to SellerNexMed. Such books of accounting (including, without limitation, those of PurchaserWarner’s Affiliates Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times for the period of three (3) years next following the end of the Calendar Year calendar year to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times upon written notice by an NexMed, no more than once per year, by a nationally recognized independent certified accountant selected by Seller, at its expenseNexMed (reasonably acceptable to Warner), for the purpose of verifying royalty statements for compliance with Section 1.03 and this Section 1.04Agreement. Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to Seller NexMed such compliance or noncompliance by PurchaserWarner. Seller The results of each inspection, if any, shall be binding on both Parties. NexMed shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of such inspection of more than five percent (5%) of the amount,amount actually paid to NexMed, paid, Purchaser Warner shall pay for the reasonable out-of-pocket costs of such inspectionaudit. Any underpayments shall be paid by Purchaser Warner within thirty (30) days of notification of the results of such inspectioninspection plus interest as calculated in accordance with Section 5.4. Any overpayments shall be fully creditable by Purchaser against amounts payable in subsequent payment periods or, if no such amounts become payable within ninety (90) days after notification of such results, shall be refunded by Seller to Purchaser. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONrefunded.

Sales Record Audit. Purchaser Amgen shall keep, and shall cause each of its Affiliates Affiliates, and Sublicensees, if any, to keep, full complete and accurate books of accounting in accordance with GAAP containing all particulars that may be necessary for the purpose of calculating all Royalty Payments royalties payable to SellerPredix. Such books of accounting (including, without limitation, including those of Purchaser’s Affiliates Amgen's Affiliates, and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, for during the period of three (3) years [****] following the end of the Calendar Year to which each shall pertain, and shall be open for inspection on an annual basis at reasonable times during normal business hours, upon reasonable advance written notice (but no less than ten (10) Business Days), by an independent certified accountant selected by SellerPredix, and as to which Amgen has no reasonable objection, at its Predix's expense, for the sole purpose of verifying royalty statements for compliance with Section 1.03 this Agreement. In no event shall such audits be conducted hereunder more frequently [****], and this Section 1.04books and records for any particular year shall only be subject to one audit. Such accountant must have agreed in writing with Amgen to maintain all information learned in confidence, except as necessary to disclose to Seller Predix such compliance or noncompliance by PurchaserAmgen, and not to use such information for any purpose other than the purpose of the audit under this Section 7.7. Seller The independent accountant or Predix shall provide to Amgen a copy of the independent accountant's report promptly after it is first provided to Predix. The report and communication of such accountant to Predix with respect to such inspection shall be limited to a certificate stating whether any report made or payment submitted by Amgen during such period is accurate or inaccurate and the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Predix. Predix shall pay for such inspections, except that in the event such accountant correctly determines that there is any upward adjustment in aggregate royalties payable for the Calendar Quarter period of any year shown by such inspection of more than five percent (5%) [****] of the amount,, amount paid, Purchaser Amgen shall pay for the reasonable out-of-pocket costs of such inspection. Any underpayments shall be paid by Purchaser Amgen within thirty (30) days [********] of notification of the results of such inspection. Any overpayments [****] shall be fully creditable by Purchaser against amounts [****] payable in subsequent payment periods orperiods; provided that, if no such amounts become [****] are payable within ninety (90) days after notification from [****] prior to termination or expiration of such resultsthe Agreement, then [****] shall promptly thereafter pay to [****] the [****] of [****]. All information disclosed to Predix or its independent accountant in connection with any audit under this Section 7.7 shall be refunded by Seller to Purchaser. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONdeemed Amgen Confidential Information.