Common use of Schering Clause in Contracts

Schering. Schering agrees to keep full, clear and accurate records for a maximum period of [*] years after the relevant payment is owed pursuant to this Agreement, setting forth the sales and other disposition of Licensed Product sold or otherwise disposed of in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. sufficient detail to enable royalties and compensation payable to Novacea hereunder to be determined. Schering further agrees, upon reasonable prior notice, to permit the books and records relating to such [*]year period to be examined during normal business hours by an independent nationally recognized accounting firm selected by Novacea and acceptable to Schering for the purpose of verifying reports provided for in Section 11.1. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time and shall be conducted under appropriate confidentiality provisions, for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. Such examination is to be made at the expense of Novacea, except in the event that the results of the audit reveal an underpayment of royalties, milestones, or other payments to Novacea under this Agreement of [*] percent [*] or more over the period being audited, in which case reasonable audit fees for such examination shall be paid by Schering. When calculating the Net Sales, the amount of such sales in foreign currencies shall be converted into Dollars using the standard methodologies employed by Schering for consolidation purposes. Schering shall provide reasonable documentation of the calculation and reconciliation of the conversion figures on a country-by-country basis as part of its report of Net Sales for the period covered under the report.

Schering. Schering agrees to keep full, clear and accurate records for a maximum period of [*] years after the relevant payment is owed pursuant to this Agreement, setting forth the sales and other disposition of Licensed Product sold or otherwise disposed of in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 38 sufficient detail to enable royalties and compensation payable to Novacea hereunder to be determined. Schering further agrees, upon reasonable prior notice, to permit the books and records relating to such [*]year period to be examined during normal business hours by an independent nationally recognized accounting firm selected by Novacea and acceptable to Schering for the purpose of verifying reports provided for in Section 11.1. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time and shall be conducted under appropriate confidentiality provisions, for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. Such examination is to be made at the expense of Novacea, except in the event that the results of the audit reveal an underpayment of royalties, milestones, or other payments to Novacea under this Agreement of [*] percent [*] or more over the period being audited, in which case reasonable audit fees for such examination shall be paid by Schering. When calculating the Net Sales, the amount of such sales in foreign currencies shall be converted into Dollars using the standard methodologies employed by Schering for consolidation purposes. Schering shall provide reasonable documentation of the calculation and reconciliation of the conversion figures on a country-by-country basis as part of its report of Net Sales for the period covered under the report.