XenoPort Sample Clauses

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from Xanodyne pursuant to this Agreement (e.g., Cost of Goods). Such books and records shall be kept for at least [**] following the end of the calendar quarter to which they pertain. Such records will be open for inspection during such [**] period by an independent auditor chosen by Xanodyne, and reasonably acceptable to XenoPort, for the purpose of verifying the amounts payable by Xanodyne hereunder. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. Xanodyne's independent auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4.2 shall be at the expense of Xanodyne, unless a variation or error producing an overpayment in amounts payable to XenoPort exceeding [**] of the amount paid for any period covered by the inspection is established in the course of any such inspection, in which case, all reasonable costs relating to the inspection for such period and any overpaid amounts that are discovered shall be paid to Xanodyne by XenoPort, together with interest on such overpaid amounts at the rate set forth in Section 7.2 above. If XenoPort has been underpaid, then Xanodyne shall pay such underpayment to XenoPort. The Parties will endeavor in such inspection to minimize disruption of XenoPort's normal business activities to the extent reasonably practicable.
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Related to XenoPort

  • Licensee Licensee represents and warrants that:

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  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Product The Licensed Product includes (list all titles covered by this agreement):

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