Common use of XenoPort Clause in Contracts

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK pursuant to this Agreement. Such books and records shall be kept for at least [… * …] following the end of the calendar quarter to which they pertain and shall be open for inspection and audit by GSK during such [… * …] period on the terms of this Section 7.4(b). Upon not less than [… * …] prior written notice, XenoPort shall permit an independent, certified public accountant selected by GSK and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts payable hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year and during normal business hours. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4(b) shall be at the expense of GSK, unless a variation or error producing an overpayment in amounts payable exceeding [… * …] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any overpaid amounts that are discovered shall be paid by XenoPort, together with interest on such overpaid amounts at the rate set forth in Section 7.1 above. The Parties will endeavor in such inspection to minimize disruption of XenoPort’s normal business activities to the extent reasonably practicable. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK Xanodyne pursuant to this AgreementAgreement (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 and shall pertain. Such records will be open for inspection and audit by GSK during such [… * …**] period on the terms of this Section 7.4(b). Upon not less than [… * …] prior written noticeby an independent auditor chosen by Xanodyne, XenoPort shall permit an independent, certified public accountant selected by GSK and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts payable by Xanodyne hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year year, at reasonable times and during normal business hourson reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor 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(b) 7.4.2 shall be at the expense of GSKXanodyne, unless a variation or error producing an overpayment in amounts payable to XenoPort exceeding [… * …**] of the amount paid for a any period covered by the inspection is establishedestablished in the course of any such inspection, in which case 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 7.1 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 's normal business activities to the extent reasonably practicable. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK Astellas pursuant to this AgreementAgreement or the Supply Agreement (e.g., Cost of Goods). Such books and records shall be kept for at least [… * …] three (3) years following the end of the calendar quarter to which they pertain and shall pertain. Such records will be open for inspection and audit by GSK during such [… * …] three (3) year period on the terms of this Section 7.4(b). Upon not less than [… * …] prior written notice, XenoPort shall permit by an independent, certified public accountant selected independent auditor chosen by GSK Astellas and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (XenoPort for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts payable by Astellas hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year year, at reasonable times and during normal business hourson reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor Astellas’ independent auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4(b) 9.4.2 shall be at the expense of GSKAstellas, unless a variation or error producing an overpayment in amounts payable exceeding [… ... * …...] of the amount paid for a any period covered by the inspection is establishedestablished in the course of any such inspection, in which case whereupon all reasonable costs relating to the inspection for such period and any overpaid amounts that are discovered shall be paid by XenoPort, together with interest on such overpaid amounts at the rate set forth in Section 7.1 9.1 above. The Parties will endeavor in such inspection to minimize disruption of XenoPort’s normal business activities to the extent reasonably practicable. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCertain confidential information contained in this document, MARKED BY BRACKETSmarked by brackets, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 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 AMENDEDas amended.

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK Xanodyne pursuant to this AgreementAgreement (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 and shall pertain. Such records will be open for inspection and audit by GSK during such [… ... * …...] period on the terms of this Section 7.4(b). Upon not less than [… * …] prior written noticeby an independent auditor chosen by Xanodyne, XenoPort shall permit an independent, certified public accountant selected by GSK and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts payable by Xanodyne hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year year, at reasonable times and during normal business hourson reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor 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(b) 7.4.2 shall be at the expense of GSKXanodyne, unless a variation or error producing an overpayment in amounts payable to XenoPort exceeding [… ... * …...] of the amount paid for a any period covered by the inspection is establishedestablished in the course of any such inspection, in which case 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 7.1 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. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK Astellas pursuant to this Agreement. Such books and records shall be kept for at least [… * …] three (3) years following the end of the calendar quarter to which they pertain and shall pertain. Such records will be open for inspection and audit by GSK during such [… * …] three (3) year period on the terms of this Section 7.4(b). Upon not less than [… * …] prior written notice, XenoPort shall permit by an independent, certified public accountant selected independent auditor chosen by GSK Astellas and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (XenoPort for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. payable by Astellas hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year year, at reasonable times and during normal business hourson reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor Astellas’ independent auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4(b) 9.4.2 shall be at the expense of GSKAstellas, unless a variation or error producing an overpayment in amounts payable exceeding [… * …] of the amount paid for a any period covered by the inspection is establishedestablished in the course of any such inspection, in which case whereupon all reasonable costs relating to the inspection for such period and any overpaid amounts that are discovered shall be paid by XenoPort, together with interest on such overpaid amounts at the rate set forth in Section 7.1 9.1 above. The Parties will endeavor in such inspection to minimize disruption of XenoPort’s normal business activities to the extent reasonably practicable. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

XenoPort. XenoPort shall keep complete, true and accurate books of accounts and records for the purpose of determining payments due from GSK pursuant to this Agreement. Such books and records shall be kept for at least [… ... * …...] following the end of the calendar quarter to which they pertain and shall be open for inspection and audit by GSK during such [… ... * …...] period on the terms of this Section 7.4(b). Upon not less than [… ... * …...] prior written notice, XenoPort shall permit an independent, certified public accountant selected by GSK and reasonably acceptable to XenoPort, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.4(b), the “Auditor”), to audit or inspect those books or records of XenoPort that relate to XenoPort Operating Expenses and Sales Costs, for the sole purpose of verifying the amounts payable hereunder. The Auditor will disclose to GSK only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to XenoPort at the same time it is sent to GSK. Such inspections may be made no more than once each calendar year and during normal business hours. Such records for any particular calendar quarter shall be subject to no more than one inspection. Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4(b) shall be at the expense of GSK, unless a variation or error producing an overpayment in amounts payable exceeding [… ... * …...] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any overpaid amounts that are discovered shall be paid by XenoPort, together with interest on such overpaid amounts at the rate set forth in Section 7.1 above. The Parties will endeavor in such inspection to minimize disruption of XenoPort’s normal business activities to the extent reasonably practicable. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.