Common use of Audit Right Clause in Contracts

Audit Right. (a) Upon written request and at least fifteen (15) days prior notice from BRIDGE, at BRIDGE'S expense and not more than once in each twelve (12) month period, BRIDGE may engage an independent public accounting or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in respect of any annual fiscal period ending not more than thirty-six (36) months prior to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit in such a manner so as to not unreasonably interfere with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such audit.

Audit Right. (a) Upon written request Any accountant or accountant firm appointed by the Seller shall be entitled to make reasonable inspections of the Buyer’s and at least fifteen (15) days prior notice from BRIDGEits Affiliates’ bookkeeping/accounting and other business records and premises, at BRIDGE'S expense and not for the purpose of verifying the Net Sales reported pursuant to Section 3.11(b), no more than once annually. If and when the Seller wishes to exercise its audit rights it shall [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] send an audit request to the Buyer and/or the relevant Affiliates at least 20 days in each twelve (12) month periodadvance of such audit. The relevant bookkeeping/accounting and other relevant business records shall be made available for audit during normal business hours during time period requested throughout the Audit Period; provided, BRIDGE may engage an independent public accounting however, with respect to Licensees and Permitted Sellers, the Buyer shall only be obligated to use its commercially reasonable efforts to make such records available by such Licensees or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services Permitted Sellers pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORXBuyer’s contract with any such party. The Auditor may perform on behalf appointed accountant or accountant firm shall be entitled to make copies of BRIDGE relevant bookkeeping/accounting material and other relevant business records. If the result of an audit verifies that the actual Net Sales (as finally determined pursuant to Section 3.11(b)) is in excess of the books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales with more than ten (10) percent, the Buyer shall – in addition to other remedies available under the Agreement – compensate the Seller for all costs of Licensed Product(s) during the relevant time periodsuch audit. The Auditor Seller and its consultants shall conduct the keep all information obtained through an audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in respect of any annual fiscal period ending not more than thirty-six (36) months prior to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit in such a manner so as to not unreasonably interfere with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such auditconfidential.

Audit Right. (a) Upon written request Each Party shall accurately keep all usual and at least fifteen (15) days prior notice from BRIDGE, at BRIDGE'S expense proper books of account and not records and all usual and proper entries and other documentation relating to the charges by one Party to any other Party. No more frequently than once in each annually during the Term, including as extended or renegotiated, and during the twelve (12) month period12)-month period immediately following the end of the Term, BRIDGE may engage whether by natural expiration or termination, each Party shall have the right to cause an independent public accounting or audit and inspection to be made of such books and records, entries and documentation of another Party as they relate to such Party's invoicing of the auditing firm (the "Auditor") selected by BRIDGE, but which has not Party for services provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE licenseAgreement, development or collaboration agreements) and which is reasonably acceptable any supporting documentation thereof, to ALGORXdetermine whether such Party has accurately complied with its obligations under this Agreement. Such audit shall be conducted by an independent, third party auditor from a reputable, nationally-recognized accounting firm, selected by mutual agreement of the auditing and audited Parties. All information disclosed and/or provided to such auditor in connection with such audit will be subject to an appropriate prior written confidentiality agreement. The Auditor may perform on behalf of BRIDGE an audit of auditor shall keep confidential the books identity and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in respect specific terms of any annual fiscal period ending not more than thirty-six (36) months prior agreements of all other VersaPoint customers. Any such audit shall be conducted, to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit extent possible, in such a manner so as to that does not unreasonably interfere with the ordinary business operations of ALGORX and those Affiliates and sublicensee(s) described abovethe audited Party. BRIDGE's right to request Any such audit shall survive any termination of this Agreement be paid for thirty-six by the auditing Party un less material discrepancies are disclosed in the auditor's report. "Material" shall mean a five percent (365%) months after or greater discrepancy in the date of said terminationreported charges. ALGORX acknowledges and agrees that ALGORXIf material discrepancies are disclosed, its Affiliates and sublicensees the audited Party shall reasonably cooperate pay for the costs associated with the Auditor audit, in connection with any addition to the amount of the discrepancy paid by the audited Party. APPLICABILITY OF CERTAIN ARTICLES SHAREHOLDERS AGREEMENT. Articles 14, 15, 17, 18 and 19 of the Shareholders Agreement shall be equally applicable to this Commercial Services Agreement and such auditarticles shall be considered to be incorporated herein by reference.

Audit Right. (a) The Company shall keep, and shall cause its Affiliates, Brazil Affiliates, Sales Affiliates and its and their sublicensees to keep, complete and accurate records pertaining to the sale of Products and all amounts payable to Solazyme under this Agreement pursuant to Article 7, in sufficient detail to permit Solazyme, Inc. to confirm the accuracy of all payments due hereunder for no less than five (5) years after the time period(s) to which such records relate. The JV Companies shall include in each written sublicense granted by them pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made 20 † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. pursuant to such sublicense and to grant access to such records by Solazyme, Inc.’s auditor subject to the same terms and conditions as stated in this Section 8.4. Such records shall be sufficient for Solazyme, Inc. to verify the reports provided to Solazyme, Inc. pursuant to Section 7.5, on a Product-by-Product and country-by-country, and to the extent feasible, field-by-field, basis. (b) Upon written request to the Company and at least fifteen thirty (1530) days prior notice from BRIDGESolazyme, at BRIDGE'S expense Inc., and not more often than once in each twelve (12) month periodper year, BRIDGE Solazyme, Inc. may engage an the Company’s independent certified public accounting or auditing firm (the "Auditor") selected by BRIDGEaccountant to perform, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE Solazyme, Inc., an audit of the Company’s books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports royalty reports furnished by ALGORX the Company and to confirm payments made hereunder in with respect of to any annual fiscal quarterly period ending not more than thirty-six sixty (3660) months prior to the date of such request. BRIDGE acknowledges that (c) Upon the Auditor(sexpiration of sixty (60) months following the end of any quarterly payment period, the calculation of amounts payable to Solazyme, Inc. with respect to such quarter shall conduct be binding and conclusive upon Solazyme, Inc. (except with respect to any audit then underway, or in the case of fraud or misrepresentation), and the Company shall be released from any liability or accountability with respect to royalties for such fiscal quarter. (d) Any report prepared by the auditor shall disclose the conclusions of the auditor regarding the audit and the amount of any underpayment or overpayment of royalties. A copy of such report shall be provided to the Company by the auditor at the same time it is sent or otherwise provided to Solazyme, Inc. (e) If an auditor’s report shows any underpayment of royalties, the Company shall remit to Solazyme, Inc., the amount of such underpayment within thirty (30) days after Solazyme, Inc.’s receipt of the auditor’s report, together with any interest due thereon. If the amount of any underpayment of any amount due is in excess of five percent (5%) of the total royalties due to Solazyme, Inc. with respect to any quarter in the period covered by the auditor’s report, then the Company shall reimburse Solazyme, Inc. for the cost of the audit in which the underpayment was discovered, the amount of the underpayment discovered, and interest on the underpayment at the rate set forth in Section 8.3. Any overpayment of royalties shall be fully creditable against future royalties payable in subsequent periods or be reimbursed to the Company if no further royalties are due. (f) Notwithstanding the statements above concerning Solazyme, Inc., if any audit performed by the Company’s independent public accountant has concluded to the correctness of the report on Net Sales for the period or periods requested by Solazyme, Inc. and Solazyme, Inc., after reviewing the information received from the Company independent public accounting, believes that a supplementary audit is appropriate to investigate a possible 21 † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. discrepancy between the Company’s returns and other information, Solazyme, Inc. shall have the right to engage its officially appointed worldwide independent public accountant or audit specialty firm reasonably acceptable to the Company, to perform, upon at least thirty (30) days prior written notice, such supplementary audit to examine and copy pertinent books and records of the Company as are reasonably necessary to enable such accounting firm to deal with that discrepancy and confirm to Solazyme, Inc. the correctness of the report on Net Sales for the specific countries and for the period or periods initially requested by Solazyme, Inc. Such supplementary audit shall be conducted in accordance with Accounting Standards used by the Company at the time of the audit, as consistently applied and shall be performed during regular business hours in such a manner so as to not unreasonably unnecessarily interfere with the Company’s normal business activities. Solazyme, Inc. will bear the full cost of ALGORX such supplementary audit unless such supplementary audit reveals underpayment of any amount due is in excess of five percent (5%) of the total royalties due to Solazyme, Inc. with respect to any quarter in the period covered by the auditor’s report, in which case the Company shall reimburse Solazyme, Inc. for the cost of the audit in which the underpayment was discovered, the amount of the underpayment discovered, and those Affiliates interest on the underpayment at the rate set forth in Section 8.3. (g) If the Company determines through an internal audit within the Company that any payment to Solazyme, Inc. is incorrect, it shall promptly notify Solazyme, Inc., and sublicensee(s) described aboveprovide a written explanation of the error and any unpaid amounts will immediately be paid by the Company, together with interest on such unpaid amounts at the rate specified in Section 8.3. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such audit.8.5

Audit Right. (a) Upon NewCo will provide to each SIG Party, on an annual basis within 90 days of the end of each calendar year commencing with 2009, a written request and at least fifteen (15) days prior notice certification from BRIDGEan officer of NewCo, at BRIDGE'S expense and not more than once to the effect that NewCo is in each twelve (12) month period, BRIDGE may engage an independent public accounting or auditing firm (compliance with the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant provisions of Section 7.1. The SIG Parties then party to this Agreement or other similar BRIDGE licenseshall have the right at any time during the Term (including any Phase-Out Period), development or collaboration agreementsat the SIG Parties’ sole cost and expense and upon 60 days’ prior written notice, to cause the examination (during reasonable business hours) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the those books and records of ALGORX NewCo and those its Controlled Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify determine NewCo’s compliance with the accuracy provisions of Section 7.1 (“Pricing Related Obligations”). Any such examinations shall be conducted by an independent certified public accounting firm designated by the SIG Parties then party to the Agreement (it being understood that if such independent certified public accounting firm is not a “Big 4” accounting firm, then NewCo shall have the right to approve the SIG Parties’ designation of such independent certified public accounting firm (which approval shall not be unreasonably withheld, conditioned or delayed)) (hereinafter the “Independent Auditor”). The SIG Parties’ right to perform such an audit shall be limited to no more than once each for each 12-month period. If, as a result of the Royalty Reports furnished examination performed hereunder, the Independent Auditor determines that NewCo is in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the SIG Parties stating only that NewCo is in compliance. If, as a result of the examination performed hereunder, the Independent Auditor determines that NewCo has failed to comply with the Pricing Related Obligations, then the Independent Auditor shall commence good faith discussions with NewCo regarding the provisions at issue. In the event that after good faith discussions, the Independent Auditor concludes that NewCo is, in fact, in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the parties stating only that NewCo is in compliance. In the event that after good faith discussions, the Independent Auditor concludes that NewCo has failed to comply with the Pricing Related Obligations, then NewCo shall authorize the Independent Auditor to provide to the SIG Parties only that limited information acquired during the course of the examination as is necessary, in the Independent Auditor’s reasonable discretion after consultation with NewCo with respect to the information proposed to be provided, for the SIG Parties to pursue its claim or claims related to NewCo’s non-compliance with such Pricing Related Obligations; any information that is not so necessary shall not be disclosed to the SIG Parties by ALGORX hereunder the Independent Auditor and shall remain strictly confidential. Under no circumstances, other than the limited circumstances described in respect the immediately preceding sentence, shall any information acquired during the course of any annual fiscal period ending not examination or obtained during any discussions with NewCo be disclosed to the SIG Parties by the Independent Auditor. Any information so disclosed and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15 of the Agreement. NewCo shall provide reasonable assistance to the Independent Auditor in conducting an examination pursuant to this Section 7.10. If any such examination reveals a discrepancy (in total) of greater than [*****] in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, NewCo shall pay to such SIG Party an amount equal to the cost of such examination that such SIG Party paid. If any such examination reveals a discrepancy in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, NewCo shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of [*****] from the date on which such amount was paid by or should have been paid to such SIG Party through the date on which payment is made to NewCo; provided, however, that in no event shall NewCo be required to make any such payment to the extent that such discrepancy relates to any amount paid by such SIG Party more than thirty-six (36) months two years prior to the date of such requestdiscrepancy was discovered by the Independent Auditor. BRIDGE acknowledges that the Auditor(s) Nothing in this Section 7.10. shall conduct the audit in such be construed as a manner so as to not unreasonably interfere with the business of ALGORX limitation on any SIG Party’s other rights and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such auditremedies.

Audit Right. (a) Upon Clearwire will provide to each SIG Party, on an annual basis within 90 days of the end of each calendar year commencing with 2009, a written request and at least fifteen (15) days prior notice certification from BRIDGEan officer of Clearwire, at BRIDGE'S expense and not more than once to the effect that Clearwire is in each twelve (12) month period, BRIDGE may engage an independent public accounting or auditing firm (compliance with the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant provisions of Section 7.1. The SIG Parties then party to this Agreement or other similar BRIDGE licenseshall have the right at any time during the Term (including any Phase-Out Period), development or collaboration agreementsat the SIG Parties’ sole cost and expense and upon 60 days’ prior written notice, to cause the examination (during reasonable business hours) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the those books and records of ALGORX Clearwire and those its Controlled Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify determine Clearwire’s compliance with the accuracy provisions of Section 7.1 (“Pricing Related Obligations”). Any such examinations shall be conducted by an independent certified public accounting firm designated by the SIG Parties then party to the Agreement (it being understood that if such independent certified public accounting firm is not a “Big 4” accounting firm, then Clearwire shall have the right to approve the SIG Parties’ designation of such independent certified public accounting firm (which approval shall not be unreasonably withheld, conditioned or delayed)) (hereinafter the “Independent Auditor”). The SIG Parties’ right to perform such an audit shall be limited to no more than once each for each 12-month period. If, as a result of the Royalty Reports furnished examination performed hereunder, the Independent Auditor determines that Clearwire is in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the SIG Parties stating only that Clearwire is in compliance. If, as a result of the examination performed hereunder, the Independent Auditor determines that Clearwire has failed to comply with the Pricing Related Obligations, then the Independent Auditor shall commence good faith discussions with Clearwire regarding the provisions at issue. In the event that after good faith discussions, the Independent Auditor concludes that Clearwire is, in fact, in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the parties stating only that Clearwire is in compliance. In the event that after good faith discussions, the Independent Auditor concludes that Clearwire has failed to comply with the Pricing Related Obligations, then Clearwire shall authorize the Independent Auditor to provide to the SIG Parties only that limited information acquired during the course of the examination as is necessary, in the Independent Auditor’s reasonable discretion after consultation with Clearwire with respect to the information proposed to be provided, for the SIG Parties to pursue its claim or claims related to Clearwire’s non-compliance with such Pricing Related Obligations; any information that is not so necessary shall not be disclosed to the SIG Parties by ALGORX hereunder the Independent Auditor and shall remain strictly confidential. Under no circumstances, other than the limited circumstances described in respect the immediately preceding sentence, shall any information acquired during the course of any annual fiscal period ending not examination or obtained during any discussions with Clearwire be disclosed to the SIG Parties by the Independent Auditor. Any information so disclosed and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15 of the Agreement. Clearwire shall provide reasonable assistance to the Independent Auditor in conducting an examination pursuant to this Section 7.10. If any such examination reveals a discrepancy (in total) of greater than [*****] in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, Clearwire shall pay to such SIG Party an amount equal to the cost of such examination that such SIG Party paid. If any such examination reveals a discrepancy in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, Clearwire shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of [*****] from the date on which such amount was paid by or should have been paid to such SIG Party through the date on which payment is made to Clearwire; provided, however, that in no event shall Clearwire be required to make any such payment to the extent that such discrepancy relates to any amount paid by such SIG Party more than thirty-six (36) months two years prior to the date of such requestdiscrepancy was discovered by the Independent Auditor. BRIDGE acknowledges that the Auditor(s) Nothing in this Section 7.10. shall conduct the audit in such be construed as a manner so as to not unreasonably interfere with the business of ALGORX limitation on any SIG Party’s other rights and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such auditremedies.

Audit Right. Subject to the other terms of this Section 7.7, either Party (athe “Requesting Party”) Upon written request may audit the records of the other Party (the “Audited Party”). The records to be audited are records regarding Net Revenue (including, for greater certainty, the Supply Price applicable in respect of all Net Revenue) or each Party’s compliance with Article 6 of this Agreement (including detailed information relevant to the number of Sales Representatives engaged by or on behalf of the Party with respect to the Product and the Details completed thereby), and, with respect to Acerus, the Manufacturing of the Product. Such audit shall be conducted (i) after at least fifteen thirty (1530) days prior written notice from BRIDGEthe Requesting Party, (ii) at BRIDGE'S expense the facility(ies) where the applicable records are maintained, (iii) on Business Days during normal business hours and without disruption to operations of the Audited Party (to the extent reasonably practicable, such examination shall be completed within five (5) Business Days), and (iv) no more frequently than once in any calendar year and not more than once in each twelve with respect to any particular records. The audit shall be conducted by (121) month period, BRIDGE may engage an internationally recognized independent certified public accounting or auditing firm (the "Auditor") selected by BRIDGE, the Requesting Party and not objected to by the Audited Party (but which not the accounting firm that conducts or has not provided auditing or other services to BRIDGE during within the previous five past three (53) years conducted the audit of such Requesting Party’s financial statements) or (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements2) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf in the case of BRIDGE an audit of Acerus’ development work on Product, professionals of Aytu’s choosing having the books appropriate scientific and/or regulatory background and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time periodexperience. The Auditor auditor will execute a written confidentiality agreement with the Audited Party that is substantially similar to the confidentiality provisions of Article 10 and limiting the disclosure and use of information obtained from such audit to authorized representatives of the Parties and the purposes germane to this Section 7.7. The auditor will disclose to the Requesting Party only the amount and accuracy of costs or payments, as applicable, reported and actually paid or otherwise payable under this Agreement. The auditor will send a copy of the report to both Parties at the same time. The Requesting Party shall conduct be responsible for expenses for the audit, except that the Audited Party shall reimburse the Requesting Party up to [**] for such independent accountant documented services if the independent accountant determines that payments made by the Audited Party are less than [**] of the amount actually owed for the period of the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy and such determination is finally resolved in favor of the Royalty Reports furnished Requesting Party pursuant to Section 7.7(c) below if contested by ALGORX the Audited Party. All inspections made hereunder in respect of any annual fiscal period ending not more shall be made no later than thirty-six (36) months prior [**] after the records subject to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit investigation were due, and all records not so audited within [**] will be deemed accurate and in such a manner so as to not unreasonably interfere accordance with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination terms of this Agreement for thirty-six (36) months after Agreement. The determination of the date of said termination. ALGORX acknowledges auditor shall be final and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with unappealable on the Auditor in connection with any such auditParties absent obvious error.

Audit Right. Upon not less than seven (a7) Upon business days' ------------ ----------- prior written request notice to Landlord and at least fifteen during regular business hours of Landlord, but not more often than once during any calendar year, Tenant and its authorized representatives (15who, if not Tenant employees, must be employees of an independent certified public accounting firm) days prior notice from BRIDGEshall have the right to audit, at BRIDGE'S expense Tenant's sole cost and not more than once in each twelve (12) month periodexpense, BRIDGE may engage an independent public accounting or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the Landlord's books and records relating to any determination of ALGORX and those Affiliates and sublicensee(sRent (including Operating Expenses) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in respect of any annual fiscal period ending not more than thirty-within six (36) months prior to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit in such a manner so as to not unreasonably interfere with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (366) months after Tenant's receipt thereof. Any dispute between the date of said termination. ALGORX acknowledges and agrees that ALGORXparties hereto with respect to such statement shall be resolved by binding arbitration conducted in Los Angeles County, its Affiliates and sublicensees shall reasonably cooperate California, in accordance with the Auditor then existing rules of the American Arbitration Association, with the arbitrator(s) to be an independent certified public accountant in good standing; judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, there shall not be deemed to be such a dispute unless Tenant notifies Landlord thereof within six (6) months after Tenant's receipt of such statement. Notwithstanding the foregoing, if, as a result of another tenant's audit, conducted by an independent certified public accounting firm, the disputed issue has already been resolved, Tenant shall accept the results of that audit. If there is a dispute and it is resolved through arbitration or otherwise, upon resolution thereof, Landlord shall, at its option, promptly return to Tenant any amount agreed or determined to have been overpaid to Landlord or apply such amount to the payment(s) of Rent next coming due hereunder, and Tenant shall promptly pay to Landlord any amount agreed or determined to be due. All costs incurred by the arbitrator(s) shall be paid by the party or parties as determined by the arbitrator(s). Notwithstanding any contrary provision herein, if total Operating Expenses are determined to have been overstated in such statement by more than five percent (5%), Landlord shall promptly reimburse to Tenant any reasonable audit fees paid by Tenant to its independent certified public accountant in connection with seeking the return of the overpayment in question; otherwise, Tenant shall promptly reimburse to Landlord any such auditreasonable audit fees paid by Landlord to its independent certified public accountant in connection with the foregoing audit by Tenant or its representatives.