Common use of Books and Records; Audit Rights Clause in Contracts

Books and Records; Audit Rights. (a) OSI shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by Sections 6.4, 6.5 and 6.6. AVEO shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by AVEO and reasonably acceptable to OSI, review any such records of OSI in the location(s) where such records are maintained by OSI upon reasonable notice (which shall be no less than thirty (30) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 6.4, 6.5 and 6.6 within a [**] period preceding the date of the request for review provided that only completed Calendar Years may be audited. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by OSI during such period is accurate or inaccurate and the actual amounts of Net Sales, milestones and royalties due for such period. OSI shall receive a copy of each such report concurrently with receipt by AVEO. Should such inspection lead to the discovery of a discrepancy to AVEO’s detriment, OSI shall pay the amount of the discrepancy within five (5) Business Days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. AVEO shall pay the full cost of the review unless the underpayment of milestones and royalties is greater than five percent (5%) of the amount due for the applicable period, in which case OSI shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment of royalties by OSI revealed by an examination shall be fully creditable against future milestone and royalty payments.

Books and Records; Audit Rights. (a) OSI Processa shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by Sections 6.4, 6.5 6.7, 6.8 and 6.66.9. AVEO Elion shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by AVEO Elion and reasonably acceptable to OSIProcessa, review any such records of OSI Processa in the location(s) where such records are maintained by OSI Processa upon reasonable notice (which shall be no less than thirty fourteen (3014) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 6.4, 6.5 6.7, 6.8 and 6.6 6.9 within a [**] the thirty-six (36) month period preceding the date of the request for review provided that only completed Calendar Years may be auditedreview. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by OSI Processa during such period is accurate or inaccurate and the actual amounts of Net Sales, milestones milestone payments, Sublicense Consideration and royalties due due, for such period. OSI Processa shall receive a copy of each such report concurrently with receipt by AVEOElion. Should such inspection lead to the discovery of a discrepancy to AVEOElion’s detriment, OSI Processa shall pay the amount of the discrepancy within five (5) Business Days after its receipt from the accounting firm of the certificate showing the amount of the discrepancydiscrepancy plus interest calculated in accordance with Section ‎6.15. AVEO Elion shall pay the full cost of the review unless the underpayment of milestones and royalties is greater than five percent (5%) of the amount due for the any applicable periodCalendar Year, in which case OSI Processa shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment of royalties by OSI Processa revealed by an examination shall be fully creditable against future milestone and royalty paymentsPayments.