Royalty Audit. Once per each twelve-month period from the Effective Date, Supernus agrees to make its records for payment of royalties due available for examination by Afecta during normal business hours. Afecta shall have the option to engage, at its own expense, an independent certified public accountant reasonably acceptable to Supernus to examine, in confidence, Supernus’ records as may be necessary to determine the correctness of any payment of royalties hereunder made by Supernus. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Supernus during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be the Confidential Information of Supernus hereunder. If any audit performed under this Section 6.2 shall indicate that any payment due hereunder was underpaid, Supernus shall promptly pay the amount of any underpayment. If any audit performed under this Section 6.2 shall indicate that any payment hereunder was in error to Afecta’s detriment by more than [**] percent for any annual period, Supernus shall pay the cost of the audit.
Royalty Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit, through an independent third party CPA firm, at its expense and not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this Agreement; provided, however, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any proprietary information obtained during the course of such audit. Within forty-five (45) days after receiving the auditor’s report, Licensee shall make payment to Tessera of any amount which the parties agree to be payable.
Royalty Audit. 11 6.3 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE 7 - PATENTS
Royalty Audit. Once per calendar year, Progenitor shall have the option to engage at its own expense, an independent certified public accountant reasonably acceptable to Amgen, to examine, in confidence, such Amgen records as may be necessary to determine, with respect to any calendar year, the correctness of any payment of Royalties hereunder. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Amgen during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be Amgen Confidential Information hereunder. If any audit performed under this
Royalty Audit. Upon written notice for an audit, NEXX shall permit a mutually acceptable independent auditor designated by IBM, together with such legal and technical IBM personnel as IBM deems necessary, to examine, during ordinary business hours, records, and materials of NEXX and NEXX Subsidiaries for the purpose of verifying royalty computations under this Agreement. The auditors and IBM will be required to sign appropriate nondisclosure agreements prior to receiving any confidential information of NEXX. Approval of such independent auditor shall not be unreasonably withheld.
Royalty Audit. GENENCOR may, no more than one time per calendar year, have an independent representative of a certified public accounting firm inspect and audit the accounts, records, and reports generated by or for DUPONT relating to the manufacture of Compound X and all other facts or matters relating to the calculation of royalties due hereunder; provided, however, that the independent representative identified by GENENCOR seeking such review is approved by DUPONT, which approval shall not be unreasonably withheld, such review will be only during normal business hours, and such review will be at the sole expense of GENENCOR. The independent certified public accountant shall not disclose to GENENCOR any financial information except as necessary with respect to the accuracy of reports and payments made under this Agreement. In the event that such accountant concludes that discrepancies exist between the royalties paid and the royalties actually due, such discrepancies will be promptly corrected. 10 11 DuPont, Genencor Collaborative R&D Agreement
Royalty Audit. Once per [*] period and once within [*] after termination of this Agreement, BioMedicines agrees to make its records for payment of royalties due available for examination by Chiron during normal business hours. Chiron shall have the option to engage, at its own expense, an independent certified public accountant reasonably acceptable to BioMedicines to examine, in confidence, BioMedicines’ records as may be necessary to determine the correctness of any payment of royalties hereunder made by BioMedicines. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by BioMedicines during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed to be the Confidential Information of BioMedicines hereunder. If any audit performed under this Section 6.02 shall indicate that any payment due hereunder was underpaid, BioMedicines shall promptly pay the amount of any underpayment. If any audit performed under this Section 6.02 shall indicate that any payment hereunder was in error to Chiron’s detriment by more than [*] for any [*] period, BioMedicines shall pay the cost of the audit. [ * ] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Royalty Audit. 6.1 LAVA agrees to keep accurate and complete records of all data pertaining to the commercial application of the Patent Rights and Know How and of software, services and solutions deviated hereof. Furthermore, LAVA agrees to keep accurate and complete records of Net End-user Sales, Xxxxxxx Net Sales and Royalties.
Royalty Audit. Party A shall have the right to conduct an audit by itself or its authorized third parties in respect of the ringtone music download service through mobile telecommunications equipment and terminals provided by Party B, and Party B shall provide to Party A all necessary facilities in relation thereto.
Royalty Audit. Within ninety (90) days of each fiscal year end of Buyer during the Royalty Period, Buyer shall cause Buyer's independent accountants to deliver to Seller a letter stating that, in the opinion of such independent accountants, the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended fairly and accurately reflect the amount of Gross Sales of the SMT Business since the commencement of the Royalty Period. In the event that Buyer's accountants are unwilling or are unable to deliver to Seller such a letter, Buyer shall allow Seller's independent accountants to review, at Buyer's expense, Buyer's books and records to determine whether the amount of Gross Sales as reflected in the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended fairly and accurately reflect the amount of Gross Sales of the SMT Business since the commencement of the Royalty Period. In the event that, based on Seller's independent accountants' review of Buyer's books and records, Seller believes, in its sole discretion, that the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended reflect an underreporting of Gross Sales of the SMT Business since the commencement of the Royalty Period, Buyer and Seller shall submit the matter to an independent accounting firm reasonably acceptable to Buyer and Seller (the "Independent Accountants") for resolution by the Independent Accountants within thirty (30) days of so being submitted. Buyer and Seller shall share equally in the costs of retaining the Independent Accountants. In the event that the Independent Accountants determine that the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended reflect an underreporting of Gross Sales of the SMT Business since the commencement of the Royalty Period, within ten (10) days of such determination, Buyer shall pay to Seller, by wire transfer of immediately available funds to a bank account designated in writing by Seller, an amount equal to ten percent (10.0%) of the Gross Sales that were so underreported.
