Xanodyne Sample Clauses

Xanodyne. Xanodyne shall keep, and require its Affiliates to keep, complete, true and accurate books of accounts and records for the purpose of determining the amounts payable to XenoPort 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. Such records will be open for inspection during such [**] period by an independent auditor chosen by XenoPort, and reasonably acceptable to Xanodyne, 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. The independent auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.4.1 shall be at the expense of XenoPort, unless a variation or error producing an underpayment in amounts payable exceeding [**] of the amount paid for any period covered by the inspection is established, in which case, all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by Xanodyne, together with interest on such unpaid amounts at the rate set forth in Section 7.2 above. If XenoPort has been overpaid by an amount exceeding [**] of the amount due for any period covered by the inspection, then such overpayment less any reasonable expenses related to the inspection shall be a credit against the next royalties owed to XenoPort by Xanodyne. The Parties will endeavor in any such inspection to minimize disruption of Xanodyne's normal business activities to the extent reasonably practicable.
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