Common use of Access; Books and Records Clause in Contracts

Access; Books and Records. (a) Promptly after receipt by either Assignor or Guilford of notice of any action, claim, investigation or proceeding (commenced or threatened) relating to the transactions contemplated by this Agreement, any other Transaction Document, any Distribution Agreement or any License Agreement, Assignor and/or Guilford shall inform Assignees of the receipt of such notice and the substance of such action, claim, investigation or proceeding and, if in writing shall furnish Assignees with a copy of such notice and any related materials with respect to such action, claim, investigation or proceeding. (b) Guilford and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignees and any of Assignees' Consultants shall have the right, from time to time, to visit Guilford's and/or Assignor's offices and properties where Guilford and/or Assignor keeps and maintains its books and records relating or pertaining to the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignees to Guilford and/or Assignor, Guilford and/or Assignor will provide Assignees and any of Assignees' Consultants reasonable access to such books and records, and shall permit Assignees and any of Assignees' Consultants to discuss the business, operations, properties and financial and other condition of Guilford and/or Assignor or any of their Affiliates relating or pertaining to the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignees). Assignees' visits to Guilford's or Assignor's offices pursuant to this subsection (c) shall occur not more than two times for each company per calendar year; provided, however, that Assignees may so visit more frequently to the extent that there has occurred an event, a reasonably foreseeable consequence of which is a Material Adverse Effect, and Assignees' visit or visits to Guilford's or Assignor's offices in connection therewith are for purposes related to such event. (d) In the event any audit of the books and records of Guilford or Assignor relating to the Total Net Sales, the Assigned Interests or the other Collateral by Assignees and/or any of Assignees' Consultants reveals that the amounts paid to Assignees hereunder for the period of such audit have been understated by more than the greater of $20,000 or 7.5% of the amounts determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Guilford or Assignor; and in all other cases, such Audit Costs shall be borne by Assignees.

Access; Books and Records. (a) Promptly Within [*****] after receipt by either Assignor or Guilford an Dyax Entity of notice of any action, claim, investigation or proceeding (commenced or threatened) relating to the transactions contemplated by this Agreement, any other Transaction Document, any Distribution Agreement the Royalty Interests or any Included License AgreementAgreements or any Included Product, Assignor and/or Guilford Dyax shall inform Assignees the Buyer of the receipt of such notice and the substance of such action, claim, investigation or proceeding and, if in writing shall furnish Assignees the Buyer with a copy of such notice and any related materials with respect to such action, claim, investigation or proceeding. (b) Guilford and Assignor Each Dyax Entity shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Assigned the Royalty Interests and all deposits made into the applicable Deposit AccountsAccount. * Confidential Treatment Requested. Omitted portions filed with the Commission. (c) Assignees The Buyer and any of Assignees' the Buyer Consultants shall have the right, from time to time, to visit Guilford's and/or Assignor's Dyax’ offices and properties where Guilford and/or Assignor keeps Dyax keep and maintains its maintain their books and records relating or pertaining to Included Products Payments, the Assigned Royalty Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days [*****] written notice given by Assignees the Buyer to Guilford and/or Assignora Dyax Entity, Guilford and/or Assignor the Dyax Entity will provide Assignees the Buyer and any of Assignees' the Buyer Consultants reasonable access to such books and records, and shall permit Assignees the Buyer and any of Assignees' the Buyer Consultants to discuss the business, operations, properties and financial and other condition of Guilford and/or Assignor or any of their Affiliates Dyax relating or pertaining to the Assigned Royalty Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignees)accountants. Assignees' The Buyer’s visits to Guilford's or Assignor's Dyax’s offices pursuant to this subsection Subsection (c) shall occur not more than two (2) times for each company Dyax per calendar year; provided, however, that Assignees the Buyer may so visit more frequently to the extent that there has occurred an eventevent that has resulted in a Material Adverse Change, or a reasonably foreseeable consequence of which is a Material Adverse EffectChange, and Assignees' the Buyer’s visit or visits to Guilford's or Assignor's Dyax’ offices in connection therewith are for purposes related to such event. (d) To the extent that either the Buyer or Dyax has determined that there is a discrepancy as to the amounts paid to the Buyer hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event any audit that either the Buyer or Dyax deliver to the other party a Discrepancy Notice, the Buyer and Dyax shall meet within ten (10) Business Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Buyer to Dyax or by Dyax to the Buyer, then the party owing such payment shall promptly pay such payment to the other party. If, within forty-five (45) days after receipt of the books Discrepancy Notice, Dyax and records the Buyer cannot resolve any such discrepancies, then the Buyer and Dyax shall promptly instruct their respective firms of Guilford or Assignor relating independent certified public accountants to select, within five (5) Business Days thereafter, a third nationally recognized accounting firm (the “Independent Accountants”). After offering Dyax and its representatives and the Buyer and its representatives the opportunity to present their positions as to the Total Net Salesdisputed items, which opportunity shall not extend for more than ten (10) calendar days after the Independent Accountants have been selected, the Assigned Interests or Independent Accountants shall review the other Collateral disputed matters and the materials submitted by Assignees and/or Dyax and the Buyer and, as promptly as practicable, deliver to Dyax and the Buyer a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination shall be final and binding upon the parties hereto without any further right of Assignees' Consultants reveals appeal. If Dyax has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Dyax shall bear all the charges of the Independent Accountants. If the Buyer has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, the Buyer shall bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Assignees hereunder the Buyer for the period applicable calendar year underpaid the Buyer by an amount equal or in excess of such audit have been understated by more than the greater of $20,000 or 7.5% [*****] of the amounts determined to be due to the Buyer for such calendar year, in which event Dyax shall bear all of the period subject charges of the Independent Accountants. [*****]. * Confidential Treatment Requested. Omitted portions filed with the Commission. (e) To the extent any Dyax Entity has the right to perform or cause to be performed inspections or audits under any of the Included License Agreements regarding payments payable and/or paid to any Dyax Entity thereunder (each, a “License Party Audit”), Dyax shall, at the request and expense of the Buyer, cause such auditLicense Party Audit to be promptly performed. In conducting a License Party Audit, then Dyax shall engage an independent public accounting firm and other personnel directed by the Buyer. Promptly after completion of any License Party Audit Costs (whether or not requested by the Buyer), Dyax shall promptly deliver to the Buyer an Audit Report in respect of such audit shall be borne by Guilford or Assignor; and in all other cases, such Audit Costs shall be borne by AssigneesLicense Party Audit.

Access; Books and Records. (a) Promptly Within [*****] after receipt by either Assignor or Guilford an Dyax Entity of notice of any action, claim, investigation or proceeding (commenced or threatened) relating to the transactions contemplated by this Agreement, any other Transaction Document, any Distribution Agreement the Royalty Interests or any Included License AgreementAgreements or any Included Product, Assignor and/or Guilford Dyax shall inform Assignees the Buyer of the receipt of such notice and the substance of such action, claim, investigation or proceeding and, if in writing shall furnish Assignees the Buyer with a copy of such notice and any related materials with respect to such action, claim, investigation or proceeding. (b) Guilford and Assignor Each Dyax Entity shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Assigned the Royalty Interests and all deposits made into the applicable Deposit AccountsAccount. (c) Assignees The Buyer and any of Assignees' the Buyer Consultants shall have the right, from time to time, to visit Guilford's and/or Assignor's Dyax’ offices and properties where Guilford and/or Assignor keeps Dyax keep and maintains its maintain their books and records relating or pertaining to Included Products Payments, the Assigned Royalty Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days [*****] written notice given by Assignees the Buyer to Guilford and/or Assignora Dyax Entity, Guilford and/or Assignor the Dyax Entity will provide Assignees the Buyer and any of Assignees' the Buyer Consultants reasonable access to such books and records, and shall permit Assignees the Buyer and any of Assignees' the Buyer Consultants to discuss the business, operations, properties and financial and other condition of Guilford and/or Assignor or any of their Affiliates Dyax relating or pertaining to the Assigned Royalty Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignees)accountants. Assignees' The Buyer’s visits to Guilford's or Assignor's Dyax’s offices pursuant to this subsection Subsection (c) shall occur not more than two (2) times for each company Dyax per calendar year; provided, however, that Assignees the Buyer may so visit more frequently to the extent that there has occurred an eventevent that has resulted in a Material Adverse Change, or a reasonably foreseeable consequence of which is a Material Adverse EffectChange, and Assignees' the Buyer’s visit or visits to Guilford's or Assignor's Dyax’ offices in connection therewith are for purposes related to such event. (d) To the extent that either the Buyer or Dyax has determined that there is a discrepancy as to the amounts paid to the Buyer hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event any audit that either the Buyer or Dyax deliver to the other party a Discrepancy Notice, the Buyer and Dyax shall meet within ten (10) Business Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Buyer to Dyax or by Dyax to the Buyer, then the party owing such payment shall promptly pay such payment to the other party. If, within forty-five (45) days after receipt of the books Discrepancy Notice, Dyax and records the Buyer cannot resolve any such discrepancies, then the Buyer and Dyax shall promptly instruct their respective firms of Guilford or Assignor relating independent certified public accountants to select, within five (5) Business Days thereafter, a third nationally recognized accounting firm (the “Independent Accountants”). After offering Dyax and its representatives and the Buyer and its representatives the opportunity to present their positions as to the Total Net Salesdisputed items, which opportunity shall not extend for more than ten (10) calendar days after the Independent Accountants have been selected, the Assigned Interests or Independent Accountants shall review the other Collateral disputed matters and the materials submitted by Assignees and/or Dyax and the Buyer and, as promptly as practicable, deliver to Dyax and the Buyer a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination shall be final and binding upon the parties hereto without any further right of Assignees' Consultants reveals appeal. If Dyax has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Dyax shall bear all the charges of the Independent Accountants. If the Buyer has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, the Buyer shall bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Assignees hereunder the Buyer for the period applicable calendar year underpaid the Buyer by an amount equal or in excess of such audit have been understated by more than the greater of $20,000 or 7.5% [*****] of the amounts determined to be due to the Buyer for such calendar year, in which event Dyax shall bear all of the period subject charges of the Independent Accountants. [*****]. (e) To the extent any Dyax Entity has the right to perform or cause to be performed inspections or audits under any of the Included License Agreements regarding payments payable and/or paid to any Dyax Entity thereunder (each, a “License Party Audit”), Dyax shall, at the request and expense of the Buyer, cause such auditLicense Party Audit to be promptly performed. In conducting a License Party Audit, then Dyax shall engage an independent public accounting firm and other personnel directed by the Buyer. Promptly after completion of any License Party Audit Costs (whether or not requested by the Buyer), Dyax shall promptly deliver to the Buyer an Audit Report in respect of such audit shall be borne by Guilford or Assignor; and in all other cases, such Audit Costs shall be borne by AssigneesLicense Party Audit.