Common use of ACCOUNTING AND AUDIT Clause in Contracts

ACCOUNTING AND AUDIT. (a) PTI agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and other disposition of the Licensed Products in sufficient detail to enable the share of Net Sales payable hereunder to be determined, and further agrees to permit its books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECT, except that if the results of the audit for any year reveal that PTI has underpaid DURECT with respect to any country by an amount exceeding the audit fees in any individual country of the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid to DURECT. All information accessed or learned by DURECT and its accounting firm pursuant to this Section 9.8(a) shall be deemed to be the Confidential Information of PTI pursuant to Article XIII. (b) DURECT agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) is to be made at the expense of PTI, except that if the results of the audit for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIII.

ACCOUNTING AND AUDIT. (a) PTI agrees HP will follow HP's standard financial practices, processes and procedures as listed in the AFM. Caliper will follow the U.S.GAAP and will make reasonable efforts to keep clearfollow HP's standard financial practices, accurate processes and complete records for a period of at least [* * *] years (or such longer period procedures as may correspond listed in the AFM. HP will disclose the AFM and any other appropriate information to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and other disposition of the Licensed Products in sufficient detail Caliper as necessary to enable the share of Net Sales payable hereunder Caliper to be determined, and further agrees to permit its books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECT, except that if the results of the audit for any year reveal that PTI has underpaid DURECT with respect to any country by an amount exceeding the audit fees in any individual country of the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid to DURECT. All information accessed or learned by DURECT and its accounting firm pursuant to this Section 9.8(a) shall be deemed to be the Confidential Information of PTI pursuant to Article XIIIdo this. (b) DURECT agrees All Gross Margin share and royalty payments made pursuant to this Agreement will be accompanied by a report detailing the calculation of such payments. Each party will keep clear, accurate and complete adequate records regarding the basis for a period of at least such calculations in accordance with its standard practices but in no event for less than three years. [* * *] years = 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. (or such longer period as c) Each party may correspond to DURECT’s internal audit the financial records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs other party for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf the limited purpose of DURECT hereunderensuring compliance with the financial obligations of that other party under this Agreement. Such an audit may be conducted not more often than annually, during regular business hours, and further agrees to permit its books and records to on reasonable advance notice. Such audit will be examined conducted by an independent accounting firm selected by PTI auditor which will be obligated to keep strictly confidential the audited party's financial records and reasonably satisfactory other information. The auditor will disclose such information to DURECT, from time-to-time the auditing party only to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report necessary to PTI only whether invoices establish compliance or other requests for payment hereunder are accurate, non-compliance with the audited party's financial obligations and, if not accuratethe latter, the amount magnitude of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) The auditing party will pay the costs of such audit unless the audit shows that the audited party is to be made at more than [ * ] percent [ * ] delinquent in its obligations for the expense of PTI, except that if the results period of the audit for any year reveal that DURECT has overcharged PTI by an amount exceeding as of the audit feesend of such period, then in which case the audit fees shall be paid by DURECT. Any such overpayment by PTI audited party will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be pay the Confidential Information costs of DURECT pursuant to Article XIIIthe audit.

ACCOUNTING AND AUDIT. Licensee shall render accounting statements that include the “Project Number” given to Licensee in writing by CBS, if any, which has been assigned to each SKU of the Licensed Articles (ain the form of Exhibit “A” attached hereto) PTI agrees to CBS on a quarterly (calendar year) basis within thirty (30) days of the end of each quarter, whether or not any payment is shown to be due to CBS thereunder, and remit payments due CBS along with such statements, as follows: via regular mail to CBS Consumer Products, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. If the Territory covers more than one country, accounting statements shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten percent (10%) per annum or the prime interest rate of Chase Manhattan Bank plus two percent (2%), without prejudice to any other rights of CBS in connection therewith. The receipt and deposit of monies by CBS shall not prevent or limit CBS’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep clearaccurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s control relating to this Agreement, accurate at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and complete shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records for a period and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting the applicable accounting period in which sales occur showing the manufacturing, sales, use and other disposition such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Licensed Products Royalties paid to CBS for the period covered by such audit, then, in sufficient detail to enable the share of Net Sales payable hereunder to be determined, and further agrees to permit its books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECT, except that if the results of the audit for any year reveal that PTI has underpaid DURECT with respect addition to any country by an amount exceeding and all other rights, legal and/or equitable, of CBS, CBS shall have the audit fees in any individual country of right to immediately terminate the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid Term upon notice to DURECT. All information accessed or learned by DURECT and its accounting firm pursuant to this Section 9.8(a) shall be deemed to be the Confidential Information of PTI pursuant to Article XIIILicensee. (b) DURECT agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) is to be made at the expense of PTI, except that if the results of the audit for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIII.

ACCOUNTING AND AUDIT. (a) PTI agrees to keep clearBuyer and its Affiliates shall, and shall cause all other Payment Obligors to, maintain full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all Deferred Variable Payments payable under this Agreement and complete records for a period of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and verifying all other disposition of the Licensed Products in sufficient detail to enable the share of Net Sales payable hereunder payments to be determinedmade pursuant to this Agreement. Buyer and its Affiliates shall, and further agrees shall cause all other Payment Obligors to, permit Seller, by independent accountants selected by Seller and reasonably acceptable to permit its Buyer, to examine such books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from at any reasonable time-to-time to the extent necessary, but not more frequently later than [* * ***] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, following the amount rendering of any discrepancycorresponding reports, accountings and payments pursuant to this Agreement. Such examination by an independent accounting firm under this Section 9.8(a) is to The foregoing right of audit may be made at the expense of DURECTexercised only once during any [***] period, except in the event that a previous audit during such [***] period detected any material inaccuracies in payments, in which case, Seller may exercise its right of audit once more during such [***] to confirm that such inaccuracies have been corrected. The auditing accountants shall be required by Buyer or its Affiliates to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Seller or its Affiliates any information other than such as relates to the accuracy of reports and payments made or due hereunder. The opinion of said independent accountants regarding such reports, accountings and payments shall be binding on the Parties. Seller shall bear the cost of any such audit; provided, that if the results audit shows an underpayment due by Buyer to Seller of more than [***] percent ([***]%) of the audit amount due, then Buyer shall promptly reimburse Seller for any year reveal that PTI has underpaid DURECT the costs of accountants incurred in connection with respect to any country by an amount exceeding such audit. If the audit fees in any individual country of concludes that (A) additional amounts are owed by Buyer, Buyer shall promptly pay to Seller the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid to DURECT. All information accessed revealed by such audit, together with the costs of the accountants, as applicable; or learned (B) excess payments were made by DURECT and its accounting firm pursuant to this Section 9.8(a) Buyer, Buyer shall be deemed entitled to be the Confidential Information of PTI pursuant to Article XIII. (b) DURECT agrees to keep clear, accurate set-off against and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, deduct the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) such excess payment from any Deferred Fixed Payment or Deferred Variable Payment that is to be made at the expense of PTIthen due and payable hereunder, except that or which becomes due and payable hereunder within [***] following such conclusion, or if the results of the audit no Deferred Fixed Payments or Deferred Variable Payments become due and payable hereunder within [***] following such conclusion, Seller shall promptly reimburse Buyer for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIIIexcess payments.

ACCOUNTING AND AUDIT. (a) PTI agrees Buyer and its Affiliates shall, and shall use commercially reasonable efforts to keep clearcause all other Payment Obligors to, maintain complete and accurate books of account containing the information necessary for the purpose of calculating Deferred Variable Payments payable under this Agreement and complete records for a period of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and verifying all other disposition of the Licensed Products in sufficient detail to enable the share of Net Sales payable hereunder payments to be determinedmade pursuant to this Agreement. Buyer and its Affiliates shall, and further agrees shall use commercially reasonable efforts to cause all other Payment Obligors to, permit its Seller, through an Independent Accountant to examine such books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessaryduring normal business hours on not less than [***] advanced notice, but not more frequently later than [* * ***] following Buyer’s payment of the Deferred Variable Payment to which such audit relates. The foregoing right of audit may be exercised only once during any [***] period, except in the event that a yearprevious audit during such [***] period detected any material inaccuracies in payments, in which case, Seller may exercise its right of audit once more during [***] to confirm that such inaccuracies have been corrected. Such accounting firm The auditing Independent Accountant may be required by Buyer or its Affiliates to enter into a reasonably acceptable confidentiality agreement, and in no event shall report such Independent Accountant disclose to DURECT only whether payment Seller or its Affiliates any information other than such as relates to the accuracy of reports provided hereunder are accurateand payments made or due hereunder. The opinion of such Independent Accountant regarding such reports, and, if not accurate, accountings and payments shall be binding on the amount Parties. Seller shall bear the cost of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECTsuch audit; provided, except that if the results audit shows an underpayment due by Buyer to Seller of more than [***] percent ([***]%) of the audit amount due, then ▇▇▇▇▇ shall promptly reimburse Seller for any year reveal that PTI has underpaid DURECT the costs of the Independent Accountant incurred in connection with respect to any country by an amount exceeding such audit. If the audit fees in any individual country of concludes that (A) additional amounts are owed by Buyer, Buyer shall promptly pay to Seller the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly revealed by such audit, together with simple interest accrued on such amount at the rate of [***] percent ([***]%) per annum between the date the relevant payment was due hereunder and the date on which such underpayment is paid to DURECT. All information accessed in full and the costs of the Independent Accountant, as applicable; or learned (B) excess payments were made by DURECT and its accounting firm pursuant to this Section 9.8(a) Buyer, Buyer shall be deemed entitled to be the Confidential Information of PTI pursuant to Article XIII. (b) DURECT agrees to keep clear, accurate set-off against and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, deduct the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) such excess payment from any Deferred Fixed Payment or Deferred Variable Payment that is to be made at the expense of PTIthen due and payable hereunder, except that or which becomes due and payable hereunder within [***] following such conclusion, or if the results of the audit no Deferred Fixed Payments or Deferred Variable Payments become due and payable hereunder within [***] following such conclusion, Seller shall promptly reimburse Buyer for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIIIexcess payments.

ACCOUNTING AND AUDIT. (a) PTI agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and other disposition of the Licensed Products in sufficient detail to enable the share of Net Sales payable hereunder to be determined, and further agrees to permit its books and records to be examined by an * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECT, except that if the results of the audit for any year reveal that PTI has underpaid DURECT with respect to any country by an amount exceeding the audit fees in any individual country of the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid to DURECT. All information accessed or learned by DURECT and its accounting firm pursuant to this Section 9.8(a) shall be deemed to be the Confidential Information of PTI pursuant to Article XIII. (b) DURECT agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABER™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) is to be made at the expense of PTI, except that if the results of the audit for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIII.

ACCOUNTING AND AUDIT. (a) PTI agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to PTI’s internal records retention policy) for each reporting period in which sales occur showing the manufacturing, sales, use and other disposition of the Licensed Products in sufficient detail to enable the share of Net Sales payable hereunder to be determined, and further agrees to permit its books and records to be examined by an independent accounting firm selected by DURECT and reasonably satisfactory to PTI, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to DURECT only whether payment reports provided hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(a) is to be made at the expense of DURECT, except that if the results of the audit for any year reveal that PTI has underpaid DURECT with respect to any country by an amount exceeding the audit fees in any individual country of the Territory for such year, then the audit fees shall be paid by PTI. The amount of any such underpayment will be promptly paid to DURECT. All information accessed or learned by DURECT and its accounting firm pursuant to this Section 9.8(a) shall be deemed to be the Confidential Information of PTI pursuant to Article XIII. (b) DURECT agrees to keep clear, accurate and complete records for a period of at least [* * *] years (or such longer period as may correspond to DURECT’s internal records retention policy) in sufficient detail to substantiate the determination of the DURECT Research Expenses and Manufacturing Costs for SABERSABER ™ Ingredients and Bulk Dosage Form supplied by or on behalf of DURECT hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by PTI and reasonably satisfactory to DURECT, from time-to-time to the extent necessary, but not more frequently than [* * *] a year. Such accounting firm shall report to PTI only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, the amount of any discrepancy. Such examination by an independent accounting firm under this Section 9.8(b) is to be made at the expense of PTI, except that if the results of the audit for any year reveal that DURECT has overcharged PTI by an amount exceeding the audit fees, then the audit fees shall be paid by DURECT. Any such overpayment by PTI will be promptly reimbursed by DURECT. All information accessed or learned by PTI and its accounting firm pursuant to this Section 9.8(b) shall be deemed to be the Confidential Information of DURECT pursuant to Article XIII.