Common use of Accounting and Audits Clause in Contracts

Accounting and Audits. (a) GS shall keep, and shall require its Affiliates and sub-licensees to keep, complete and accurate records of the latest five years of sales of Products on which royalties are due hereunder. For the purpose of verifying royalties due to LGLS hereunder, LGLS shall have the right annually, at LGLS’s expense, to retain an independent certified public accountant selected by LGLS and reasonably acceptable to GS, to review such records in the location(s) where such records are maintained by GS, its Affiliates or its sub-licensees upon reasonable notice and during regular business hours and under obligations of confidence. Results of such review shall be made available to both LGLS and GS. If the review reflects an underpayment of royalties to LGLS such underpayment shall be promptly remitted to LGLS, together with*****. If the underpayment of royalties is equal to or greater than *****, then GS pay all of the costs of such review. (b) LGLS shall keep complete and accurate records of the latest five years of supply hereunder sufficient to enable GS to confirm LGLS’s cost of goods. For the purpose of verifying cost of goods, GS shall have the right annually, at GS’s expense, to retain an independent certified public accountant selected by GS and reasonably acceptable to LGLS, to review such records in the location(s) where such records are maintained, upon reasonable notice and during regular business hours and under obligations of confidentiality. Results of such review shall be made available to both LGLS and GS. If the review reflects an overcharge by LGLS, such overcharge shall be promptly remitted to GS, together with interest calculated in the manner provided in Section 10.9, below. If the amount of such overcharge is equal to or greater than*****, then LGLS pay all of the costs of such review. If the review reflects an undercharge by LGLS, GS shall promptly refund the amount of the overpayment to LGLS, together with *****. * Confidential Treatment has been requested for the marked portions.

Accounting and Audits. (a) GS GSK shall keep, and shall require its Affiliates and sub-licensees to keep, complete and accurate records of the latest five years [*****] of sales of Products on which royalties are due hereunderhereunder and of Development and Commercialization expenditures for purposes of Section 4.4, above. For the purpose of verifying royalties due to LGLS hereunderScios hereunder and expenditures claimed by GSK hereunder for purposes of Section 4.4, LGLS Scios shall have the right annually, at LGLS’s Scios's expense, to retain an independent certified public accountant selected by LGLS Scios and reasonably acceptable to GSGSK, to review such records in the location(s) where such records are maintained by GSGSK, its Affiliates or its sub-licensees upon reasonable notice and during regular business hours and under obligations of confidence. Results of such review shall be made available to both LGLS Scios and GSGSK. If the review reflects an underpayment of royalties to LGLS Scios such underpayment shall be promptly remitted to LGLSScios, together with*****with interest at LIBOR plus two percent. If the underpayment of royalties royalties, or any over reporting of expenditures by GSK is equal to or greater than [*****], then GS GSK pay all of the costs of such review. If the review reflects an overpayment to Scios, Scios shall promptly refund the amount of the overpayment to GSK, together with interest calculated at LIBOR plus two percent. (b) LGLS Scios shall keep complete and accurate records of the latest five years [*****] of supply hereunder sufficient to enable GS GSK to confirm LGLS’s cost Scios' Cost of goodsGoods. For the purpose of verifying cost Cost of goodsGoods, GS GSK shall have the right annually, at GS’s expense, [*****] to retain an independent certified public accountant selected by GS GSK and reasonably acceptable to LGLSScios, to review such records in the location(s) where such records are maintained, upon reasonable notice and during regular business hours and under obligations of confidentiality. Results of such review shall be made available to both LGLS Scios and GSGSK. If the review reflects an overcharge by LGLSScios, such overcharge [*****] - A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION shall be promptly remitted to GSGSK, together with interest calculated in the manner provided in Section 10.9, below. If the amount of such overcharge is equal to or greater thanthan [*****], then LGLS Scios pay all of the costs of such review. If the review reflects an undercharge by LGLSScios, GS GSK shall promptly refund the amount of the overpayment to LGLSScios, together with *****. * Confidential Treatment has been requested for the marked portionsinterest calculated at LIBOR plus two percent.

Accounting and Audits. (a) GS shall keep, and shall require its Affiliates and sub-licensees to keep, complete and accurate records of the latest five years of sales of Products on which royalties are due hereunder. For the purpose of verifying royalties due to LGLS hereunder, LGLS shall have the right annually, at LGLS’s expense, to retain an independent certified public accountant selected by LGLS and reasonably acceptable to GS, to review such records in the location(s) where such records are maintained by GS, its Affiliates or its sub-licensees upon reasonable notice and during regular business hours and under obligations of confidence. Results of such review shall be made available to both LGLS and GS. If the review reflects an underpayment of royalties to LGLS such underpayment shall be promptly remitted to LGLS, together withwith interest at LIBOR plus ****** percent. If the underpayment of royalties is equal to or greater than ****** percent, then GS pay all of the costs of such review. (b) LGLS shall keep complete and accurate records of the latest five years of supply hereunder sufficient to enable GS to confirm LGLS’s cost of goods. For the purpose of verifying cost of goods, GS shall have the right annually, at GS’s expense, to retain an independent certified public accountant selected by GS and reasonably acceptable to LGLS, to review such records in the location(s) where such records are maintained, upon reasonable notice and during regular business hours and under obligations of confidentiality. Results of such review shall be made available to both LGLS and GS. If the review reflects an overcharge by LGLS, such overcharge shall be promptly remitted to GS, together with interest calculated in the manner provided in Section 10.9, below. If the amount of such overcharge is equal to or greater thanthan ****** percent, then LGLS pay all of the costs of such review. If the review reflects an * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. undercharge by LGLS, GS shall promptly refund the amount of the overpayment to LGLS, together with interest calculated at LIBOR plus *****. * Confidential Treatment has been requested for the marked portionspercent.

Accounting and Audits. (a) GS shall keep, and shall require its Affiliates and sub-licensees to keep, complete and accurate records of the latest five years of sales of Products on which royalties are due hereunder. For the purpose of verifying royalties due to LGLS hereunder, LGLS shall have the right annually, at LGLS’s expense, to retain an independent certified public accountant selected by LGLS and reasonably acceptable to GS, to review such records in the location(s) where such records are maintained by GS, its Affiliates or its sub-licensees upon reasonable notice and during regular business hours and under obligations of confidence. Results of such review shall be made available to both LGLS and GS. If the review reflects an underpayment of [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. royalties to LGLS such underpayment shall be promptly remitted to LGLS, together withwith [*****]. If the underpayment of royalties is equal to or greater than [*****], then GS pay all of the costs of such review. (b) LGLS shall keep complete and accurate records of the latest five years of supply hereunder sufficient to enable GS to confirm LGLS’s cost of goods. For the purpose of verifying cost of goods, GS shall have the right annually, at GS’s expense, to retain an independent certified public accountant selected by GS and reasonably acceptable to LGLS, to review such records in the location(s) where such records are maintained, upon reasonable notice and during regular business hours and under obligations of confidentiality. Results of such review shall be made available to both LGLS and GS. If the review reflects an overcharge by LGLS, such overcharge shall be promptly remitted to GS, together with interest calculated in the manner provided in Section 10.9, below. If the amount of such overcharge is equal to or greater thanthan [*****], then LGLS pay all of the costs of such review. If the review reflects an undercharge by LGLS, GS shall promptly refund the amount of the overpayment to LGLS, together with [*****. * Confidential Treatment has been requested for the marked portions].