Common use of Commencing on the Clause in Contracts

Commencing on the. First Commercial Sale of any Product, Licensee shall and shall ensure that its Affiliates and their respective Strategic Partners and Sublicensees shall keep true and accurate records and books of account containing all data necessary for the confirmation of the calculation of royalties payable to Lonza, for a duration of [*] years from the date of origination of such records and books. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than [*] days’ prior notice) during the term of this Agreement and for [*] years thereafter, be open at all reasonable times during regular business hours for inspection by independent certified public accountants acting as auditors selected and paid for by Lonza and reasonably acceptable to Licensee. The independent auditor shall inspect and disclose to Lonza only information relating to the amounts which the accountant believes to be due and payable under this Agreement to Lonza, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. All information and materials obtained or examined by the independent auditor shall be deemed Licensee’s Confidential Information and may not be used or disclosed except as expressly provided in this Clause 6. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit through the independent auditor once each twelve-month period. Each audit shall begin upon the date agreed to by the Parties and shall be completed as soon as reasonably practicable. Lonza shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of [*] or more by Licensee, in which case, Licensee shall pay the actual and reasonable costs of the independent auditors. Results of any audit shall be made available to both Licensee and Lonza. If an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party responsible for such payment to the other Party within [*] days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the Party responsible for such payment.