Common use of Inspections and Audit Clause in Contracts

Inspections and Audit. Company or one or more of its Affiliates shall keep full, true and accurate books of account containing particulars and reasonable supporting documentation which may be necessary for the purpose of determining the Net Sales, royalties due thereon, the statements provided by Company pursuant to Section 3(a) above, and Company’s compliance with Section 7(a)(i). Such records shall be kept at the principal place of business of Company, Azur Parent, or an Affiliate of Company in the United States as notified to BPA, and shall be open at all reasonable times and upon reasonable advance notice to the inspection of Antares, BPA, or an independent certified public accounting firm retained by Antares or BPA, and reasonably acceptable to Company, for the purpose of verifying any payment made under this Agreement. The party initiating the inspection and audit (Antares or BPA) shall bear the full cost of any such audit, unless the audit discloses that the amount due for the audited period exceeds the amount paid for such period by (i) ten percent (10%) or more during the first two years of this Agreement; or (ii) five percent (5%) or more thereafter, in which case Company shall bear the full cost of such audit. Any additional payment found in such audit to be due BPA shall be paid by Company within thirty (30) days after such finding.