Proper accounts. 10.1 Geron shall maintain (and retain for not less than six (6) years) true and accurate accounts and records of all Sales which shall show in sufficient detail all facts necessary for the accurate calculation of the royalty payments payable by Geron pursuant to this Agreement. 10.2 Geron shall permit the Institute and its accountants not more than once in any Year on reasonable prior notice to inspect the accounts and records referred to in Clause 10.1 for the purpose of verifying that all royalties due to the Institute pursuant to this Agreement have been properly calculated. The Institute shall, and shall procure that its accountants shall, treat information arising from such inspection as strictly confidential. 10.3 If it is established that the amount of royalties paid in respect of any Quarter is 5% or more less than the amount of the royalties which were properly payable under Clause 9 in respect of that Quarter Geron, shall, within seven (7) days of the date on which it is so established, pay the shortfall to the Institute together with any interest due thereon and the reasonable costs and expenses incurred by the Institute in making the inspection and audit pursuant to which the underpayment is discovered. Any overpayment of royalties Quarters shall be credited against royalties owed to the Institute for the following Quarter or shall be repaid by the Institute to Geron within fourteen (14) days of the Institute's receipt of a notice from Geron requiring repayment. 10.4 The provisions of this Clause 10 shall remain in full force and effect following the expiry or termination of this Agreement for any reason whatsoever until the settlement of all subsisting claims of the Institute under this Agreement.
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Proper accounts. 10.1 12.1 Geron shall maintain (and retain for not less than six (6) years) true and accurate accounts and records of all Sales which shall show in sufficient detail all facts necessary for the accurate calculation of the royalty payments payable by Geron pursuant to this Agreement.
10.2 12.2 Geron shall permit the Institute and its accountants not more than once in any Year on reasonable prior notice to inspect the accounts and records referred to in Clause 10.1 12.1 for the purpose of verifying that all royalties due to the Institute pursuant to this Agreement have been properly calculated. The Institute shall, and shall procure that its accountants shall, treat information arising from such inspection as strictly confidential.
10.3 12.3 If it is established that the amount of royalties paid in respect of any Quarter is 5% or more less than the amount of the royalties which were properly payable under Clause 9 11 in respect of that Quarter Geron, shall, within seven (7) days of the date on which it is so established, pay the shortfall to the Institute together with any interest due thereon and the reasonable costs and expenses incurred by the Institute in making the inspection and audit pursuant to which the underpayment is discovered. Any overpayment of royalties Quarters shall be credited against royalties owed to the Institute for the following Quarter or shall be repaid by the Institute to Geron within fourteen (14) days of the Institute's receipt of a notice from Geron requiring repayment.
10.4 12.4 The provisions of this Clause 10 12 shall remain in full force and effect following the expiry or termination of this Agreement for any reason whatsoever until the settlement of all subsisting claims of the Institute under this Agreement.
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