Common use of Records Retention Audit Clause in Contracts

Records Retention Audit. Amylin agrees to keep for at least five (5) years records of all sales of Products in sufficient detail to permit ACTII to confirm the accuracy of ▇▇▇▇▇▇’s royalty calculations. At ACTII’s request upon at least forty-five (45) days’ prior written notice, and at the expense of ACTII, Amylin shall permit a nationally recognized independent certified public accountant appointed by ACTII, and reasonably acceptable to Amylin, to examine these records solely to the extent necessary to verify such calculations, provided that such accountant has entered into a confidentiality agreement with Amylin or ACTII substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to those comparable of a royalty statement provided pursuant to Section 3.6(b) hereof. Such examination may occur only once in each calendar year and may apply only to records pertaining to the preceding five (5) calendar years. Results of any such examination shall be made available to ACTII and to Amylin. If such examination reveals an uncontested underpayment of royalties by five percent (5%) or more, Amylin shall pay all costs of such examination. In the event such accountant concludes that additional royalties are owed, the additional royalties shall be paid within thirty (30) days after the date Amylin receives the accountant’s written report reflecting such conclusion. Amylin shall either (i) keep for at least five (5) years copies of records of its Affiliates, sublicensees and Co-Marketers sufficient for auditing purposes under this Section 3.5(c) or (ii) secure the right for ACTII to conduct an audit of the records of ▇▇▇▇▇▇’s Affiliates, sublicensees and Co-Marketers under this Section 3.6(c) including records pertaining to gross sales and all deductions taken in the calculation of Net Sales. This Section 3.6(c) shall survive any termination of this Agreement for two (2) years.

Records Retention Audit. Amylin agrees to keep for at least five (5) years records of all sales of Products in sufficient detail to permit ACTII to confirm the accuracy of ▇▇▇▇▇▇’s Amylin's royalty calculations. At ACTII’s 's request upon at least forty-five (45) days’ ' prior written notice, and at the expense of ACTII, Amylin shall permit a nationally recognized independent certified public accountant appointed by ACTII, and reasonably acceptable to Amylin, to examine these records solely to the extent necessary to verify such calculations, provided that such accountant has entered into a confidentiality agreement with Amylin or ACTII substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to those comparable of a royalty statement provided pursuant to Section 3.6(b) hereof. Such examination may occur only once in each calendar year and may apply only to records pertaining to the preceding five (5) calendar years. Results of any such examination shall be made available to ACTII and to Amylin. If such examination reveals an uncontested underpayment of royalties by five percent (5%) or more, Amylin shall pay all costs of such examination. In the event such accountant concludes that additional royalties are owed, the additional royalties shall be paid within thirty (30) days after the date Amylin receives the accountant’s 's written report reflecting such conclusion. Amylin shall either (i) keep for at least five (5) years copies of records of its Affiliates, sublicensees and Co-Marketers sufficient for auditing purposes under this Section 3.5(c) or (ii) secure the right for ACTII to conduct an audit of the records of ▇▇▇▇▇▇’s Amylin's Affiliates, sublicensees and Co-Marketers under this Section 3.6(c) including records pertaining to gross sales and all deductions taken in the calculation of Net Sales. This Section 3.6(c) shall survive any termination of this Agreement for two (2) years.. * CONFIDENTIAL TREATMENT REQUESTED 7 8

Records Retention Audit. Amylin agrees to keep for at least five (5) years records of all sales of Products in sufficient detail to permit ACTII to confirm the accuracy of ▇▇▇▇▇▇Amylin’s royalty calculations. At ACTII’s request upon at least forty-five (45) days’ prior written notice, and at the expense of ACTII, Amylin shall permit a nationally recognized independent certified public accountant appointed by ACTII, and reasonably acceptable to Amylin, to examine these records solely to the extent necessary to verify such calculations, provided that such accountant has entered into a confidentiality agreement with Amylin or ACTII substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to those comparable of a royalty statement provided pursuant to Section 3.6(b) hereof. Such examination may occur only once in each calendar year and may apply only to records pertaining to the preceding five (5) calendar years. Results of any such examination shall be made available to ACTII and to Amylin. If such examination reveals an uncontested underpayment of royalties by five percent (5%) or more, Amylin shall pay all costs of such examination. In the event such accountant concludes that additional royalties are owed, the additional royalties shall be paid within thirty (30) days after the date Amylin receives the accountant’s written report reflecting such conclusion. Amylin shall either (i) keep for at least five (5) years copies of records of its Affiliates, sublicensees and Co-Marketers sufficient for auditing purposes under this Section 3.5(c) or (ii) secure the right for ACTII to conduct an audit of the records of ▇▇▇▇▇▇Amylin’s Affiliates, sublicensees and Co-Marketers under this Section 3.6(c) including records pertaining to gross sales and all deductions taken in the calculation of Net Sales. This Section 3.6(c) shall survive any termination of this Agreement for two (2) years.