IN
SUFFICIENT DETAIL TO DETERMINE THE ROYALTIES PAYABLE TO ANORMED PURSUANT TO
SECTIONS 7.2 AND 7.3, IF ANY; AND
(II)
IN THE CASE OF ANORMED, RECORDS OF ALL
COSTS AND EXPENSES RELATING TO THE PROSECUTION AND MAINTENANCE OF THE ANORMED
PATENTS.
(B)
DURING THE TERM OF THIS AGREEMENT [*], EACH
PARTY (IN THIS SECTION, THE "AUDITED PARTY") SHALL PERMIT THE OTHER PARTY (IN
THIS SECTION, THE "REQUESTING PARTY"), ON REASONABLE ADVANCE WRITTEN NOTICE, BUT
IN NO EVENT LESS THAN TEN (10) BUSINESS DAYS, AND AT THE REQUESTING PARTY'S COST
AND EXPENSE, TO ARRANGE FOR THE BOOKS AND RECORDS MAINTAINED BY THE AUDITED
PARTY PURSUANT TO SUBSECTION 8.7(A) RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT TO BE EXAMINED FROM TIME TO TIME DURING THE AUDITED PARTY'S REGULAR
BUSINESS HOURS, BUT NOT MORE THAN ONCE A YEAR, BY AN INDEPENDENT ACCOUNTING FIRM
SELECTED BY THE REQUESTING PARTY AND REASONABLY ACCEPTABLE TO THE AUDITED PARTY,
PROVIDED THAT SUCH INDEPENDENT ACCOUNTING FIRM AND ITS ACCOUNTANTS ARE BOUND BY
AN OBLIGATION OF CONFIDENTIALITY TO DISCLOSE TO THE REQUESTING PARTY ONLY
WHETHER THE ROYALTY STATEMENTS AND PAYMENTS MADE BY THE AUDITED PARTY UNDER THIS
AGREEMENT ARE ACCURATE AND, IF NOT ACCURATE, ANY EVIDENCE OF NON-COMPLIANCE WITH
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ANY SUCH EXAMINATION SHALL BE
RESTRICTED TO RECORDS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT COVERING
[*] PERIOD.
THE REQUESTING PARTY SHALL PROVIDE TO THE AUDITED PARTY A COPY OF
ANY AUDIT REPORTS PREPARED UNDER THIS SUBSECTION.
(C)
IN THE EVENT THE REPORT DEMONSTRATES THAT
NEORX HAS UNDERPAID ANORMED, NEORX SHALL PAY THE AMOUNT OF SUCH UNDERPAYMENT
IMMEDIATELY AND WHERE ANORMED IS THE REQUESTING PARTY, TO THE EXTENT SUCH
UNDERPAYMENT IS MORE THAN [*] FOR THE AUDITED PERIOD, NEORX SHALL REIMBURSE
ANORMED FOR THE EXPENSE OF THE AUDIT.
(D)
IN THE EVENT THE REPORT DEMONSTRATES THAT
NEORX HAS OVERPAID ANORMED, NEORX MAY DEDUCT FROM FUTURE AMOUNTS OWED TO ANORMED
SUCH OVERPAYMENTS AND WHERE NEORX IS THE REQUESTING PARTY, TO THE EXTENT SUCH
OVERPAYMENT IS MORE THAN [*] FOR THE AUDITED PERIOD, ANORMED SHALL REIMBURSE
NEORX FOR THE EXPENSE OF THE AUDIT.
8.8
CONFIDENTIALITY OF REPORTS.
Each party agrees that:
(A)
THE INFORMATION SET FORTH IN THE REPORTS
REQUIRED BY SECTIONS 8.6 AND 8.7; AND
(B)
THE RECORDS SUBJECT TO EXAMINATION UNDER
SECTION 8.7;
shall be subject to the obligations of confidentiality set out in Article 11 and
shall be maintained in confidence by the receiving party and by any independent
accounting firm selected by such party, shall not be used by such party or such
accounting firm for any purpose other than verification of the performance by
the other party of its obligations hereunder, and shall not be disclosed by the
receiving party or such accounting firm to any other person except for purposes
of enforcing this Agreement.
8.9
INTEREST.
NeoRx shall pay interest at a fixed rate per annum equal to [*] in excess of the
Prime Rate in effect on the date such amounts not paid were due under