PROMPT REMITTANCE OF ANY PAYMENTS IN ANY JURISDICTION,
ATLANTIC MAY NOTIFY ISIS AND MAKE SUCH PAYMENTS BY DEPOSITING THE AMOUNT THEREOF
IN LOCAL CURRENCY IN A BANK ACCOUNT OR OTHER DEPOSITORY IN SUCH COUNTRY IN THE
NAME OF ISIS OR ITS DESIGNEE, AND ATLANTIC WILL HAVE NO FURTHER OBLIGATIONS
UNDER THIS AGREEMENT WITH RESPECT THERETO.
ALL PAYMENTS UNDER THIS AGREEMENT
SHALL BE MADE FREE AND CLEAR AND WITHOUT ANY SET OFF, DEDUCTION, WITHHOLDING OR
DEFERMENT IN RESPECT OF ANY TAXES UNLESS REQUIRED BY LAW OR PRACTICE OF ANY
RELEVANT GOVERNMENTAL AUTHORITY.
THE PARTIES SHALL CO-OPERATE TO MINIMIZE ANY
DEDUCTION OR WITHHOLDING IN RELATION TO ANY PAYMENTS PURSUANT TO THIS AGREEMENT.
SECTION 6.8
RECORDS RETENTION; AUDIT.
6.8.1
RECORD RETENTION.
ATLANTIC WILL MAINTAIN (AND WILL ENSURE THAT ITS
AFFILIATES AND SUBLICENSEES WILL MAINTAIN) COMPLETE AND ACCURATE BOOKS, RECORDS
AND ACCOUNTS THAT FAIRLY REFLECT NET SALES WITH RESPECT TO EACH ALICAFORSEN
PRODUCT, IN EACH CASE IN SUFFICIENT DETAIL TO CONFIRM THE ACCURACY OF ANY
PAYMENTS REQUIRED HEREUNDER AND IN ACCORDANCE WITH IFRS, WHICH BOOKS, RECORDS
AND ACCOUNTS WILL BE RETAINED BY ATLANTIC, ITS AFFILIATES OR SUBLICENSEES (AS
APPLICABLE) FOR THE LATER OF (I) 5 YEARS AFTER THE END OF THE PERIOD TO WHICH
SUCH BOOKS, RECORDS AND ACCOUNTS PERTAIN, AND (II) THE EXPIRATION OF THE
APPLICABLE TAX STATUTE OF LIMITATIONS (OR ANY EXTENSIONS THEREOF), OR FOR SUCH
LONGER PERIOD AS MAY BE REQUIRED BY APPLICABLE LAW.
6.8.2
AUDIT.
ISIS WILL HAVE THE RIGHT TO HAVE AN INDEPENDENT CERTIFIED
PUBLIC ACCOUNTING FIRM OF NATIONALLY RECOGNIZED STANDING, REASONABLY ACCEPTABLE
TO ATLANTIC, HAVE ACCESS DURING NORMAL BUSINESS HOURS, AND UPON REASONABLE PRIOR
WRITTEN NOTICE, TO ATLANTIC'S RECORDS (AND ITS AFFILIATES AND SUBLICENSEES) AS
MAY BE REASONABLY NECESSARY TO VERIFY THE ACCURACY OF NET SALES, SUBLICENSE
REVENUE, AS APPLICABLE, FOR ANY CALENDAR QUARTER OR CALENDAR YEAR ENDING NOT
MORE THAN [***] MONTHS PRIOR TO THE DATE OF SUCH REQUEST; PROVIDED, HOWEVER,
THAT ISIS WILL NOT HAVE THE RIGHT TO CONDUCT MORE THAN ONE SUCH AUDIT IN ANY
CALENDAR YEAR EXCEPT AS PROVIDED BELOW.
THE ACCOUNTING FIRM WILL ENTER INTO
APPROPRIATE OBLIGATIONS WITH ATLANTIC TO TREAT ALL INFORMATION IT RECEIVES
DURING ITS INSPECTION AS CONFIDENTIAL.
THE ACCOUNTING FIRM SHALL DISCLOSE TO
ISIS ONLY WHETHER THE REPORTED NET SALES AND SUBLICENSE REVENUE ARE CORRECT AND
DETAILS OF ANY DISCREPANCIES BUT NO OTHER INFORMATION SHALL BE DISCLOSED TO
ISIS.
ISIS WILL BEAR THE COST OF SUCH AUDIT UNLESS THE AUDIT REVEALS A VARIANCE
OF MORE THAN [***]% FROM THE REPORTED RESULTS, IN WHICH CASE ATLANTIC WILL BEAR
THE COST OF THE AUDIT.
12
6.8.3
PAYMENT OF ADDITIONAL AMOUNTS.
IF, BASED ON THE RESULTS OF SUCH
AUDIT, ADDITIONAL PAYMENTS ARE OWED BY EITHER PARTY TO THE OTHER UNDER THIS
AGREEMENT, THE PARTY DUE TO MAKE A PAYMENT WILL MAKE SUCH ADDITIONAL PAYMENTS,
WITH INTEREST AS SET FORTH IN SECTION 6.6, WITHIN 30 DAYS AFTER THE DATE ON
WHICH SUCH ACCOUNTING FIRM'S WRITTEN REPORT IS DELIVERED TO SUCH PARTY.
6.8.4 CONFIDENTIALITY.
ISIS WILL TREAT THE FINANCIAL INFORMATION REPORTED TO IT
UNDER