UPON REASONABLE PRIOR WRITTEN NOTICE, TO SUCH OF THE BOOKS,
RECORDS, ACCOUNTS AND SUPPORTING DATA OF SUCH OTHER PARTY (AND ITS AFFILIATES
AND THEIR RESPECTIVE SUBLICENSEES AND DISTRIBUTORS) AS MAY BE REASONABLY
NECESSARY TO VERIFY THE ACCURACY OF THAT PAYMENT.
THE AUDITING PARTY SHALL NOT
HAVE THE RIGHT TO CONDUCT MORE THAN [***]
[CONFIDENTIAL TREATMENT REQUIRED]
SUCH AUDIT IN ANY [***]
[CONFIDENTIAL TREATMENT REQUIRED] PERIOD DURING THE
TERM, UNLESS AN EARLIER AUDIT IN SUCH PERIOD REVEALED A MATERIAL INACCURACY IN
THE PAYMENT OR SUCH AUDIT IS REQUIRED BY APPLICABLE LAW.
THE ACCOUNTING FIRM
SHALL DISCLOSE IN WRITING TO EACH PARTY WHETHER SUCH PAYMENTS ARE CORRECT OR
INCORRECT AND THE SPECIFIC DETAILS CONCERNING ANY DISCREPANCIES.
THE AUDITING
PARTY SHALL BEAR
22
THE COST OF SUCH AUDIT UNLESS THE AUDIT REVEALS A VARIANCE IN THE AMOUNT THAT
SHOULD HAVE BEEN PAID OF MORE THAN [***] [CONFIDENTIAL TREATMENT REQUIRED] FOR
THE PERIOD FROM THE EFFECTIVE DATE OR THE DATE OF THE PREVIOUS AUDIT (WHICHEVER
IS LATER) UNTIL THE DATE OF THE AUDIT, IN WHICH CASE THE AUDITED PARTY SHALL
BEAR THE COST OF THE AUDIT.
THE RESULTS OF SUCH AUDIT SHALL BE FINAL, ABSENT
MANIFEST ERROR.
IF, BASED ON THE RESULTS OF ANY SUCH AUDIT, ADDITIONAL PAYMENTS
OR REFUNDS ARE OWED BY A PARTY UNDER THIS AGREEMENT, THAT PARTY SHALL MAKE SUCH
ADDITIONAL PAYMENTS OR REFUNDS, WITH INTEREST FROM THE DATE ORIGINALLY DUE, AS
APPLICABLE, [***] [CONFIDENTIAL TREATMENT REQUIRED] AFTER THE DATE ON WHICH SUCH
ACCOUNTING FIRM'S WRITTEN REPORT IS DELIVERED TO THE PARTIES.
(K)
NO ROYALTIES SHALL BE TAKEN INTO ACCOUNT IN
THE CALCULATION OF OPERATING PROFITS OR LOSSES.
(L)
ANY DISPUTE PERTAINING TO WHETHER ANY
ROYALTIES, OTHER THAN THE [***] [CONFIDENTIAL TREATMENT REQUIRED], ARE PAYABLE
IN RESPECT OF ANY SALE OF AN ANTIBODY PRODUCT SHALL BE DETERMINED BY THE JCT.
IF THE JCT CANNOT RESOLVE ANY SUCH DISPUTE IT SHALL BE REFERRED TO THE
COLLABORATION COMMITTEE FOR RESOLUTION AND IF THE COLLABORATION COMMITTEE IS
UNABLE TO RESOLVE SUCH DISPUTE, THE DISPUTE SHALL BE DECIDED UNDER THE
PROVISIONS OF ARTICLE 15 [***] [CONFIDENTIAL TREATMENT REQUIRED].
2.4
EMPLOYEE OBLIGATIONS
Prior to beginning work relating to any aspect of the subject matter of this
Agreement or being given access to UCB Know-How or ImClone Know-How, each
employee, consultant or agent of ImClone and UCB, respectively, and their
respective Affiliates, sublicensees and Distributors, shall be bound by an
agreement pursuant to which:
(A)
EACH SUCH PERSON (OTHER THAN ADMINISTRATIVE
OR NON-TECHNICAL PERSONNEL) SHALL (BUT IN THE CASE OF A PARTY'S OWN INFORMATION
AND MATERIALS, ONLY TO THE EXTENT SUCH PARTY'S EMPLOYEES, CONSULTANTS OR AGENTS
ARE CONDUCTING ACTIVITIES PURSUANT TO THIS AGREEMENT) BE OBLIGED TO:
(I)
FOLLOW SUCH PARTY'S POLICIES AND
PROCEDURES REGARDING REPORTING ANY INVENTION, DISCOVERY, PROCESS, SOFTWARE
PROGRAM, INFORMATION OR MATERIAL CHARACTERISED, CONCEIVED, DEVELOPED, DERIVED,
DISCOVERED, GENERATED, IDENTIFIED OR OTHERWISE MADE BY SUCH PERSON IN THE COURSE
OF HIS OR HER EMPLOYMENT OR RETAINER WITH SUCH PARTY, INCLUDING ANY INTELLECTUAL
PROPERTY OR PROPRIETARY RIGHT THERETO, THAT FALLS WITHIN JOINT KNOW-HOW, UCB
KNOW-HOW OR