MADE OR
REIMBURSEMENT OR OTHER PAYMENT SUBMITTED DURING SUCH PERIOD IS ACCURATE OR
INACCURATE AND, IF A DISCREPANCY IS IDENTIFIED, SHALL ALSO INDICATE THE AMOUNT
AND IF APPLICABLE, WITH RESPECT TO ANY REPORT, THE NATURE, OF ANY DISCREPANCY,
AND THE CORRECT INFORMATION (WITH RESPECT TO THE APPLICABLE PERIOD).
SUCH
ACCOUNTANT SHALL PROVIDE ARRAY AND AMGEN WITH A COPY OF EACH SUCH REPORT
SIMULTANEOUSLY.
SHOULD THE AUDIT LEAD TO THE DISCOVERY OF A DISCREPANCY: (I) TO
THE AUDITING PARTY'S DETRIMENT, THE AUDITED PARTY SHALL PAY TO THE AUDITING
PARTY THE AMOUNT OF THE DISCREPANCY WITHIN THIRTY (30) DAYS OF THE AUDITED
PARTY'S RECEIPT OF THE REPORT; OR (II) TO THE AUDITED PARTY'S DETRIMENT, THE
AUDITED PARTY MAY, AS APPLICABLE, CREDIT THE AMOUNT OF THE DISCREPANCY AGAINST
FUTURE PAYMENTS PAYABLE TO THE AUDITING PARTY UNDER THIS AGREEMENT, AND IF THERE
ARE NO SUCH PAYMENTS PAYABLE, THEN THE AUDITING PARTY SHALL PAY TO THE AUDITED
PARTY THE AMOUNT OF THE DISCREPANCY WITHIN THIRTY (30) DAYS OF THE AUDITING
PARTY'S RECEIPT OF THE REPORT.
ADDITIONALLY, IN THE EVENT THAT THE DISCREPANCY
IS TO THE AUDITING PARTY'S DETRIMENT AND IS [***] OF THE AMOUNT DUE FOR SUCH
AUDITED PERIOD, THEN THE AUDITED PARTY SHALL PAY OR REIMBURSE THE REASONABLE
COST CHARGED BY SUCH ACCOUNTANT FOR SUCH AUDIT.
ONCE THE AUDITING PARTY HAS
CONDUCTED AN AUDIT PERMITTED BY THIS SECTION 6.10 IN RESPECT OF ANY PERIOD, IT
MAY NOT RE-INSPECT THE AUDITED PARTY'S BOOKS AND RECORDS IN RESPECT OF SUCH
PERIOD, [***].
FOR CLARITY, HOWEVER, IF A DISCREPANCY IS IDENTIFIED BY THE
ACCOUNTANT DURING THE COURSE OF AN AUDIT AND THE PARTIES DO NOT AGREE UPON A
RESOLUTION OF SUCH DISCREPANCY, THEN [***] TO THE EXTENT REASONABLY RELEVANT TO
RESOLVING SUCH DISCREPANCY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
UPON THE EXPIRATION OF [***] FOLLOWING THE END OF ANY CALENDAR YEAR, THE RIGHT
TO AUDIT, THE BOOKS AND RECORDS FOR SUCH CALENDAR YEAR SHALL EXPIRE AND SUCH
PARTY SHALL BE RELEASED FROM ANY LIABILITY OR ACCOUNTABILITY WITH RESPECT TO
PAYMENTS OR FTE WORK PERFORMED AS REFLECTED IN SUCH BOOKS OF SUCH PARTY FOR SUCH
CALENDAR YEAR (INCLUDING, FOR CLARITY, WITH RESPECT TO THE CALCULATION OF
ROYALTIES PAYABLE WITH RESPECT TO EACH SUCH CALENDAR YEAR).
THE PARTIES SHALL
NO LONGER BE REQUIRED TO RETAIN SUCH BOOKS AND RECORDS FOR ANY CALENDAR YEAR
AFTER THE EXPIRATION OF THE [***] CALENDAR YEAR FOLLOWING SUCH CALENDAR YEAR.
6.11
CREDIT AGAINST PAYMENTS FOR THIRD PARTY LICENSE.
6.11.1
RIGHT OF OFFSET; AMOUNT.
IF AMGEN OR ITS SUBLICENSEE BELIEVES THAT IT
IS REASONABLY NECESSARY TO OBTAIN A LICENSE OR SIMILAR RIGHTS TO INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY OR THIRD PARTIES FOR AMGEN OR ITS SUBLICENSEE
TO RESEARCH, DEVELOP, MAKE, HAVE MADE, USE, OFFER FOR SALE, SELL, HAVE SOLD,
IMPORT OR OTHERWISE EXPLOIT A COMPOUND OR PRODUCT ("THIRD PARTY LICENSE(S)"),
THEN AMGEN SHALL HAVE THE RIGHT TO CREDIT [***] OF ANY COMPENSATION (INCLUDING
UP-FRONT PAYMENTS, MILESTONES AND ROYALTIES) ACTUALLY PAID BY AMGEN OR ITS
SUBLICENSEES WITH RESPECT TO SUCH COMPOUND OR PRODUCT UNDER