12.9(A) OR ARTICLE
0.
(F)
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, OTHER PAYMENT, ACCOUNTING AND FINANCIAL RIGHTS AND OBLIGATIONS OF THE
PARTIES ARE SET FORTH IN SCHEDULE 2.
SUBJECT TO ARTICLE 2.3(L), ALL DISPUTES
RELATED TO PAYMENT, ACCOUNTING AND FINANCIAL RIGHTS AND OBLIGATIONS OF THE
PARTIES SHALL BE REFERRED TO THE COLLABORATION COMMITTEE, 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].
21
(G)
ALL AMOUNTS DUE FROM ONE PARTY TO THE OTHER
PARTY UNDER THIS AGREEMENT SHALL BE PAID IN DOLLARS BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY THE RECEIVING PARTY.
ANY PAYMENTS OR PORTIONS DUE HEREUNDER THAT ARE NOT PAID ON THE DATE SUCH
PAYMENTS ARE DUE UNDER THIS AGREEMENT SHALL BEAR INTEREST AT A RATE EQUAL TO THE
LESSER OF LIBOR [***]
[CONFIDENTIAL TREATMENT REQUIRED], AND THE MAXIMUM RATE
PERMITTED BY LAW, CALCULATED ON THE NUMBER OF DAYS SUCH PAYMENT IS DELINQUENT,
COMPOUNDED MONTHLY.
FOR THE PURPOSE OF THIS ARTICLE 2.3(G) LIBOR MEANS THE
BRITISH BANKERS' ASSOCIATION INTEREST SETTLEMENT RATE FOR THE RELEVANT CURRENCY
AND PERIOD AS DISPLAYED ON THE APPROPRIATE PAGE OF THE TELERATE SCREEN.
IF THE
TELERATE SCREEN IS REPLACED OR THE SERVICE CEASES TO BE AVAILABLE, THE PARTIES
SHALL AGREE A REASONABLE ALTERNATIVE PAGE OR SERVICE DISPLAYING THE APPROPRIATE
RATE.
(H)
IF ANY CURRENCY CONVERSION SHALL BE REQUIRED
IN CONNECTION WITH ANY PAYMENT DUE UNDER THIS AGREEMENT, SUCH CONVERSION SHALL
BE MADE BY USING THE EXCHANGE RATE FOR THE PURCHASE OF DOLLARS AS PUBLISHED IN
THE WALL STREET JOURNAL, EASTERN EDITION, ON THE LAST BUSINESS DAY OF THE
CALENDAR QUARTER OR THE CALENDAR MONTH (AS THE CASE MAY BE) TO WHICH SUCH
PAYMENTS RELATE.
(I)
THE PARTIES SHALL MAINTAIN (AND SHALL
ENSURE THAT THEIR AFFILIATES AND RESPECTIVE SUBLICENSEES AND DISTRIBUTORS
MAINTAIN) COMPLETE AND ACCURATE BOOKS, RECORDS, ACCOUNTS AND SUPPORTING DATA
THAT FAIRLY AND ACCURATELY REFLECT THEIR RESPECTIVE NET SALES, GROSS RECEIPTS,
SALES RETURNS AND ALLOWANCES, THE TRANSFER PRICE, DISTRIBUTION COSTS,
DEVELOPMENT COSTS, PATENT COSTS, PRE-MARKETING EXPENSES, MARKETING COSTS, SALES
COSTS, POST-APPROVAL STUDY EXPENSES AND OTHER OUT OF POCKET COSTS AND COGM IN
SUFFICIENT DETAIL TO CONFIRM THE ACCURACY OF ANY PAYMENTS REQUIRED UNDER THIS
AGREEMENT AND IN ACCORDANCE WITH GAAP, WHICH BOOKS, RECORDS, ACCOUNTS AND
SUPPORTING DATA SHALL BE RETAINED BY SUCH PARTY UNTIL THE LATER OF (I) [***]
[CONFIDENTIAL TREATMENT REQUIRED] AFTER THE END OF THE PERIOD TO WHICH SUCH
BOOKS, RECORDS, ACCOUNTS AND SUPPORTING DATA 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.
(J)
EACH PARTY SHALL HAVE THE RIGHT FOR A
PERIOD OF [***]
[CONFIDENTIAL TREATMENT REQUIRED] AFTER RECEIVING OR MAKING
ANY PAYMENT UNDER THIS AGREEMENT FROM OR TO THE OTHER PARTY TO HAVE AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM OF INTERNATIONALLY RECOGNISED
STANDING, REASONABLY ACCEPTABLE TO SUCH OTHER PARTY, HAVE ACCESS DURING NORMAL
BUSINESS HOURS, AND