TO RESTRICTIONS OR PROHIBITIONS IMPOSED BY
NATIONAL OR INTERNATIONAL AUTHORITY, PAYMENTS CANNOT BE MADE AS AFORESAID, THE
PARTIES SHALL CONSULT WITH A VIEW TO FINDING A PROMPT AND ACCEPTABLE SOLUTION.
IF
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SUCH ROYALTIES DUE SYMYX TECH IN ANY COUNTRY CANNOT BE REMITTED TO SYMYX TECH
WITHIN * AFTER THE END OF THE CALENDAR YEAR QUARTER DURING WHICH THEY ARE
EARNED, THEN TDCC OR ITS AFFILIATE SHALL UPON REQUEST OF SYMYX TECH DEPOSIT THE
FULL AMOUNT OF SUCH UNPAID ROYALTIES IN A BANK ACCOUNT IN SUCH COUNTRY IN THE
NAME OF SYMYX TECH, PROVIDED THAT IF, DUE TO RESTRICTIONS OR PROHIBITIONS
IMPOSED BY NATIONAL OR INTERNATIONAL AUTHORITY, TDCC HAS NOT RECEIVED PAYMENT
FOR THE PRODUCTS GENERATING THE ROYALTY PAYMENT OBLIGATION, THE PARTIES SHALL
CONSULT WITH A VIEW TO FINDING A TIMELY AND ACCEPTABLE SOLUTION.
9.4
RECORDS; INSPECTION.
TDCC AND ITS
AFFILIATES AND SYMYX SHALL KEEP COMPLETE, TRUE AND ACCURATE BOOKS OF ACCOUNT AND
RECORDS FOR THE PURPOSE OF DETERMINING THE ROYALTY AMOUNTS (AND REVENUES
RECEIVED FROM SUBLICENSEES) WHICH ARE PAYABLE BY THE PARTY UNDER THIS
AGREEMENT.
SUCH BOOKS AND RECORDS SHALL BE KEPT AT A PRINCIPAL PLACE OF
BUSINESS OF SUCH PARTY, AS THE CASE MAY BE, FOR AT LEAST * FOLLOWING THE END OF
THE CALENDAR YEAR QUARTER TO WHICH THEY PERTAIN.
SUCH RECORDS WILL BE OPEN FOR
INSPECTION DURING SUCH * PERIOD BY A PUBLIC ACCOUNTING FIRM TO WHOM THE PARTY
HAVING THE BOOKS AND RECORDS HAS NO REASONABLE OBJECTION, SOLELY FOR THE PURPOSE
OF VERIFYING ROYALTY REPORTS PROVIDED PURSUANT TO SECTION 9.1.
SUCH INSPECTIONS
MAY BE MADE NO MORE THAN ONCE EACH CALENDAR YEAR, AT REASONABLE TIMES AND ON
REASONABLE NOTICE.
INSPECTIONS CONDUCTED UNDER THIS SECTION 9.4 SHALL BE AT THE
EXPENSE OF PARTY INITIATING THE AUDIT, UNLESS A VARIATION OR ERROR PRODUCING AN
INCREASE IN THE PAYMENT DUE EXCEEDING * OF THE AMOUNT STATED FOR ANY PERIOD
COVERED BY THE INSPECTION IS ESTABLISHED IN THE COURSE OF ANY SUCH INSPECTION,
WHEREUPON ALL REASONABLE COSTS RELATING TO THE INSPECTION FOR SUCH PERIOD AND
ANY UNPAID AMOUNTS THAT ARE DISCOVERED WILL BE PAID PROMPTLY BY THE PARTY
AUDITED TOGETHER WITH INTEREST THEREON FROM THE DATE SUCH PAYMENTS WERE DUE AT
THE LESSER OF (I) * OR (II) THE MAXIMUM RATE PERMITTED BY LAW. THE PUBLIC
ACCOUNTING FIRM EMPLOYEES SHALL SIGN A REASONABLE CONFIDENTIALITY AGREEMENT AS A
CONDITION PRECEDENT TO THEIR INSPECTION, AND SHALL REPORT TO THE PARTY
INITIATING THE AUDIT ONLY THAT INFORMATION WHICH WOULD BE CONTAINED IN A
PROPERLY PREPARED ROYALTY REPORT. THE PARTY INITIATING THE AUDIT SHALL HOLD IN
STRICT CONFIDENCE ALL INFORMATION RECEIVED CONCERNING ROYALTY PAYMENTS AND
REPORTS, AND ALL INFORMATION LEARNED IN THE COURSE OF ANY AUDIT OR INSPECTION,
EXCEPT TO THE EXTENT NECESSARY TO REVEAL SUCH INFORMATION IN ORDER TO ENFORCE
ITS RIGHTS UNDER THIS AGREEMENT OR IF DISCLOSURE IS REQUIRED BY LAW.
9.5
TAX MATTERS.
ALL ROYALTY AMOUNTS AND OTHER
PAYMENTS REQUIRED TO BE PAID TO A PARTY PURSUANT TO THIS AGREEMENT MAY BE PAID
WITH DEDUCTION FOR WITHHOLDING FOR