UNDER THE SAME OBLIGATIONS AS REQUIRED OF OMI UNDER THIS
AGREEMENT. OMI WILL ADVISE ISIS IN ADVANCE OF EACH AUDIT OF ANY LICENSEE WITH
RESPECT TO PRODUCT SALES. OMI WILL PROVIDE ISIS WITH A SUMMARY OF THE RESULTS
RECEIVED FROM THE AUDIT AND, IF ISIS SO REQUESTS, A COPY OF THE AUDIT REPORT
WITH RESPECT TO PRODUCT SALES. OMI WILL PAY THE REASONABLE FEES AND EXPENSES
CHARGED BY THE ACCOUNTING FIRM, EXCEPT THAT ISIS WILL PAY FOR ALL ADDITIONAL
SERVICES REQUESTED EXCLUSIVELY BY ISIS FROM OMI'S INDEPENDENT ACCOUNTANT UNLESS
THE AUDIT DISCLOSES THAT THE ADDITIONAL PAYMENTS PAYABLE TO ISIS FOR THE AUDITED
PERIOD DIFFER BY MORE THAN [***]% FROM THE AMOUNT OF THE ROYALTIES OTHERWISE
PAID.
ALL FINANCIAL INFORMATION SUBJECT TO REVIEW UNDER THIS SECTION OR UNDER ANY
LICENSE AGREEMENT WITH A LICENSEE WILL BE OMI CONFIDENTIAL INFORMATION AND WILL
BE TREATED IN ACCORDANCE WITH THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT.
AS A CONDITION PRECEDENT TO ISIS' AUDIT RIGHTS UNDER THIS SECTION, ISIS'
ACCOUNTING FIRM WILL ENTER INTO A CONFIDENTIALITY AGREEMENT WITH OMI OBLIGATING
IT TO TREAT ALL SUCH FINANCIAL INFORMATION IN CONFIDENCE PURSUANT TO SUCH
CONFIDENTIALITY AGREEMENT. ISIS MAY PROVIDE THIRD PARTIES TO WHICH ISIS OWES
PASS THROUGH ROYALTIES ON PRODUCTS INFORMATION IN SUCH AUDIT REPORT THAT ARE
RELEVANT AND REQUIRED TO COMPLY WITH SUCH THIRD PARTY'S AUDIT RIGHTS UNDER THE
APPLICABLE LICENSE AGREEMENT BETWEEN ISIS AND SUCH THIRD PARTY, PROVIDED THAT
SUCH THIRD PARTY AGREES IN WRITING TO KEEP SUCH INFORMATION CONFIDENTIAL UNDER
TERMS NO LESS RESTRICTIVE THAN ISIS' OBLIGATIONS OF CONFIDENTIALITY UNDER THIS
AGREEMENT.
6.12.2 AUDIT BY OMI. OMI SHALL HAVE THE RIGHT TO AUDIT ISIS' BOOKS AND RECORDS,
AND THE RECORDS OF ANY SUCCESSORS HERETO FOR THE PURPOSE OF ACCURATE ACCOUNTING
AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT INCLUDING ITS ACTIVITIES UNDER
THE R&D PLAN. ISIS SHALL MAINTAIN COMPLETE AND ACCURATE RECORDS IN ACCORDANCE
WITH GAAP, WHICH ARE RELEVANT TO COSTS, EXPENSES AND PAYMENTS UNDER THIS
AGREEMENT AND SUCH RECORDS SHALL BE MADE AVAILABLE TO OMI UPON ITS REASONABLE
REQUEST BUT NO MORE THAN [***], DURING REASONABLE BUSINESS HOURS FOR A PERIOD OF
[***] FROM CREATION OF INDIVIDUAL RECORDS, FOR EXAMINATION AT OMI'S EXPENSE BY
AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM SELECTED BY OMI AND ACCEPTABLE
TO ISIS FOR THE SOLE PURPOSE OF VERIFYING THE CORRECTNESS OF CALCULATIONS OR
SUCH COSTS, EXPENSES OR PAYMENTS MADE UNDER THIS AGREEMENT. IN THE ABSENCE OF
MATERIAL DISCREPANCIES (IN EXCESS OF [***] PERCENT ([***]%) IN ANY AUDIT PERIOD
RESULTING FROM SUCH AUDIT, THE ACCOUNTING EXPENSE SHALL BE PAID BY OMI. IF SUCH
MATERIAL DISCREPANCIES DO RESULT, ISIS SHALL BEAR THE REASONABLE AUDIT EXPENSE
AND SHALL PROMPTLY PAY THE AMOUNT OF DISCREPANCY. ALL FINANCIAL INFORMATION
SUBJECT TO REVIEW UNDER THIS SECTION WILL BE ISIS CONFIDENTIAL INFORMATION AND
WILL BE TREATED IN ACCORDANCE WITH THE CONFIDENTIALITY PROVISIONS OF THIS
AGREEMENT.
SECTION
6.13
TAXES.
(A)
OMI WILL MAKE ALL PAYMENTS TO ISIS UNDER THIS AGREEMENT WITHOUT DEDUCTION
OR WITHHOLDING FOR TAXES EXCEPT TO THE EXTENT THAT ANY SUCH DEDUCTION OR
WITHHOLDING IS