6.1.6 FOR SUCH PRICING PERIOD, BIOSITE SHALL PAY SUCH
ADDITIONAL AMOUNTS [***] WITHIN [***] OF THE DATE BECKMAN DELIVERS TO BIOSITE
SUCH ACCOUNTING FIRM'S WRITTEN REPORT SO CONCLUDING.
(D)
IF SUCH ACCOUNTING FIRM CONCLUDES THAT DURING A PRICING PERIOD
COMMENCING AFTER THE FIRST ANNIVERSARY OF THE FIRST COMMERCIAL SALE, BIOSITE
PAID TO BECKMAN AMOUNTS IN EXCESS OF THAT OWING TO BECKMAN DUE TO THE ACTUAL
WORLDWIDE PURCHASE PRICE BEING LESS THAN THE WORLDWIDE PURCHASE PRICE BIOSITE
PROVIDED TO BECKMAN UNDER SECTION 6.1.6 FOR SUCH PRICING PERIOD, FOLLOWING THE
DATE OF SUCH ACCOUNTING FIRM'S WRITTEN REPORT SO CONCLUDING, BIOSITE SHALL HAVE
THE RIGHT TO OFFSET SUCH AMOUNT AGAINST AMOUNTS THEN CURRENTLY DUE BECKMAN
HEREUNDER, OR IF THERE ARE NO SUCH AMOUNTS CURRENTLY DUE AND/OR AFTER SUCH
AMOUNTS CURRENTLY DUE HAVE BEEN FULLY OFFSET, AGAINST FUTURE AMOUNTS DUE BECKMAN
HEREUNDER UNTIL ALL SUCH AMOUNTS DESCRIBED IN SUCH REPORT ARE FULLY OFFSET.
(E)
THE FEES CHARGED BY SUCH ACCOUNTING FIRM SHALL BE PAID BY BECKMAN;
PROVIDED, HOWEVER, IF THE AUDIT DISCLOSES THAT THE AGGREGATE AMOUNTS OWING BY
BIOSITE TO BECKMAN FOR BNP ASSAYS PURCHASED DURING THE APPLICABLE PRICING PERIOD
ARE MORE THAN [***] OF THE AGGREGATE INVOICED AMOUNTS DURING SUCH PERIOD, THEN
BIOSITE SHALL PAY THE REASONABLE FEES AND EXPENSES CHARGED BY SUCH ACCOUNTING
FIRM.
6.4.3
INFORMATION. BECKMAN SHALL TREAT ALL INFORMATION SUBJECT TO REVIEW
UNDER THIS SECTION 6.4 AS CONFIDENTIAL, AND SHALL CAUSE ITS ACCOUNTING FIRM TO
RETAIN ALL SUCH INFORMATION IN CONFIDENCE.
6.5
AUDITS OF FULLY-BURDENED COSTS.
6.5.1
PROCEDURE. UPON THE WRITTEN REQUEST OF A PARTY (THE "PAYOR") AND
NOT MORE THAN ONCE IN EACH CALENDAR YEAR, THE OTHER PARTY (THE "PAYEE") SHALL
PERMIT AN INDEPENDENT CERTIFIED ACCOUNTING FIRM OF NATIONALLY RECOGNIZED
STANDING, SELECTED BY THE PAYOR AND REASONABLY ACCEPTABLE TO THE PAYEE, AT THE
PAYOR'S EXPENSE, TO HAVE ACCESS DURING NORMAL BUSINESS HOURS TO SUCH OF THE
RECORDS OF THE PAYEE AS MAY BE REASONABLY NECESSARY TO VERIFY THE ACCURACY OF
(A) WITH RESPECT TO BIOSITE AS THE PAYEE, THE [***] OF THE BIOSITE MATERIALS
DESCRIBED IN SECTION 3.1, AND (B) WITH RESPECT TO BECKMAN AS PAYEE, THE [***] OF
THE BNP CALIBRATOR AND CONTROLS AS DESCRIBED IN SECTION 6.1.4 FOR ANY YEAR
ENDING NOT MORE THAN
***Confidential Treatment Requested
17
THIRTY-SIX (36) MONTHS PRIOR TO THE DATE OF SUCH REQUEST. THE ACCOUNTING FIRM
SHALL DISCLOSE TO THE PAYOR ONLY WHETHER THE AMOUNTS INVOICED BY THE PAYOR FOR
[***] ARE CORRECT OR NOT AND THE SPECIFIC DETAILS CONCERNING ANY DISCREPANCIES.
NO OTHER INFORMATION SHALL BE SHARED.
6.5.2
RESULTS OF AUDIT. IF SUCH ACCOUNTING FIRM CONCLUDES THAT DURING THE
AUDITED PERIOD THE PAYEE INVOICED THE PAYOR AMOUNTS GREATER THAN THE APPLICABLE
[***], THE PAYEE SHALL REFUND TO THE PAYOR THE DIFFERENCE BETWEEN THE AMOUNTS
ACTUALLY RECEIVED BY PAYEE AND THE APPLICABLE REASONABLE FULLY-BURDENED COST
WITHIN [***] OF THE DATE THE PAYOR DELIVERS TO THE PAYEE SUCH ACCOUNTING FIRM'S
WRITTEN REPORT SO CONCLUDING. THE FEES CHARGED BY SUCH ACCOUNTING FIRM SHALL BE
PAID BY THE PAYOR; PROVIDED, HOWEVER, IF THE