THE EXCHANGE RATE FOR THE PURCHASE OF U.S. DOLLARS AS PUBLISHED IN THE
WALL STREET JOURNAL, EASTERN EDITION, ON THE LAST BUSINESS DAY OF THE CALENDAR
QUARTER TO WHICH SUCH PAYMENTS RELATE.
IF AT ANY TIME LEGAL RESTRICTIONS
PREVENT THE PROMPT REMITTANCE OF ANY PAYMENTS IN ANY JURISDICTION, ATLANTIC MAY
NOTIFY ISIS AND MAKE SUCH PAYMENTS BY DEPOSITING THE AMOUNT THEREOF IN LOCAL
CURRENCY IN A BANK ACCOUNT OR OTHER DEPOSITORY IN SUCH COUNTRY IN THE NAME OF
ISIS OR ITS DESIGNEE, AND ATLANTIC WILL HAVE NO FURTHER OBLIGATIONS UNDER THIS
AGREEMENT WITH RESPECT THERETO.
ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE MADE
FREE AND CLEAR AND WITHOUT ANY SET OFF, DEDUCTION, WITHHOLDING OR DEFERMENT IN
RESPECT OF ANY TAXES UNLESS REQUIRED BY LAW OR PRACTICE OF ANY RELEVANT
GOVERNMENTAL AUTHORITY.
THE PARTIES SHALL CO-OPERATE TO MINIMIZE ANY DEDUCTION
OR WITHHOLDING IN RELATION TO ANY PAYMENTS PURSUANT TO THIS AGREEMENT.
SECTION 6.8
RECORDS RETENTION; AUDIT.
6.8.1
RECORD RETENTION.
ATLANTIC WILL MAINTAIN (AND WILL ENSURE THAT ITS
AFFILIATES AND SUBLICENSEES WILL MAINTAIN) COMPLETE AND ACCURATE BOOKS, RECORDS
AND ACCOUNTS THAT FAIRLY REFLECT NET SALES WITH RESPECT TO EACH PRODUCT, IN EACH
CASE IN SUFFICIENT DETAIL TO CONFIRM THE ACCURACY OF ANY PAYMENTS REQUIRED
HEREUNDER AND IN ACCORDANCE WITH IFRS, WHICH BOOKS, RECORDS AND ACCOUNTS WILL BE
RETAINED BY ATLANTIC, ITS AFFILIATES OR SUBLICENSEES (AS APPLICABLE) FOR THE
LATER OF (I) 5 YEARS AFTER THE END OF THE PERIOD TO WHICH SUCH BOOKS, RECORDS
AND ACCOUNTS 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.
6.8.2
AUDIT.
ISIS WILL HAVE THE RIGHT TO HAVE AN INDEPENDENT CERTIFIED
PUBLIC ACCOUNTING FIRM OF NATIONALLY RECOGNIZED STANDING, REASONABLY ACCEPTABLE
TO ATLANTIC, HAVE ACCESS DURING NORMAL BUSINESS HOURS, AND UPON REASONABLE PRIOR
WRITTEN NOTICE, TO ATLANTIC'S RECORDS
12
(AND ITS AFFILIATES AND SUBLICENSEES) AS MAY BE REASONABLY NECESSARY TO VERIFY
THE ACCURACY OF NET SALES, SUBLICENSE REVENUE, AS APPLICABLE, FOR ANY CALENDAR
QUARTER OR CALENDAR YEAR ENDING NOT MORE THAN [***] MONTHS PRIOR TO THE DATE OF
SUCH REQUEST; PROVIDED, HOWEVER, THAT ISIS WILL NOT HAVE THE RIGHT TO CONDUCT
MORE THAN ONE SUCH AUDIT IN ANY CALENDAR YEAR EXCEPT AS PROVIDED BELOW.
THE
ACCOUNTING FIRM WILL ENTER INTO APPROPRIATE OBLIGATIONS WITH ATLANTIC TO TREAT
ALL INFORMATION IT RECEIVES DURING ITS INSPECTION AS CONFIDENTIAL.
THE
ACCOUNTING FIRM SHALL DISCLOSE TO ISIS ONLY WHETHER THE REPORTED NET SALES AND
SUBLICENSE REVENUE ARE CORRECT AND DETAILS OF ANY DISCREPANCIES BUT NO OTHER
INFORMATION SHALL BE DISCLOSED TO ISIS.
ISIS WILL BEAR THE COST OF SUCH AUDIT
UNLESS THE AUDIT REVEALS A VARIANCE OF MORE THAN [***]% FROM THE REPORTED
RESULTS, IN WHICH CASE ATLANTIC WILL BEAR THE COST OF THE AUDIT.
6.8.3
PAYMENT OF ADDITIONAL AMOUNTS.
IF, BASED ON THE RESULTS OF SUCH
AUDIT, ADDITIONAL PAYMENTS ARE OWED BY EITHER PARTY TO THE OTHER UNDER THIS
AGREEMENT, THE PARTY DUE TO MAKE A PAYMENT WILL MAKE SUCH ADDITIONAL