SHALL PROVIDE CHIRON COPIES OF ANY TAX RECEIPTS
FOR ANY SUCH TAXES PAID, TOGETHER WITH COPIES OF ALL PERTINENT COMMUNICATIONS
FROM OR WITH GOVERNMENTAL AUTHORITIES WITH RESPECT THERETO.
AT CHIRON'S
REASONABLE REQUEST AND AT CHIRON'S REASONABLE EXPENSE, LICENSEE SHALL REASONABLY
ASSIST CHIRON IN ANY EFFORT BY CHIRON IN CLAIMING ANY EXEMPTION FROM SUCH TAXES
UNDER ANY DOUBLE TAXATION OR SIMILAR AGREEMENT OR TREATY FROM TIME TO TIME IN
FORCE, AND IN MINIMIZING THE AMOUNT REQUIRED TO BE SO WITHHELD.
3.4.
MORE FAVORABLE TERMS.
CHIRON REPRESENTS THAT AS OF THE EFFECTIVE
DATE IT HAS NOT OFFERED TO ANY THIRD PARTY A LICENSE TO THE CHIRON PATENTS AND
LICENSED PROCESSES IN THE RESEARCH AND DEVELOPMENT FIELD TO MAKE, HAVE MADE,
USE, HAVE USED, SELL, HAVE SOLD, IMPORT AND EXPORT IDENTIFIED PRODUCTS ON TERMS
THAT ARE SUBSTANTIALLY MORE FAVORABLE ON THE WHOLE THAN THE TERMS OF THE LICENSE
TO LICENSEE HEREUNDER.
4.
STATEMENTS, RECORDS AND INSPECTION
4.1.
STATEMENTS.
ALL MILESTONE AND ROYALTY PAYMENTS MADE TO CHIRON
HEREUNDER SHALL BE ACCOMPANIED BY A WRITTEN STATEMENT SETTING FORTH IN
REASONABLE DETAIL THE CALCULATION THEREOF, INCLUDING, FOR EXAMPLE, IN THE CASE
OF ROYALTY PAYMENTS, THE GROSS AMOUNT BILLED OR INVOICED BY LICENSEE OR AN
AFFILIATE OR COMMERCIAL COLLABORATORS OR ANY OTHER THIRD PARTY FOR THE SALE OR
DISTRIBUTION FOR THE IDENTIFIED PRODUCT, ITEMIZED DEDUCTIONS AGAINST SUCH GROSS
AMOUNT, AND NET SALES ON A COUNTRY-BY COUNTRY BASIS.
SUCH STATEMENT SHALL
CONTAIN REFERENCE TO NET SALES BY TERRITORY IN UNITED STATES DOLLARS, AS
CALCULATED BY THE METHOD IN SECTION 3.2.
4.2.
RECORD KEEPING.
LICENSEE SHALL KEEP AND MAINTAIN, AND SHALL CAUSE
ITS AFFILIATES AND THIRD PARTY BENEFICIARIES TO KEEP AND MAINTAIN, COMPLETE AND
ACCURATE BOOKS OF ACCOUNT AND ADEQUATE RECORDS OF ALL SALES OF IDENTIFIED
PRODUCTS IN SUFFICIENT DETAIL TO PERMIT CHIRON TO CONFIRM THE ACCURACY OF
REPORTED ROYALTIES HEREUNDER, INCLUDING GENERAL ACCOUNTING LEDGERS, INVOICE/SALE
REGISTERS, ORIGINAL INVOICES AND SHIPPING DOCUMENTS, TAX RETURNS, INVENTORY AND
MANUFACTURING RECORDS, SUBLICENSE AND DISTRIBUTOR AGREEMENTS AND PRICE LISTS,
PRODUCT CATALOGS AND OTHER MARKETING MATERIALS, AND SHALL RETAIN SUCH BOOKS AND
RECORDS FOR A PERIOD OF THREE YEARS FROM THE LAST DAY OF THE CALENDAR QUARTER IN
WHICH SUCH SALES WERE MADE.
4.3.
INSPECTION.
CHIRON MAY FROM TIME TO TIME AND AT ANY REASONABLE
TIME, NOT EXCEEDING ONCE EVERY TWELVE (12) MONTHS, AUDIT (EACH SUCH AUDIT, AN
"INSPECTION") THE BOOKS AND RECORDS OF LICENSEE, LICENSEE'S AFFILIATES OR THIRD
PARTY BENEFICIARIES, AS THE CASE MAY BE,
10
AND RECORDS AND BOOKS OF SUBLICENSEES, TO THE EXTENT NECESSARY IN ORDER TO
VERIFY THE ACCURACY OF ANY REPORT OR PAYMENT MADE UNDER THIS AGREEMENT, OR IN
THE CASE OF LICENSEE'S FAILURE TO MAKE REPORTS OR PAY ROYALTIES, TO OBTAIN
INFORMATION AS TO THE ROYALTY PAYABLE FOR ANY SUCH PERIOD, BY LICENSEE TO CHIRON
(WITHIN THE THREE (3) FULL-YEAR PERIOD IMMEDIATELY PRECEDING SUCH AUDIT).
ANY
SUCH AUDIT WILL BE CONDUCTED BY A CERTIFIED PUBLIC ACCOUNTANT SELECTED BY
CHIRON, UNLESS LICENSEE REASONABLY OBJECTS TO SUCH CERTIFIED PUBLIC ACCOUNTANT
("AUDITOR"), ON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS.