Each Party shall maintain complete and accurate records in sufficient detail in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of Joint Work Costs, Independent Work Costs, and the Manufacturing Costs to be reimbursed or shared, achievement of sales milestones, and the amount of Transfer Price (including calculation of the ENS and the ANS, actual Net Sales and sales volumes for a given Fiscal Year) and other payments under this Agreement.  Each Party will keep such books and records for at least [ * ] years following the Fiscal Year to which they pertain.  Upon reasonable prior notice, such records may be inspected during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement.  Such audits may occur no more often than once each Fiscal Year and not more frequently than once with respect to records covering any specific period of time.  Each Party shall only be entitled to audit the books and records from the [ * ] Fiscal Years prior to the Fiscal Year in which the audit request is made.  Such auditor shall not disclose the audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement.  Any amounts shown to be owed but unpaid as a result of such audit shall be paid within [ * ] days from the auditor’s report (plus interest on such amounts pursuant to Section 8.2).  Any amounts shown to have been overpaid shall be refunded to the overpaying party within [ * ] days from the auditor’s report.  The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed of more than [ * ] percent ([ * ]%), in which case the audited Party shall bear the full out-of-pocket, external cost of such audit.