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Audits
Audits contract clause examples

Audits. During the Term, but no more than once annually, unless related to a breach of this Agreement, Distributor shall have the right to audit the books and records of Subdistributor in connection with Subdistributor’s obligations and performance under this Agreement. Such audit may be conducted by Distributor and/or a third party auditor. The results of any audit shall be provided to Subdistributor in writing. Any audit will be conducted during regular business hours at Subdistributor’s business location.

Audits. During the Term, but no more than once annually, unless related to a breach of this Agreement, Distributor shall have the right to audit the books and records of Subdistributor in connection with Subdistributor’s obligations and performance under this Agreement. Such audit may be conducted by Distributor and/or a third party auditor. The results of any audit shall be provided to Subdistributor in writing. Any audit will be conducted during regular business hours at Subdistributor’s business location.

Audits. In addition to the right of Institute to examine the books and records and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the calculation of any Milestones and Earned Royalties due to Institute under this Agreement. Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to any such set of records more often than once each year or more than five (5) years after the date of any report to be audited. Institute shall provide Licensee with written notice of its election to inspect and audit the records related to the Earned Royalty due hereunder not less than thirty (30) days prior to the proposed date of review of Licensee’s and, if applicable,

Audits. Each Party may have an independent certified public accountant, reasonably acceptable to the audited Party, have access during normal business hours, and upon reasonable prior written notice, to examine only those records of the audited Party (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years before such Party’s request, the correctness or completeness of any report or payment made under this Agreement. The foregoing right of review may be exercised only once per year and only once with respect to each such periodic report and payment. Reports of the results of any such examination will be (a) limited to details of any discrepancies in the audited Party’s records relating to Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to Article 11. If the audit report concludes that (i) additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 7.7 or (ii) excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, with interest from the date when the original payment was made, in either case ((i) or (ii)), within thirty (30) days after the date on which such audit report is delivered to both Parties. The Party requesting the audit shall bear the full cost of the performance of any such audit, unless such audit, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than five percent (5%) from the amount of the original report, royalty or payment calculation, in which case the audited Party shall bear the full cost of the performance of such audit. The results of such audit will be final, absent manifest error.

Audits. With respect to any facility or site at which Licensee conducts Clinical Trials or other Development activities or Manufacturing activities pursuant to this Agreement, and subject to the terms of any agreement between Licensee and any applicable Third Party Subcontractor with respect to any facility or site of such Third Party Subcontractor, Janssen shall have the right, at its own

MLP shall have the right to audit costs, expenses and fees charged to MLP and other accounting records prepared or maintained by Services Provider under this Agreement.

MLP shall have the right to audit costs, expenses and fees charged to MLP and other accounting records prepared or maintained by Services Provider under this Agreement.

Site Visit. Evoke has conducted a virtual visit and inspection] of the Premises and observed the Eversana standard operating procedures and the standard practices and procedures employed by Eversana thereat. Evoke acknowledges that as of the Effective Date, the Premises, the Eversana standard operating procedures and such observed practices and procedures are acceptable to Evoke with respect to the performance by Eversana of its Services hereunder.

Audits. Upon thirty (30) days prior written notice from the other Party (the “Auditing Party”), the Party required to keep such books and accounts of record as set forth in Section 5.5.5 (as applicable, the “Audited Party”) shall permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Ajinomoto in accordance with Section 5.5.1, Development Costs reports and/or royalty reports submitted by Albireo in accordance with Section 5.4.1 and Section 10.3.1(d). An examination by the Auditing Party under this Section will occur not more than [***] and will be limited to the pertinent books and records for any Year ending not more than [***] before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the royalty reports submitted by Ajinomoto, the Development Costs reports submitted by Albireo, or royalty reports submitted by Albireo are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the reports submitted by the Audited Party resulted in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party. If, as a result of such inaccurate reports, such underpayment to the Auditing Party or such overpayment to the Audited Party [***] of the total amount owed for the Year then being audited, the Audited Party will reimburse the Auditing Party for the reasonable expense incurred by the Auditing Party in connection with the audit. Any information provided by the Audited Party to the accounting firm and the written report of the accounting firm shall be the Confidential Information of the Audited Party.

Audits. Upon [***] prior written notice from Viela, MTPC shall permit Viela or an independent auditor appointed by Viela and reasonably acceptable to MTPC, to inspect and audit MTPC’s relevant books and records during regular office hours of MTPC, at Viela’s costs, as may be reasonably necessary to verify the reports submitted by MTPC in accordance with Section 6.8.1. Such inspection and audit may not be (a) conducted for any Year more than [***] after the end of such Year in which the books and records are generated, (b) conducted more than once in any [***] period, or (c) repeated for any Year. Unless MTPC is not legally permitted to do so, MTPC will cooperate with Viela or the independent auditor and make available all work papers and other information related to this Agreement reasonably requested in connection herewith (subject to written obligations of confidentiality to MTPC). If the audit reveals an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party. If, as a result of such inaccurate reports, such underpayment to Viela exceeds [***] of the total amount payable for the Year then being audited, MTPC will reimburse Viela for the reasonable expense incurred by Viela in connection with the audit.

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