Example ContractsClausesFinancial Records; Financial Audits
Financial Records; Financial Audits
Financial Records; Financial Audits contract clause examples

Financial Records and Audits. During the Term and for ​ years thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than ​. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within ​ days after the accountant’s report, plus interest (as set forth in [Section 9.6]) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than ​ of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records; Financial Audits. Each Party shall, and shall cause its Affiliates to, keep complete and accurate books and records pertaining to # with respect to Sunovion, the Co-Promotion Expenses, and CPC Approved Expenses, in each case, incurred by or on behalf of Sunovion, and # with respect Urovant, Net Sales, Co-Promotion Payments, Co-Promotion Expenses, and CPC Approved Expenses, in each case, made or incurred by or on behalf of Urovant. Such books and records shall be retained by such Party and its Affiliates until the later of # [* * *] after the end of the period to which such books and records pertain, and # 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.

Financial Records; Financial Audits. Sunovion will keep reasonable financial records relating to its performance of the Services for a period of three (3) years after the end of performing such Services. Urovant, or its independent auditors or representatives, may, during normal business hours, and upon reasonable notice, review and inspect Sunovion’s financial records of the Service Charges paid by Urovant and Pass-Through Expenses invoiced to Urovant for the purpose of determining if invoices submitted by Sunovion reflect the financial terms agreed to under this Agreement. Urovant or its representatives may conduct such financial audit no more than one time per calendar year during the Term and for a period of twelve (12) months thereafter. Urovant shall be responsible for the cost of any such audit, except that, if the auditor determines that Urovant has overpaid any amounts owed to Sunovion hereunder by five percent (5%) or more, Sunovion shall pay the costs and expenses of such audit, and any overpaid amounts that are discovered, together with reasonable interest on such overpaid amounts. The results of such audit shall be final and binding, absent manifest error.

Financial Records and Audits. Ji Xing shall (and shall ensure that its Affiliates and sublicensees will) maintain complete and accurate records in accordance with GAAP and in sufficient detail for ​ from the creation of such individual records to permit [[Cytokinetics:Organization]] to confirm the accuracy of Net Sales reported by Ji Xing and amounts payable under this Agreement. Upon no less than ​ prior notice, such records shall be open for examination, during regular business hours, for a period of ​ from the creation of individual records, and not more often than once each Calendar Year, by an independent certified public accountant selected by [[Cytokinetics:Organization]] and reasonably acceptable to Ji Xing, for the sole purpose of verifying for [[Cytokinetics:Organization]] the accuracy of the Net Sales and royalty reports provided by Ji Xing under this Agreement. Any such auditor shall not disclose Ji Xing’s or its Affiliates’ or sublicensees’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of Net Sales reported by Ji Xing and amounts payable under this Agreement. [[Cytokinetics:Organization]] shall bear the cost of such audit ​. Ji Xing shall pay to [[Cytokinetics:Organization]] any undisputed underpayment discovered by such audit within ​ after the accountant’s report, plus interest (as set forth in [Section 9.6]) from the original due date. Any overpayment by Ji Xing revealed by an audit shall be fully-creditable against future payment owed by Ji Xing to [[Cytokinetics:Organization]] (and if no further payments are due, shall be refunded by [[Cytokinetics:Organization]] at the request of Ji Xing). Ji Xing shall include in each relevant sublicense granted by it a provision requiring the sublicensee to maintain records of sales of the Product made pursuant to such sublicense and to grant access to such records to the same extent and under the same obligations as required of Ji Xing under this Agreement.

Financial Records and Audits. Bausch Health shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in accordance with GAAP and in sufficient detail to confirm the accuracy of Net Sales and royalty payments due under this Agreement. Bausch Health shall (and shall ensure that its Affiliates and Sublicensees will) maintain such records for a period of ​. Upon prior notice and not more often than once each Calendar Year and in the Calendar Year immediately following expiration or termination of this Agreement, Bausch Health shall permit an independent certified public accountant selected by Clearside or Emory and reasonably acceptable to Bausch Health to examine such records during regular business hours for the sole purpose of verifying for Clearside the accuracy of the Net Sales and royalty reports provided by Bausch Health under this Agreement. Clearside shall bear the cost of such audit unless such audit reveals an underpayment by Bausch Health of more than ​ of the amount actually due for the time period being audited, in which case Bausch Health shall reimburse Clearside for the costs of such audit. Bausch Health shall pay to Clearside any underpayment discovered by such audit within ​ after the accountant’s report (subject to the

Financial Records and Audits. During the Term and for ​ years thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall

Financial Records and Audits. During the Term and for ​ thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than ​. Such auditor shall not disclose the Examined Party’s

Financial Records and Audits. During the Term and for ​ thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than ​. Such auditor shall not disclose the Examined Party’s

Financial Records. Coya shall, and shall cause its Affiliates to, keep full, clear, and accurate records pertaining to Net Sales and Sublicensing Income for a minimum period of three years after the relevant payment is owed pursuant to this Agreement, in sufficient detail to enable royalties and compensation payable to ARScience Bio hereunder to be calculated and verified.

Financial Records and Audits. Ji Xing shall (and shall ensure that its Affiliates and sublicensees will) maintain complete and accurate records in accordance with GAAP and in sufficient detail for ​ from the creation of such individual records to permit [[Cytokinetics:Organization]] to confirm the accuracy of Net Sales reported by Ji Xing and amounts payable under this Agreement. Upon no less than ​ prior notice, such records shall be open for examination, during regular business hours, for a period of ​ from the creation of individual records, and not more often than once each Calendar Year, by an independent certified public accountant selected by [[Cytokinetics:Organization]] and reasonably acceptable to Ji Xing, for the sole purpose of verifying for [[Cytokinetics:Organization]] the accuracy of the Net Sales and royalty reports provided by Ji Xing under this Agreement. Any such auditor shall not disclose Ji Xing’s or its Affiliates’ or sublicensees’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of Net Sales reported by Ji Xing and amounts payable under this Agreement. [[Cytokinetics:Organization]] shall bear the cost of such audit ​. Ji Xing shall pay to [[Cytokinetics:Organization]] any undisputed underpayment discovered by such audit within ​ after the accountant’s report, plus interest (as set forth in Section 9.6) from the original due date. Any overpayment by Ji Xing revealed by an audit shall be fully-creditable against future payment owed by Ji Xing to [[Cytokinetics:Organization]] (and if no further payments are due, shall be refunded by [[Cytokinetics:Organization]] at the request of Ji Xing). Ji Xing shall include in each relevant sublicense granted by it a provision requiring the sublicensee to maintain records of sales of the Product made pursuant to such sublicense and to grant access to such records to the same extent and under the same obligations as required of Ji Xing under this Agreement.

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