Example ContractsClausesRecords; Audit Rights
Records; Audit Rights
Records; Audit Rights contract clause examples
Previous results

Records and Audit Rights. Sana shall, and shall cause its Affiliates and Sublicensees to, maintain complete and accurate records in sufficient detail to permit Beam to confirm the accuracy of the amount of research and other costs to be reimbursed, achievement of milestones, royalties and other amounts payable under this Agreement for the then current Calendar Year, and during the preceding ​ Calendar Years. Upon reasonable prior notice, which shall be no less than upon ​ days prior written notice, such records shall be open during regular business hours for a period of ​ years from the creation of individual records for examination by an independent certified public accountant selected by Beam and reasonably acceptable to Sana for the sole purpose of verifying for Beam the basis and accuracy of the financial reports furnished by Sana pursuant to this Agreement or of any payments made, or required to be made, by or to the audited party pursuant to this Agreement; provided however, that records for a particular period may only be audited ​. Such audits may occur no more often than ​ each Calendar Year. Such auditor shall enter into a confidentiality agreement between the auditor and Beam and not disclose the audited party’s Confidential Information to Beam. Any undisputed amounts shown to be owed but unpaid, or overpaid and in need of refund, shall be paid or refunded (as the case may be) within ​ days after the accountant’s report, plus interest (as set forth in Section 8.10) from the original due date. Beam shall bear the full cost of such audit unless such audit reveals an underpayment by more than ​ of the amount due for the entire period being audited, in which case Sana shall reimburse Beam for the reasonable costs for such audit.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and other costs to be reimbursed, achievement of milestones, royalties and other amounts payable under this Agreement for the then current Calendar Year, and during the preceding ​ Calendar Years. Upon reasonable prior notice, which shall be no less than upon ​ days prior written notice, such records shall be open during regular business hours for a period of ​ years from the creation of individual records for examination by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Books and Records; Audit Rights. TransTech shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by [Sections 4.1 and 4.2]. Novo shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Novo and reasonably acceptable to TransTech, review any such records of TransTech in the location(s) where TransTech maintains such records upon reasonable notice (which shall be no less than fourteen (14) days prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under [Sections 4.1 and 4.2] within the twenty-four (24) month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by TransTech during such period is accurate or inaccurate and the actual amounts of Net Sales and royalties due for such period. TransTech shall receive a copy of each such report concurrently with receipt by Novo. Should such inspection lead to the discovery of a discrepancy to Novo’s detriment, TransTech shall pay within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy. Novo shall pay the full cost of the review unless the discrepancy is greater than ten percent (10%) to Novo’s detriment, in which case TransTech shall pay the reasonable cost charged by such accounting firm for such review.

Landlord's Records; Tenant Audit Rights. Upon Tenant's written request given not more than 60 days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Direct

Books and Records; Audit Rights. Newsoara shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by [Sections 6.4 and 6.5]5] in accordance with International Financial Reporting Standards (IFRS). vTv shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by vTv and reasonably acceptable to Newsoara, review any such records of Newsoara in the location(s) where such records are maintained by Newsoara upon reasonable notice (which shall be no less than ​ days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under [Sections 6.4 and 6.5]5] within the ​ month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Newsoara during such period is accurate or inaccurate and the actual amounts of Net Sales, and sales milestones and royalties due, for such period. Newsoara shall receive a copy of each such report concurrently with receipt by vTv. Should such inspection lead to the discovery of a discrepancy to vTv’s detriment, Newsoara shall # pay to vTv within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the underpayment plus # pay to vTv interest calculated in accordance with [Section 6.11], provided that, for the purposes of this clause (ii), the underpayment exceeds ​ of the total payment owed. vTv shall pay the full cost of the review unless the underpayment of sales milestones or royalties is greater than ​ of the amount due for any applicable Calendar Year, in which case Newsoara shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Newsoara revealed by an examination shall be fully creditable against future Payments.

HFB will have the right to engage, at its own cost and expense, subject to this [Section 8.7] (Books and Records; Audit Rights), an independent nationally recognized public accounting firm in the United States chosen by HFB and reasonably acceptable to [[FibroGen:Organization]] (which accounting firm will not be the external auditor of HFB, will not have been hired or paid on a contingency basis, and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of [[FibroGen:Organization]] for the purposes of confirming [[FibroGen:Organization]]’s compliance with the payment provisions of this Agreement.

Books and Records; Audit Rights. Huadong shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Adjusted Net Sales and payments required by [Sections 6.4 and 6.5]5] in accordance with [[Address A:Address]] GAAP and the internal policies and procedures of Huadong; provided, that at vTv’s reasonable request and at vTv’s sole cost and expense, Huadong shall prepare a conversion of the records in accordance with the International Financial Reporting Standards (IFRS). vTv shall have the right, once annually at its own cost and expense, to have an independent, certified public accounting firm, selected by vTv and approved by Huadong in its reasonable discretion, review any such records of Huadong in the location(s) where such records are maintained by Huadong upon reasonable notice (which shall be no less than ​days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under [Sections 6.4 and 6.5]5] within the ​ month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Huadong during such period is accurate or inaccurate and the actual amounts of Net Sales, and sales milestones and royalties due, for such period. Huadong shall receive a copy of each such report concurrently with receipt by vTv (“First Audit”). Should such inspection lead to the discovery of a discrepancy to vTv’s detriment, and only to the extent that Huadong agrees with and accepts such conclusion under the First Audit, Huadong shall pay within ​ Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with [Section 6.11]. If Huadong does not agree with the conclusion of such report, vTv shall engage another accounting firm, selected by Huadong and approved by vTv in its reasonable discretion, at Huadong’s expense to conduct the audit in accordance with [Section 6.7] (“Second Audit”). If the conclusion of the First Audit is consistent with the conclusion of the Second Audit, Huadong shall pay within ​ Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with [Section 6.11]. If the conclusion of the First Audit is not consistent with the conclusion of the Second Audit, the matter shall be referred to arbitration in accordance with [Section 12.2(b)]. vTv shall pay the full cost of the review unless the underpayment of sales milestones or royalties is greater than ​ of the amount due for any applicable Calendar Year, in which case Huadong shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Huadong revealed by an examination shall be fully creditable against future Payments.

KU and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Alkermes hereunder. Such books of account shall be kept at KU’s principal place of business or the principal place of business of the appropriate Affiliate of KU to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for two (2) years after its termination, to the inspection of a firm of certified public accountants selected by Alkermes and reasonably acceptable to KU, for the limited purpose of verifying KU’s royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by Alkermes. In the event that any such inspection reveals a deficiency (in accordance with U.S. GAAP) in excess of ​ of the reported royalty for the period covered by the inspection, KU shall promptly pay Alkermes the deficiency, plus interest, and shall reimburse Alkermes for the fees and expenses paid to such accountants in connection with their inspection. The parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding three (3) Years.

Records and Audit. Ginkgo will maintain accurate and complete books, records and accounts pertaining to the Technical Services Charges for a period of ​ following the termination of this TSA. Upon the written request of Customer and not more than ​, Ginkgo will permit an independent certified public accounting firm of nationally recognized standing selected by Customer and reasonably acceptable to Ginkgo to have access to such records of Ginkgo as may be reasonably necessary to verify the Technical Services Charges charged by Ginkgo to Customer and the draw-down from the Prepayment for such Calendar Year. Such audit right with respect to any Calendar Year will terminate ​ after the end of such Calendar Year. Audits under this Section 8.4 will be conducted at Ginkgo’s principal place of business upon at least ​ prior written notice and during normal business hours, and will be for the sole purpose of verifying the calculation of the Technical Services Charges incurred, the portion of Technical Services Charges paid in cash by Customer, and the portion of Technical Services Charges drawn-down from the Prepayment under this TSA. All information and data reviewed in any audit conducted under this Section 8.4 will be treated as Confidential Information of Ginkgo subject to the terms of this TSA. Customer will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Ginkgo. The accounting firm will disclose to Customer only whether the calculation of the Technical Services Charges incurred, the cash portion of the Technical Services Charges, and the drawn-down portion from the Prepayment is correct or incorrect, and the specific details concerning any discrepancies. If the audit demonstrates that any cash payment or drawn-down amount from the Prepayment in payment for Technical Services Charges under this TSA has been misstated, then, in the case of an understatement, Customer will pay the balance to Ginkgo within ​ after the result of the audit has been delivered to the Parties in accordance with the payment mechanism set forth in Section 7, and, in the case of an overstatement, Ginkgo will refund Customer the overpaid amount in the same manner as such payment was initially made to Ginkgo (i.e., as a credit to the balance of the Prepayment or in cash) within ​ after the result of the audit has been delivered to the Parties. Customer will bear the cost of any audit conducted pursuant to this Section 8.4, provided that, in the event such audit reveals an overpayment by ​ percent (​) or more for any audited period, Ginkgo will reimburse such cost to Customer in cash.

Audit Rights. Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee’s standard business hours. Such audit shall be for the purpose of ensuring Licensee’s compliance with its payment obligations hereunder only. Bioeq shall Confidential

Next results

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.