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Common use of Audit and Inspection Clause in Contracts

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant and its Affiliates shall keep complete and accurate books and records relating to the procurement, manufacture, Sale and other disposal of Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession of the records and books of Registrant or its Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips shall have the right to inspect the books and records of Registrant and its Affiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice of such inspection at least 14 days prior to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expiration.

Appears in 2 contracts

Samples: Patent Registration Agreement, Wireless Power Patent Registration Agreement

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates and Sublicensees shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates and Sublicensees that are deemed necessary by the other party to report on Net Sales of Product for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the other party’s annual audit of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be conducted used only for the purpose of verifying royalty statements or compliance with this Agreement shall be treated as EVOTEC and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or reimburse the auditor may require, including copies of any document, book or record that other party for the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect amount of the period to which the inspection relates, or (ii) overpayment. If the audit establishes any discrepancy or error exceeding 5% (five percent) of reveals an underpayment, the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit parties shall be without prejudice to Registrant’s obligation to promptly make up such underpayment. If the audit reveals that the royalties owed by one party for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), the other party shall, in addition, pay the reasonable costs of such underpayment and additional audit work. The failure of one party to request verification of any claim or remedy Philips may royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reporting. * Portions of this document marked with **** have under this Agreement or under applicable law. Failure by Registrant or its Affiliates been omitted pursuant to promptly co‐operate a request for confidential treatment submitted with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 2 contracts

Samples: License Agreement (Evotec AG), License Agreement (Evotec AG)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates Affiliates, sub-licensees and marketing partner, if any, shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by the other party to report on Net Sales of Product for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the other party’s annual audit of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be conducted used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all such assistance in connection reimburse the other party for the amount of *Portions of this document marked with such inspection as Philips or the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers **** have been omitted pursuant to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance request for confidential treatment submitted with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 2 contracts

Samples: License Agreement (Evotec AG), License Agreement (Evotec AG)

Audit and Inspection. To enable verification of At any time during normal business hours and upon not less than thirty (30) days prior written notice, the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Company shall make available to the City (and its Affiliates shall keep complete and accurate agents who sign appropriate non-disclosure agreements with Company) the Project books and records relating reasonably sufficient to document the Company’s performance under this Agreement which are in the possession or control of the Company, including, but not limited to, records evidencing employment at the Project Site. The City may review and audit such books and records, and any such and any such review and audit must: (i) not be unreasonably disruptive to the procurementCompany’s business and take place at a mutually agreed time during the Company’s normal business hours; (ii) not occur more than once during any 12-consecutive month period; (iii) be completed within thirty (30) days from commencement; and (iv) not be engaged with a contingent- fee structure. In the event the examination reveals a deficiency or discrepancy, manufacturethe Parties will cooperate in good faith to address and resolve such deficiency or discrepancy. The City will be solely responsible for its own costs of any audit it conducts. Information, Sale documents and other disposal materials that do not constitute public records under the State’s public records laws or may be exempted from disclosure under the State’s public records laws reviewed or learned by the City in connection with any such audit shall be treated as confidential information of Scope Products the Company and Exempt Products, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal City agree to maintain the confidentiality of such Scope Products information to the maximum extent permitted by applicable law and Exempt Productswill immediately notify the Company of any request for information about this Agreement or any other information about the Company. If competent authorities take possession of Information, documents and materials provided by the Company that constitute public records and books of Registrant or its Affiliates for tax investigation purposes or otherwise, Registrant under the State’s public record’s laws shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection be treated in accordance with State law. Notwithstanding the foregoing or any other provision of this Clause 2.10. Philips shall have Agreement, under this Agreement, the right Company will not be required to inspect disclose, permit the books and records inspection of Registrant and its Affiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice of such inspection at least 14 days prior to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips examination of, or the auditor may requirediscuss, including copies of any document, book information or record other matter that the auditor considers necessary is subject to perform the auditattorney-client or similar privilege, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy employee privacy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationconstitutes attorney work product.

Appears in 2 contracts

Samples: Development Agreement, Development Agreement

Audit and Inspection. To enable verification Xxxx shall have the right, through an independent certified public accountant (provided that such independent certified public accountant is not compensated on a contingency basis), subject to execution of a written non-disclosure agreement with CryoTherm in form and content satisfactory to CryoTherm in its reasonable discretion, to inspect the Royalty Reporting Formsoffices, as well as any files, books of account and other use of Release Patentsrecords, Registrant and its Affiliates shall keep complete and accurate books and records relating exclusively to the procurementsubject matter of this Agreement, manufacture, Sale for the purpose of verifying and other disposal of Scope Products auditing the reports and Exempt Products, and shall keep these books and records available for a period of 5 years following royalties due to Xxxx by the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt ProductsCryoTherm under this Agreement. If competent authorities take possession of the records and books of Registrant or its Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips CryoTherm shall have the right to inspect the books and records of Registrant and its Affiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patentshave a representative present at all such inspections. Any Xxxx warrants that all such inspection shall take place no more than once per year and audits shall be conducted by carried out in a manner calculated not to unreasonably interfere with the CryoTherm's conduct of business. Further, as a condition to such audit, such certified public auditor appointed by Philipsaccountant shall agree in writing to comply with all of CryoTherm's safety and security requirements during any visits to CryoTherm's facilities. Philips shall give Registrant written notice The cost of such inspection at least 14 days prior to inspection, examination or audit shall be borne by Xxxx, unless such inspection, examination or audit reflects a discrepancy in favor of Xxxx of five percent (5%) or more in the inspectionroyalty payments reported due by CryoTherm and the actual royalty payments due under this Agreement and such amounts are verified by an independent auditor, as provided herein. Registrant and its Affiliates In the event of any such discrepancy, as reasonably claimed by Xxxx, the CryoTherm shall promptly co‐operate engage an independent auditor to certify the amounts in question. If the discrepancy is verified, CryoTherm shall within thirty (30) days pay the unremitted royalty payments due to Xxxx and provide reimburse Xxxx for all such assistance of his out-of-pocket costs, including the cost of outside accountants, incurred in connection with such inspection as Philips or the auditor may requireinspections, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment examinations and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationaudits.

Appears in 2 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement (Encore Clean Energy Inc)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates and Sublicensees shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates and Sublicensees that are deemed necessary by the other party to report on Net Sales of Products for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the second quarter of fiscal year of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement and shall be conducted treated as EVOTEC and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all reimburse the other party for the amount of the overpayment. If the audit reveals an underpayment, the parties shall promptly make up such assistance in connection with such inspection as Philips or underpayment. If the auditor may require, including copies of any document, book or record audit reveals that the auditor considers necessary to perform royalties owed by one party for the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except countries specifically requested and for any calendar year in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement total have been understated by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding more than 5% (five percent) five), the other party shall, in addition, pay the reasonable costs of such additional audit work. The failure of one party to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the quantity royalty reporting. “* Portions of Scope Products this document marked with **** have been omitted pursuant to a request for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate confidential treatment submitted with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 1 contract

Samples: Collaborative Discovery and Development Agreement (Evotec AG)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates and Sublicensees shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates and Sublicensees that are deemed necessary by the other party to report on Net Sales of Product for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the other party’s annual audit of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be conducted used only for the purpose of verifying royalty statements or compliance with this Agreement shall be treated as EVOTEC and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or reimburse the auditor may require, including copies of any document, book or record that other party for the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect amount of the period to which the inspection relates, or (ii) overpayment. If the audit establishes any discrepancy or error exceeding 5% (five percent) of reveals an underpayment, the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit parties shall be without prejudice to Registrant’s obligation to promptly make up such underpayment. If the audit reveals that the royalties owed by one party for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), the other party shall, in addition, pay the reasonable costs of such underpayment and additional audit work. The failure of one party to request verification of any claim or remedy Philips may royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reporting. ”* Portions of this document marked with **** have under this Agreement or under applicable law. Failure by Registrant or its Affiliates been omitted pursuant to promptly co‐operate a request for confidential treatment submitted with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 1 contract

Samples: License Agreement (Evotec AG)

Audit and Inspection. Maintain records: To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Licensee and its Affiliates shall keep complete and accurate books and records relating to the procurement, manufacture, procurement and inventory of components for the manufacture of Licensee’s TVs and/or STBs and the Sale and other disposal of Scope Products and Exempt Products, all Licensee’s TVs and/or STBs and shall keep these books and records available for a period of 5 years following the procurement, manufacture, manufacture or Sale or other disposal of such Scope Products and Exempt ProductsTVs. If In the event that competent authorities take possession of the records and books of Registrant Licensee or its Affiliates for tax investigation purposes or otherwise, Registrant Licensee shall ensure that a complete set of photocopies or electronic copies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.103. Audit rights: Philips shall have the right to have a CPA inspect the books and records of Registrant Licensee and its Affiliates from time to time to verify the completeness and accuracy of the Royalty Reporting Forms or other use of Release PatentsForms. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor CPA appointed by Philips. The inspection shall be conducted at Philips’ own expense, except in case the audit establishes any discrepancy or error exceeding 3% (three percent) of the royalties actually due. Inspection preparation: Philips shall give Registrant Licensee written notice of such inspection at least 14 days prior to the inspection. Registrant Actual Inspection: Licensee and its Affiliates shall promptly willingly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor CPA may require, including copies by providing an electronic copy of the records and access to any document, book record or record that IT system the auditor CPA considers necessary to perform the audit, irrespective verification of whether such document refers the completeness and accuracy of the reporting by Licensee. The CPA will regularly report to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in employee on the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect progress of the period inspection and may provide the Philips’ employee with information that is reasonably required to which enable the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable lawcompleted in a timely matter. Failure by Registrant Licensee or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 3 shall constitute a material breach of this Agreement and, in the event of such failure Registrant failure, Licensee shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out Agreement in this accordance with Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expiration6.2.

Appears in 1 contract

Samples: Patent License Agreement

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant ENS and its Affiliates Affiliates, sub-licensees and marketing partner, if any, shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurement, manufacture, Sale and other disposal of Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt ProductsROCHE. If competent authorities take possession of the records and Such books of Registrant accounts shall be kept at their principal place of business. ROCHE or its Affiliates for tax investigation purposes authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or otherwiseits independent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant ENS and its Affiliates Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time ROCHE, such audit shall be conducted as an additional audit work during the ENS’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as to time not unnecessarily interfere with ENS’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, “* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” data, documents and abstracts herein referred to shall be conducted used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, ROCHE shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or reimburse ENS for the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect amount of the period to which the inspection relates, or (ii) overpayment. If the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit reveals an underpayment, ENS shall be without prejudice to Registrant’s obligation to promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for such underpayment the countries specifically requested and to for any claim or remedy Philips may calendar year in total have under this Agreement or under applicable law. Failure been understated by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement andmore than 10% (ten), ENS shall, in addition, pay the event reasonable costs of such additional audit work. The failure Registrant shall of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be liable for the cost maintained will be deemed to be acceptance of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationroyalty reporting.

Appears in 1 contract

Samples: License Agreement (Evotec AG)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates Affiliates, sub-licensees and marketing partner, if any, shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by the other party to report on Net Sales of Product for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the other party’s annual audit of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be conducted used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all such assistance in connection reimburse the other party for the amount of “*Portions of this document marked with such inspection as Philips or the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers **** have been omitted pursuant to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance request for confidential treatment submitted with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 1 contract

Samples: License Agreement (Evotec AG)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Licensee and its Affiliates shall keep complete and accurate books and records relating to the procurement, manufacture, procurement and inventory of components for the manufacture of all Licensee’s UMTS/LTE Terminals and the Sale and other disposal of Scope Products and Exempt Products, all Licensee’s UMTS/LTE Terminals and shall keep these books and records available for a period of 5 years following the procurement, manufacture, manufacture or Sale or other disposal of such Scope Products and Exempt ProductsUMTS/LTE Terminals. If In the event that competent authorities take possession of the records and books of Registrant Licensee or its Affiliates for tax investigation purposes or otherwise, Registrant Licensee shall ensure that a complete set of photocopies or electronic copies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.103. Philips shall have the right to have a certified public auditor inspect the books and records of Registrant Licensee and its Affiliates from time to time to verify the completeness and accuracy of the Royalty Reporting Forms or other use of Release PatentsForms. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips, associated with a recognized accounting firm. The inspection conducted by such firm may be managed and supervised by an employee of Philips. Philips shall give Registrant Licensee written notice of such inspection at least 14 days prior to the inspection. Registrant Licensee and its Affiliates shall promptly willingly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including copies by providing an electronic copy of the records and access to any document, book record or record that IT system the auditor considers necessary to perform the audit, irrespective verification of whether such document refers to a Scope Productthe completeness and accuracy of the reporting by Licensee. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) case the audit establishes any discrepancy or error exceeding 53% (five three percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant Licensee to bear the cost of the audit shall be without prejudice to RegistrantLicensee’s obligation to promptly make up for such underpayment and to any other claim or remedy as Philips may have under this Agreement or under the applicable law. Failure by Registrant Licensee or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 3 shall constitute a material breach of this Agreement and, in the event of such failure Registrant failure, Licensee shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expiration.

Appears in 1 contract

Samples: Umts/Lte Terminal Patent License Agreement

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant Either party and its Affiliates and Sublicensees shall keep complete keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and records relating Adjusted Gross Sales and calculating all royalties payable to the procurementother party. Such books of accounts shall be kept at their principal place of business. Each party or its authorized independent public accountant has the right to engage, manufactureat its own expense, Sale and other disposal an independent public accountant of Scope Products and Exempt Productsinternational reputation to perform, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession on behalf of the records and books of Registrant requesting party or its Affiliates for tax investigation purposes or otherwiseindependent public accountant, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection an audit, conducted in accordance with this Clause 2.10. Philips shall have the right to inspect the international accounting and auditing standards (IAAS), of such books and records of Registrant the other party and its Affiliates and Sublicensees that are deemed necessary by the other party to report on Net Sales of Products for the period or periods requested by the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from time the requesting party, such audit shall be conducted as an additional audit work during the second quarter of fiscal year of the countries specifically requested by the requesting party, during regular business hours in such a manner as to time not unnecessarily interfere with the other party’s normal business activities, and shall be limited to verify results in the Royalty Reporting Forms or other use of Release Patentstwo (2) full calendar years prior to audit notification. Any such inspection Such audit shall take place no not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement and shall be conducted treated as EVOTEC and ROCHE Confidential Information. Audit results shall be shared by a certified public auditor appointed by Philipsand be binding upon the parties. Philips shall give Registrant written notice of such inspection at least 14 days prior to If the inspection. Registrant and its Affiliates audit reveals an overpayment, one party shall promptly co‐operate and provide all reimburse the other party for the amount of the overpayment. If the audit reveals an underpayment, the parties shall promptly make up such assistance in connection with such inspection as Philips or underpayment. If the auditor may require, including copies of any document, book or record audit reveals that the auditor considers necessary to perform royalties owed by one party for the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except countries specifically requested and for any calendar year in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement total have been understated by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding more than 5% (five percent) five), the other party shall, in addition, pay the reasonable costs of such additional audit work. The failure of one party to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the quantity royalty reporting. * Portions of Scope Products this document marked with **** have been omitted pursuant to a request for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate confidential treatment submitted with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expirationSEC.

Appears in 1 contract

Samples: Collaborative Discovery and Development Agreement (Evotec AG)

Audit and Inspection. To enable verification During the term of this Agreement, upon reasonable prior notice and during normal business hours and no more frequently than once a year, TMC shall be entitled to audit and inspect at its cost those relevant records and facilities which are maintained by Nycomed in direct connection with its performance under this Agreement. For a period of three (3) years next following each calendar year, Nycomed shall keep, and shall cause each of its Affiliates involved with distribution of the Royalty Reporting FormsProduct and each Distributor to keep, as well as any other use of Release Patentsfull, Registrant and its Affiliates shall keep complete true, and accurate books and records relating containing all particulars relevant to the procurement, manufacture, Sale and other disposal of Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession sales of the records Product during such year in sufficient detail to enable TMC to verify the amounts payable by Nycomed to TMC hereunder. TMC and books of Registrant or its Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips licensors shall have the right right, not more than once during any calendar year, to inspect have the books and records of Registrant Nycomed related to the sales of Product audited by a qualified nationally-recognized, independent accounting firm of TMC's choosing, during normal business hours upon reasonable notice, for the sole purpose of verifying the accuracy of the amounts paid by Nycomed to TMC hereunder. In the event that an audit shows that Nycomed has underpaid TMC by five percent (5%) or more, then Nycomed shall pay for all costs of such audit, otherwise the costs of such audit shall be borne by TMC. In all cases, Nycomed shall pay to TMC any underpaid compensation promptly and its Affiliates from time with interest annualized at the prime rate then in effect at Citibank N.A., plus two percent (2%), and TMC shall promptly pay to time Nycomed any overpaid compensation. All information and data reviewed in any audit conducted under this Article 23 shall be used only for the purpose of verifying the amounts due to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year TMC under this Agreement and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice treated as Confidential Information of such inspection at least 14 days prior Nycomed subject to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach terms of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expiration.

Appears in 1 contract

Samples: Sales, Marketing and Distribution Agreement (Medicines Co/ Ma)

Audit and Inspection. To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant and its Affiliates shall keep complete and accurate books and records relating to the procurement, manufacture, Sale and other disposal of Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the procurement, manufacture, or Sale or other disposal of such Scope Products and Exempt Products. If competent authorities take possession of the records and books of Registrant or its Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips shall have the right to inspect the books and records of Registrant and its Affiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice of such inspection at least 14 days prior to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and to any other claim or remedy as Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, in the event of such failure Registrant shall be liable for the cost of the inspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Philips’ right of inspection as set out in this Clause 2.10 shall survive termination or expiration of this Agreement for a period of 5 years following the date of termination or expiration.

Appears in 1 contract

Samples: Patent Registration Agreement