Common use of Audit/Inspection Clause in Contracts

Audit/Inspection. (1) AltaRex and its Affiliates shall make available the records referred to in Section 4.5 for the prior five (5) year period on reasonable notice during AltaRex’s normal business hours for inspection by a national firm of chartered accountants or certified public accountants on behalf of Biomira PROVIDED HOWEVER no one will be allowed to inspect any records of AltaRex and its Affiliates without having first signed a confidentiality agreement provided by AltaRex which shall contain only terms which are consistent with industry standards in similar circumstances and which will not restrict the accountants in question from pursuing the inspection rights hereunder and reporting to Biomira. Any such inspection shall be made at the expense of Biomira unless it is determined that Biomira was entitled to receive a sum which varied greater than ten (10%) percent from the amount reported by AltaRex as due and payable to Biomira for the period covered by the inspection, in which case AltaRex shall pay the reasonable costs of such inspection and interest, as provided in Section 4.4. AltaRex and its Affiliates shall cooperate fully with the chartered accountants or certified public accountants conducting the inspection provided for in this Section 4.6. (2) In the event that AltaRex conducts an audit of the records and books of account of a Sublicensee, the audit report shall be provided to Biomira by the chartered accountant or certified public accountant at the same time that such report is provided to AltaRex. In addition, in the event that Biomira believes that it would be appropriate to conduct an audit of the records and books of account of a Sublicensee (other than an Affiliate of AltaRex), Biomira shall notify AltaRex and AltaRex shall promptly use commercially reasonable efforts to cause such audit to be conducted, with the audit report to be provided simultaneously to AltaRex and Biomira. AltaRex shall obtain the written agreement of each Sublicensee to permit the conduct of such audits and the provision of the audit report to Biomira. Biomira agrees to treat each such audit report as Confidential Information of AltaRex.

Audit/Inspection. (1) AltaRex and its Affiliates shall make available the records referred to in Section 4.5 for the prior five (5) year period on reasonable notice during AltaRex’s 's normal business hours for inspection by a national firm of chartered accountants or certified public accountants on behalf of Biomira PROVIDED HOWEVER no one will be allowed to inspect any records of AltaRex and its Affiliates without having first signed a confidentiality agreement provided by AltaRex which shall contain only terms which are consistent with industry standards in similar circumstances and which will not restrict the accountants in question from pursuing the inspection rights hereunder and reporting to Biomira. Any such inspection shall be made at the expense of Biomira unless it is determined that Biomira was entitled to receive a sum which varied greater than ten (10%) percent from the amount reported by AltaRex as due and payable to Biomira for the period covered by the inspection, in which case AltaRex shall pay the reasonable costs of such inspection and interest, as provided in Section 4.4. AltaRex and its Affiliates shall cooperate fully with the chartered accountants or certified public accountants conducting the inspection provided for in this Section 4.6. (2) In the event that AltaRex conducts an audit of the records and books of account of a Sublicensee, the audit report shall be provided to Biomira by the chartered accountant or certified public accountant at the same time that such report is provided to AltaRex. In addition, in the event that Biomira believes that it would be appropriate to conduct an audit of the records and books of account of a Sublicensee (other than an Affiliate of AltaRex), Biomira shall notify AltaRex and AltaRex shall promptly use commercially reasonable efforts to cause such audit to be conducted, with the audit report to be provided simultaneously to AltaRex and Biomira. AltaRex shall obtain the written agreement of each Sublicensee to permit the conduct of such audits and the provision of the audit report to Biomira. Biomira agrees to treat each such audit report as Confidential Information of AltaRex.

Audit/Inspection. (1) AltaRex Distributor and its Affiliates shall make available the records referred to in Section 4.5 Paragraph 9 above for the prior five (5) year period on reasonable notice during AltaRexDistributor’s normal business hours for inspection by a national firm of chartered accountants or certified public accountants on behalf of Biomira PROVIDED HOWEVER no one will be allowed to inspect any records of AltaRex Distributor and its Affiliates without having first signed a confidentiality agreement provided by AltaRex Distributor which shall contain only terms which are consistent with industry standards in similar circumstances and which will not restrict the accountants in question from pursuing the inspection rights hereunder and reporting to BiomiraBiomira and AltaRex. Any such inspection shall be made at the expense of Biomira unless it is determined that Biomira was entitled to receive a sum which varied greater than ten (10%) percent from the amount reported by AltaRex as due and payable to Biomira for the period covered by the inspectioninspection and such variance is attributable to underreporting of Net Sales Revenues by Distributor, in which case Distributor shall reimburse AltaRex shall pay for its payments to Biomira of the reasonable costs of such inspection and interest, as provided in Section 4.44.4 of the Biomira License Agreement. AltaRex Distributor and its Affiliates shall cooperate fully with the chartered accountants or certified public accountants conducting the inspection provided for in this Section 4.6Paragraph 10. (2) In the event that AltaRex Distributor conducts an audit of the records and books of account of a Sublicensee, the audit report shall be provided to Biomira and AltaRex by the chartered accountant or certified public accountant at the same time that such report is provided to AltaRexDistributor. In addition, in the event that Biomira believes that it would be appropriate to conduct an audit of the records and books of account of a Sublicensee (other than an Affiliate of AltaRexDistributor), Biomira shall notify AltaRex Distributor and AltaRex Distributor shall promptly use commercially reasonable efforts to cause such audit to be conducted, with the audit report to be provided simultaneously to Distributor, AltaRex and Biomira. AltaRex Distributor shall obtain the written agreement of each Sublicensee to permit the conduct of such audits and the provision of the audit report to BiomiraBiomira and AltaRex. Biomira and AltaRex agrees to treat each such audit report as Confidential Information of Distributor. In addition, Distributor hereby agrees to permit (a) the conduct of such audits of the records and books of account of Distributor, and (b) the provision of the audit report to Biomira and AltaRex. Biomira also agrees to treat each such audit report with respect to Distributor as Confidential Information of XxxxXxx.