Audit of Dexcom Sample Clauses

Audit of Dexcom. Within forty eight (48) hours after a request is made by Roche, Dexcom’s facilities and any work in progress or Work Products produced hereunder shall be open to audit, inspection, examination and evaluation, during normal working hours and at reasonable intervals, by Roche or its authorized representatives to the extent reasonably necessary to evaluate Dexcom’s compliance with, and the conformance of the Work Products to, Applicable Laws, quality assurance requirements, regulatory requirements and other requirements of this Agreement in connection with its performance under this Agreement Without limiting the generality of the foregoing, Dexcom shall permit Roche or its authorized representatives, to enter the Dexcom’s facilities to inspect and audit and to make copies of any Records (including without limitation Records relating to quality assurance and regulatory compliance). For the purpose of such audits, inspections, examinations, and evaluations, Roche or its authorized representatives shall have access to such Records beginning on the Effective Date and continuing until five (5) years after the later of (i) the termination or expiration of the Agreement or (ii) the satisfaction of Dexcom’s obligations under this Agreement. Dexcom shall cooperate and facilitate such inspection, including without limitation by making Personnel that provided Services under this Agreement available for questioning and demonstrations. In addition, Dexcom shall provide adequate and appropriate workspace for Roche or its authorized representatives to conduct such audits, inspections, examinations and evaluations.
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Audit of Dexcom. DexCom will keep, and will cause its licensees and sublicensees to keep, complete and accurate books of account in accordance with generally acceptable accounting principles pertaining to the sale of Licensed Products and Reportable Products in sufficient detail to permit SMTLLC to confirm the accuracy of calculations of all payments hereunder. Such records will be maintained for a two (2) year period following the year in which any such payments were made. No more frequently than on an annual basis, DexCom will permit an independent audit of its relevant financial and other records by SMTLLC for the sole purpose of verifying the accuracy of any and all payments and reports required by this Agreement. Such audit shall be requested with reasonable prior written notice, conducted during normal business hours, and situated on the premises of DexCom. The audit must be conducted in strict confidence and by an independent auditor reasonably acceptable to DexCom. The inspection of records shall be at SMTLLC's sole cost unless the inspector concludes that royalties reported by DexCom for the period being audited are understated by five percent (5%) or more from actual royalties, in which case the reasonable cost of such inspection shall be paid by DexCom.
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