Audit of Neurocrine Sample Clauses

Audit of Neurocrine. For a period of four (4) years after the end of the relevant fiscal year starting on January 1, Neurocrine shall maintain complete and accurate books and records in connection with amounts invoiced by Neurocrine to DSP hereunder pursuant to Article Six, Article Nine, or Section 7.9, as necessary to allow the accurate calculation of payments due hereunder. Once per fiscal year of Neurocrine, DSP shall have the right to engage an independent accounting firm reasonably acceptable to Neurocrine, at DSP’s expense, which shall have the right to examine in confidence the relevant Neurocrine records as may be reasonably necessary to determine and/or verify the payments due hereunder. Such examination shall be conducted during Neurocrine’s normal business hours, after at least thirty (30) days prior written notice to Neurocrine and shall take place at the Neurocrine facility(ies) where such records are maintained. In the event any Neurocrine invoices were determined to have understated amounts due from DSP, DSP shall promptly (but in no event later than thirty (30) days after DSP’s receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall unless DSP reasonably disputes such auditor’s findings. In the event that there was an over-payment by DSP hereunder, DSP may credit the excess amount against future payments due to Neurocrine hereunder unless Neurocrine reasonably disputes such auditor’s findings. In case of dispute on auditor’s findings, DSP’s auditors and Neurocrine’s auditors shall be required to resolve the matter in accordance with generally accepted accounting principles within thirty (30) days after the complaining Party notifies the other Party that it disputes such findings (which notice shall be made no later than thirty (30) days after the complaining *** Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 Party’s receipt of such report. In the event any invoice by Neurocrine shall prove to have been incorrect by more than five percent (5%) to DSP’s detriment, Neurocrine shall pay the reasonable fees and costs of the independent auditor for conducting such audit. In connection with any such audit, the auditor shall be permitted to report to the auditing Party only as to the accuracy of the audited Party’s payment reports and compliance with its payment obligations hereunder (...
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Related to Audit of Neurocrine

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  • Patent Filing Prosecution and Maintenance 7.1 Except as otherwise provided in this Article 7, Licensee agrees to take responsibility for, but to consult with, the PHS in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to PHS.

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