Common use of Audit Request Clause in Contracts

Audit Request. At the request and expense of BDSI, BND, its Affiliates and Sublicensees shall permit an independent, certified public accountant appointed by BDSI acceptable to BND or its Affiliates, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received and Sublicensee income in the possession or control of BND, its Affiliates or Sublicensees, for a period of three (3) years after such Running Royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties payable for any calendar quarter in the case of BND's or its Affiliate's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI any information other than information relating to said reports, Running Royalties, and payments. Results of any such examination shall be made available to both Parties. BDSI shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND of more than ten percent (10%) from the amount of the original Running Royalty payment made by BND. In such event, BND shall bear the full cost of the performance of such audit. BDSI shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.

Audit Request. At the request and expense of BDSI, BNDACCENTIA, its Affiliates and Sublicensees shall permit an independent, certified public accountant appointed by BDSI acceptable to BND ACCENTIA or its Affiliates, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received Sales, Sublicensee Revenue, and Sublicensee Net Sales income in the possession or control of BNDACCENTIA, its Affiliates or Sublicensees, for a period of three (3) years after such Running Royalties royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties royalties payable for any calendar quarter in the case of BND's ACCENTIA’s or its Affiliate's ’s failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI any information other than information relating to said reports, Running Royaltiesroyalties, and payments. Results of any such examination shall be made available to both Parties. BDSI shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND ACCENTIA of more than ten percent (10%) from the amount of the original Running Royalty royalty payment made by BNDACCENTIA. In such event, BND ACCENTIA shall bear the full cost of the performance of such audit. BDSI shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.

Audit Request. At the request and expense of BDSIEurotech, BND, HomeCom and its Affiliates and Sublicensees (other than Eurotech) shall permit an independent, certified public accountant appointed by BDSI Eurotech acceptable to BND or its AffiliatesHomeCom, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received (either from HomeCom or its permitted sublicensees) and Sublicensee income Returns in the possession or control of BND, HomeCom or its Affiliates or SublicenseesAffiliates, for a period of three (3) years after such Running Royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties payable for any calendar quarter in the case of BNDHomeCom's or its Affiliate's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI Eurotech any information other than information relating to said reports, Running Royalties, and payments. Results of any such examination shall be made available to both Parties. BDSI Eurotech shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND HomeCom of more than ten percent (10%) from the amount of the original Running Royalty payment made by BNDHomeCom. In such event, BND HomeCom shall bear the full cost of the performance of such audit. BDSI Eurotech shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.

Audit Request. At the request and expense of BDSIUNIVERSITIES, BNDBDS, its Affiliates and Sublicensees sublicensees shall permit an independent, certified public accountant appointed by BDSI UNIVERSITIES acceptable to BND BDS or its Affiliates, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received Sales, Sublicense Income and Sublicensee income Post-Commercialization Income in the possession or control of BNDBDS, its Affiliates or Sublicenseessublicensees, for a period of three (3) years after such Running Royalties royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties royalties payable for any calendar quarter in the case of BNDBDS's or its Affiliate's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI UNIVERSITIES any information other than information relating to said reports, Running Royaltiesroyalties, and payments. Results of any such examination shall be made available to both Parties. BDSI UNIVERSITIES shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND of BDS of more than ten percent (10%) from the amount of the original Running Royalty royalty payment made by BNDBDS. In such event, BND BDS shall bear the full cost of the performance of such audit. BDSI shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.

Audit Request. At the request and expense of BDSI, BNDPPDI, its Affiliates and ------------- Sublicensees shall permit an independent, certified public accountant appointed by BDSI acceptable to BND PPDI or its Affiliates, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received and Sublicensee income in the possession or control of BNDPPDI, its Affiliates or Sublicensees, for a period of three (3) years after such Running Royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties payable for any calendar quarter in the case of BNDPPDI's or its Affiliate's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI any information other than information relating to said reports, Running Royalties, and payments. Results of any such examination shall be made available to both Parties. BDSI shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND PPDI of more than ten percent (10%) from the amount of the original Running Royalty payment made by BNDPPDI. In such event, BND PPDI shall bear the full cost of the performance of such audit. BDSI shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.

Audit Request. At the request and expense of BDSIUNIVERSITIES, BNDBDS, its Affiliates and Sublicensees sublicensees shall permit an independent, certified public accountant appointed by BDSI UNIVERSITIES acceptable to BND BDS or its Affiliates, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales Received Sales, Sublicense Income and Sublicensee Post-Commercialization income in the possession or control of BNDBDS, its Affiliates or Sublicenseessublicensees, for a period of three (3) years after such Running Royalties royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the Running Royalties royalties payable for any calendar quarter in the case of BNDBDS's or its Affiliate's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BDSI UNIVERSITIES any information other than information relating to said reports, Running Royaltiesroyalties, and payments. Results of any such examination shall be made available to both Parties. BDSI UNIVERSITIES shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BND of BDS of more than ten percent (10%) from the amount of the original Running Royalty royalty payment made by BNDBDS. In such event, BND BDS shall bear the full cost of the performance of such audit. BDSI shall have no right to audit or seek payment of any Running Royalties for any Commercial Sale after the date which is three years from the date of such Commercial Sale.