Audit Request. For the [***] period following the close of each Calendar Year of the Term, Alkermes will, in the event that Recro reasonably requests such access, provide Recro with access once during said period and during regular business hours to audit the records described in Section 8.1 through an independent certified accountant selected by Recro, and which is reasonably acceptable to Alkermes, for the sole purposes of confirming the accuracy of the invoices submitted under this Agreement, and assisting in the determination of any payment dispute, in respect of Services provided in the Calendar Year then ended. Such accountant must have executed and delivered to Alkermes a confidentiality agreement as reasonably requested by Alkermes, which shall include provisions limiting such accountant’s disclosure to Recro to only the results of such inspection. The results of such inspection, if any, shall be binding on both Parties. Recro shall pay for such inspections, except that in the event that an error in favor of Alkermes of more than [***] of the amounts invoiced for the period covered by the audit is discovered, then Alkermes shall reimburse Recro for any reasonable out-of-pocket costs of such accountant. Further, Alkermes shall make its employees reasonably available to Recro and its accountant for assistance in confirming the accuracy of the invoices submitted under this Agreement and assisting in the determination of any payment dispute. Any information received by Recro pursuant to this Section 8.2, that is not Confidential Information of Recro, shall be deemed to be Confidential Information of Alkermes.
Appears in 2 contracts
Samples: Development, Manufacturing and Supply Agreement (Baudax Bio, Inc.), Development, Manufacturing and Supply Agreement (Recro Pharma, Inc.)
Audit Request. For (a) At the [***] period following the close request and expense of each Calendar Year of the TermScynexis , Alkermes willR-Pharm and its Affiliates shall permit an independent, in the event that Recro reasonably requests such access, provide Recro with access once during said period certified public accountant appointed by Scynexis and during regular business hours to audit the records described in Section 8.1 through an independent certified accountant selected by Recro, and which is reasonably acceptable to AlkermesR-Pharm, at reasonable times and upon reasonable notice, to examine such records for any Calendar Year [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the sole purposes of confirming the accuracy Securities and Exchange Commission pursuant to Rule 406 of the invoices submitted under this AgreementSecurities Act of 1933, and assisting in the determination of any payment dispute, in respect of Services provided in the Calendar Year then endedas amended. Such accountant must have executed and delivered to Alkermes a confidentiality agreement as reasonably requested by Alkermes, which shall include provisions limiting such accountant’s disclosure to Recro to only the results of such inspection. The results of such inspection, if any, shall be binding on both Parties. Recro shall pay for such inspections, except that in the event that an error in favor of Alkermes of ending not more than [***] prior to the date of such request, as may be necessary to: (i) determine the amounts invoiced for correctness of any report or payment made under this Agreement; or (ii) obtain information as to the period covered by the audit is discovered, then Alkermes shall reimburse Recro aggregate royalties payable for any reasonable out-of-pocket costs of such accountant. Further, Alkermes shall make its employees reasonably available to Recro and its accountant for assistance in confirming the accuracy of the invoices submitted under this Agreement and assisting calendar quarter in the determination case of any payment dispute. Any information received by Recro R-Pharm’s failure to report or pay pursuant to this Section 8.2Agreement. Said accountant shall not disclose to Scynexis any information other than information relating to said reports, that is not Confidential Information royalties, and payments. Results of Recro, any such examination shall be deemed made available to both Parties. Upon the expiration of [*] following the end of any calendar year, the calculation of royalties payable with respect to such year shall be Confidential Information binding and conclusive upon both parties, and R-Pharm and its sublicensees shall be released from any liability or accountability with respect to royalties for such year.
(b) At the request and expense of AlkermesScynexis, R-Pharm and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to R-Pharm, at reasonable times and upon reasonable notice, to examine such records as may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 14. Such audits may not be requested more than [*] per any [*] period unless a public allegation or investigation of violation of any ACAB law has been lodged against a member of the R-Pharm Group in which case such an audit may occur more frequently. R-Pharm agrees to procure the full cooperation of its Agents in any such audits. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Appears in 2 contracts
Samples: Development, License and Supply Agreement, Development, License and Supply Agreement (Scynexis Inc)
Audit Request. For (a) At the [***] period following the close request and expense of each Calendar Year of the TermScynexis, Alkermes willWaterstone and its Affiliates shall permit an independent, in the event that Recro reasonably requests such access, provide Recro with access once during said period certified public accountant appointed by Scynexis and during regular business hours to audit the records described in Section 8.1 through an independent certified accountant selected by Recro, and which is reasonably acceptable to AlkermesWaterstone, at reasonable times and upon reasonable notice, to examine such records for the sole purposes of confirming the accuracy of the invoices submitted under this Agreement, and assisting in the determination of any payment dispute, in respect of Services provided in the Calendar Year then ended. Such accountant must have executed and delivered to Alkermes a confidentiality agreement as reasonably requested by Alkermes, which shall include provisions limiting such accountant’s disclosure to Recro to only the results of such inspection. The results of such inspection, if any, shall be binding on both Parties. Recro shall pay for such inspections, except that in the event that an error in favor of Alkermes of ending not more than [***] prior to the date of such request, as may be necessary to: (i) determine the amounts invoiced for correctness of any report or payment made under this Agreement; or (ii) obtain information as to the period covered by the audit is discovered, then Alkermes shall reimburse Recro aggregate royalties payable for any reasonable out-of-pocket costs of such accountant. Further, Alkermes shall make its employees reasonably available to Recro and its accountant for assistance in confirming the accuracy of the invoices submitted under this Agreement and assisting calendar quarter in the determination case of any payment dispute. Any information received by Recro Waterstone’s failure to report or pay pursuant to this Section 8.2Agreement. Said accountant shall not disclose to Scynexis any information other than information relating to said reports, that is not Confidential Information royalties, and payments. Results of Recro, any such examination shall be deemed made available to both Parties. Upon the expiration of [*] following the end of any calendar year, if Scynexis has not initiated an audit as described above or if no such audit is in progress, the calculation of royalties payable with respect to such year shall be Confidential Information binding and conclusive upon both Parties, and Waterstone and its sublicensees shall be released from any liability or accountability with respect to royalties for such year.
(b) At the request and expense of AlkermesScynexis, Waterstone and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to Waterstone, at reasonable times and upon reasonable notice, to examine such records as may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 13. Such audits may not be requested more than once per any twelve month period unless a public allegation or investigation of violation of any ACAB law has been lodged against Waterstone or any of its Affiliates in which case such an audit may occur more frequently. Waterstone agrees to procure the full cooperation of its Agents in any such audits.
Appears in 1 contract
Audit Request. For (a) At the [***] period following the close request and expense of each Calendar Year of the TermScynexis , Alkermes willR-Pharm and its Affiliates shall permit an independent, in the event that Recro reasonably requests such access, provide Recro with access once during said period certified public accountant appointed by Scynexis and during regular business hours to audit the records described in Section 8.1 through an independent certified accountant selected by Recro, and which is reasonably acceptable to AlkermesR-Pharm, at reasonable times and upon reasonable notice, to examine such records for the sole purposes of confirming the accuracy of the invoices submitted under this Agreement, and assisting in the determination of any payment dispute, in respect of Services provided in the Calendar Year then ended. Such accountant must have executed and delivered to Alkermes a confidentiality agreement as reasonably requested by Alkermes, which shall include provisions limiting such accountant’s disclosure to Recro to only the results of such inspection. The results of such inspection, if any, shall be binding on both Parties. Recro shall pay for such inspections, except that in the event that an error in favor of Alkermes of ending not more than [**] prior to the date of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the amounts invoiced for Securities Act of 1933, as amended. such request, as may be necessary to: (i) determine the period covered by correctness of any report or payment made under this Agreement; or (ii) obtain information as to the audit is discovered, then Alkermes shall reimburse Recro aggregate royalties payable for any reasonable out-of-pocket costs of such accountant. Further, Alkermes shall make its employees reasonably available to Recro and its accountant for assistance in confirming the accuracy of the invoices submitted under this Agreement and assisting calendar quarter in the determination case of any payment dispute. Any information received by Recro R-Pharm’s failure to report or pay pursuant to this Section 8.2Agreement. Said accountant shall not disclose to Scynexis any information other than information relating to said reports, that is not Confidential Information royalties, and payments. Results of Recro, any such examination shall be deemed made available to both Parties. Upon the expiration of [*] following the end of any calendar year, the calculation of royalties payable with respect to such year shall be Confidential Information binding and conclusive upon both parties, and R-Pharm and its sublicensees shall be released from any liability or accountability with respect to royalties for such year.
(b) At the request and expense of AlkermesScynexis, R-Pharm and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to R-Pharm, at reasonable times and upon reasonable notice, to examine such records as may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 14. Such audits may not be requested more than [*] per any [*] period unless a public allegation or investigation of violation of any ACAB law has been lodged against a member of the R-Pharm Group in which case such an audit may occur more frequently. R-Pharm agrees to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. procure the full cooperation of its Agents in any such audits.
Appears in 1 contract
Samples: Development, License and Supply Agreement (Scynexis Inc)