Audits and Interim Reviews. (a) Subject to the provisions of Section 5.7.3, either Party may request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties, which is not either Party’s independent accounting firm, perform an audit or interim review of the other Party’s books as they relate to this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses, as applicable, under this Agreement. Such audits or review shall be conducted at the expense of the requesting Party.
(b) Upon [* * *] Business Days’ prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit such accounting firm to examine the relevant books and records of the Audited Party, including any Affiliates, as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Royalty Report or Reconciliation Statement. An examination by a Party under this Section 5.7.4 (whether of the Audited Party or its Affiliates) shall occur not more than [* * *] and shall be limited to the pertinent books and records for any Contract Year ending not more than [* * *] months before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of this Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Celgene and Acceleron a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, any report prepared in accordance with this Agreement is incorrect, the Parties shall promptly revise the report and the associated Royalty Report or Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [* * *] days after receipt of the accountant’s report, along with interest as provided in Section 5.7.5; provided...
Audits and Interim Reviews. Each Party will maintain accurate books and records regarding Program Costs, Fully-Absorbed Cost of Goods, External Sales & Marketing Expenses, Internal Sales & Marketing Expenses, External Development Expenses, and Internal Development Expenses, Net Revenues and Net Sales, as applicable, sufficient to enable the calculation of amounts payable hereunder to be verified, and will retain such books and records for each quarterly period for three (3) years after submission of the corresponding report pursuant to this Agreement. Either Party will have the right to request that an independent certified public accountant selected by it (but excluding its own accountant) and reasonably acceptable to the other Party perform an audit, not more than once in any four (4) consecutive Calendar Quarters during the Term, but including one post-termination audit and, if any such audit results in a material restatement of records (i.e., a discrepancy of 5% or more for any calendar year), such Party will be permitted an additional examination within such four (4) quarter period, of the other Party’s books of accounts covering the preceding three (3) year period for the sole purpose of verifying compliance with the payment provisions of this Agreement. Such audits will be conducted at the expense of the requesting Party at reasonable times during regular business hours and upon at least twenty (20) business days’ prior notice. Audit results will be shared with both Parties, subject to Article 12 (Confidentiality); provided, however, that the accounting firm may not disclose copies of the audited Party’s books of accounts (or excerpts thereof) to the other Party. Any accounting firm conducting such an audit will enter into a confidentiality agreement with both Parties containing restrictions substantially similar to the confidentiality provisions of Article 12 (Confidentiality) limiting the disclosure and use of information contained in such books and records for the purposes expressly permitted by this Section 8.8. Any inspection or audit pursuant to this Section 8.8 will be at the expense of the Party initiating the audit; provided, however, that if the Party’s accountants reasonably determine that Net Profits or Net Revenues have been understated or Program Costs (including associated labor costs, reimbursable costs and expenses) or Fully-Absorbed Cost of Goods, External Sales & Marketing Expenses, Internal Sales & Marketing Expenses, External Development Expenses, and Inte...
Audits and Interim Reviews. Subject to the provisions of Section 5.7.3, either Party may request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties, which is not either Party’s independent accounting firm, perform an audit or interim review of the other Party’s books as they relate to this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses, as applicable, under this Agreement. Such audits or review shall be conducted at the expense of the requesting Party.
Audits and Interim Reviews. Either Party shall have the right to request that the other Party's independent, certified accounting firm perform an audit or interim review of the other Party's books in order to express an ________________________________________________________________________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted potions have been filed separately with the Commission. opinion regarding such Party's compliance with GAAP. Such audits or review will be conducted at the expense of the requesting Party in accordance with procedures described in Section 6.12 of the Agreement.
Audits and Interim Reviews. The parties shall maintain and cause the third parties acting for their account to maintain books of account and complete and accurate records pertaining to the OSI/Roche Development ------------------- ** This portion has been redacted pursuant to a confidential treatment request.
Audits and Interim Reviews. Either Party shall have the right to request that its independent accounting firm perform an audit of the other Party's books of accounts, no more than once every calendar year, for the sole purpose of verifying compliance with this Agreement. Such audits may include, without limitation the reporting and accounting for accruals and testing of a Party's algorithms and systems for determining Allocable Overhead. Only one audit will be conducted with respect to any given set of financial transactions supporting the income statement for the collaboration for any given year. In such audit the firm may review books of accounts covering no more than the two (2) years just prior to such audit. Such audits will be conducted at the expense of the requesting Party and with thirty (30) days prior written notice to the other Party. The audited Party shall have the right to participate in scope determination in accordance with generally accepted auditing standards. Audit results will be shared with both Parties. If accounting errors are found which exceed an overall net of five percent (5%) or more of the total due such that the Party being audited has been overpaid by five percent (5%) or more, then the costs of such audit shall be borne by the Party being audited. Any overpayment or underpayment will be settled within thirty (30) days after receipt of the audit results by the Party required to make the balancing payment
Audits and Interim Reviews. Audit work will be performed in the following manner. If deemed necessary by either ROCHE or GENENTECH, an audit by independent certified public accountants may be requested. Such audits will be at the sole expense of the requesting Party and will be performed by the officially appointed auditor of the Party audited. If GENENTECH requests audit work of the ROCHE accounts, the audit will be performed by ROCHE's appointed worldwide auditor which is currently Price Waterhouse, LLP. If ROCHE requests audit work of the GENENTECH accounts, the audit will be performed by the independent auditor appointed by GENENTECH which is currently Ernst & Young, LLP.
Audits and Interim Reviews. See Section 6.13 of this Agreement.
Audits and Interim Reviews. Either Party shall have the right to request that the other Party's independent, certified accounting firm perform an audit or interim review of the other Party's books in order to express an opinion regarding such Party's compliance with GAAP. Such audits or review will be conducted at the expense of the requesting Party. At the request and expense of either Party ("Auditing Party"), the other Party ("Audited Party") shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable written notice, to examine such records as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; (ii) obtain information as to the aggregate U.S. Operating Profit or Loss and/or royalties payable for any calendar quarter in the case of Genentech's failure to report or pay pursuant to this Agreement; or (iii) determine the correctness of any discovery or development costs related to Future Generation Compounds or the application of the proceeds under Section 5.7(b); provided, however, that such accountant shall sign a confidentiality agreement in a form reasonably satisfactory to the Audited Party, and, provided further, that such examination shall not be permitted more than once in any twelve (12)-month period. Said accountant shall not disclose to the Auditing Party or any other person any information, except that such accountant may disclose to the Auditing Party the fact of a deficiency, the lack of a deficiency or any overpayment, and the degree thereof, including the dollar amount. All results of any such examination shall be made available to the Audited Party. In the event that any audit reveals a deficiency in the amount that should have been paid by Genentech to Inspire, then Genentech shall pay the underpaid amount to Inspire within forty-five (45) days after Inspire makes a demand therefor, plus interest thereon if such deficiency is in excess of the greater of $100,000 or five percent (5%) of the amount that actually should have been paid by Genentech. Such interest shall be calculated from the date such underpaid amount was due until the date such underpaid amount is actually paid, at the rate of one percent (1%) over the prime rate of interest reported in The Wall Street Journal for the date such amount was due. In addition, if such underpaid amount is in excess of the greater of $100,000 or five percent (5...
Audits and Interim Reviews. Either Party shall have the right to request that its independent accounting firm perform an audit of the other Party's books of accounts, no more than once in a calendar year, for the sole purpose of verifying compliance with this Agreement. In such audit the firm may review books of accounts covering no more than the ** just prior to such audit. Such audits will be conducted at the expense of the requesting Party and with reasonable prior written notice to the other Party. The audited Party shall have the right to participate in scope determination in accordance with generally accepted auditing standards. Audit results will be shared with both Parties. If accounting errors found greater than net ** in the items sampled such that the Party audited has been overpaid, then the costs of such audit shall be borne by the Party audited, and such Party shall return to the requesting Party the amount of money received in error plus interest at a rate equal the rate of interest ** In addition, OSI shall at its expense and with reasonable prior written notice to Genentech, be permitted to have its auditors perform such audits and tests as are ------------------- ** This portion has been redacted pursuant to a confidential treatment request. reasonably necessary. Similarly Genentech shall at its expense and with reasonable prior notice to OSI be permitted to have its auditors perform such audits and tests as are reasonably necessary.
