Common use of Audits and Interim Reviews Clause in Contracts

Audits and Interim Reviews. 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 consecutive Calendar Quarters during the Agreement 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-quarter period, of the other Party’s books of accounts covering the preceding three-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 20 Business Days’ prior notice. Audit results will be shared with both Parties, subject to ARTICLE 8 (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 8 (Confidentiality) limiting the disclosure and use of information contained in such books and records for the purposes expressly permitted by this Section 6.8. Any inspection or audit pursuant to this Section 6.8 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 Losses have been understated or Expenses have been overstated by an amount equal to or greater than 5%, for any Calendar Year, then the audited Party will pay the reasonable fees of such accountants for such audit, in addition to remitting the Net Profits or refund of Net Losses, Expenses with interest thereon computed in accordance with Section 6.11.

Audits and Interim Reviews. Each Party shall maintain accurate books and records regarding Research and Development Costs, Commercialization Costs, Net Revenues, and Net Sales, sufficient to enable the calculation of amounts payable hereunder to be verified, and shall 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 shall 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 calendar quarters during the Agreement 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 Yearcalendar year), such Party will shall be permitted an additional examination within such four-four (4) quarter period, of the other Party’s books of accounts covering the preceding three-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 20 twenty (20) Business Days’ prior notice. Audit results will be shared with both Parties, subject to ARTICLE 8 (Confidentiality); providedArticle XI, however, provided that the accounting firm may not disclose copies of the audited Party’s books of accounts (or excerpts thereof) to the requesting Party or any other Partyparty. Any accounting firm conducting such an audit will shall enter into a confidentiality agreement with both Parties containing restrictions substantially similar to the confidentiality provisions of ARTICLE 8 (Confidentiality) Article XI limiting the disclosure and use of information contained in such books and records for the purposes expressly permitted by this Section 6.85.7. Any inspection or audit pursuant to this Section 6.8 will 5.7 shall be at the expense of the Party initiating the audit; provided, however, that if the Party’s accountants reasonably determine that Net Profits or Losses royalties have been understated or Expenses Net Losses, Research and Development Costs, or Commercialization Costs (including associated FTEs, reimbursable costs and expenses) have been overstated by an amount equal to or greater than five percent (5%), for any Calendar Yearcalendar year, then the audited Paying Party will shall pay the reasonable fees of such accountants for such audit, in addition to remitting the Net Profits or royalty payment or refund of Net Losses, Expenses Research and Development Costs, or Commercialization Costs (including associated FTEs, reimbursable costs and expenses) with interest thereon computed in accordance with Section 6.1117.4.

Audits and Interim Reviews. Each Party will maintain accurate books and records regarding POC Costs, Shared Costs 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 (such reasonable acceptance shall not be unreasonably withheld, conditioned, or delayed) perform an audit, not more than once in any four (4) consecutive Calendar Quarters during the Agreement 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 Yearcalendar year), such Party will be permitted an additional examination within such four-four (4) quarter period, of the other Party’s books of accounts covering the preceding three-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 20 Business Daystwenty (20) business days’ prior notice. Audit results results, but not the underlying books and records, will be shared with both Parties, subject to ARTICLE 8 (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 8 (Confidentiality) limiting the disclosure and use of information contained in such books and records for the purposes expressly permitted by this Section 6.8Article 7. Any inspection or audit pursuant to this Section 6.8 6.4 will be at the expense of the Party initiating the audit; provided, however, that if the Party’s accountants reasonably determine that Net Sale or Net Profits or Losses have been understated or Expenses Shared Costs have been overstated by an amount equal to or greater than 5%, [***] for any Calendar Yearcalendar year, then the audited Party will pay the reasonable fees of such accountants for such audit, in addition to remitting the Net Profits or refund of Net Losses, Expenses with interest thereon computed in accordance with Section 6.11.