Audits of Royalty Reports. Upon the written request of Regulus and not more than once in each Calendar Year, Sanofi will permit an independent certified public accounting firm of nationally recognized standing selected by Regulus and reasonably acceptable to Sanofi, at Regulus’ expense to have access during normal business hours to such records of Sanofi and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than 36 months prior to the date of such request. These audit rights (but not any obligation to pay unpaid royalties for such periods) with respect to any Calendar Year will terminate 3 years after the end of such Calendar Year. Regulus will provide Sanofi with a copy of the accounting firm’s written report within 30 days of completion of such report.
Audits of Royalty Reports. Upon the written request of Regulus and not more than once in each Calendar Year except for cause, AstraZeneca will permit an independent certified public accounting firm of nationally recognized standing selected by Regulus and reasonably acceptable to AstraZeneca, at Regulus’ expense to have access during normal business hours to such records of AstraZeneca and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than 72 months prior to the date of such request. These audit rights (but not any obligation to pay unpaid royalties for such periods) with respect to any Calendar Year will terminate 6 years after the end of such Calendar Year. Regulus will provide AstraZeneca with a copy of the accounting firm’s written report within 30 days of completion of such report.
Audits of Royalty Reports. Upon the written request of Ligand and not more than once in each Calendar Year, Palvella will permit an independent certified public accounting firm selected by Ligand and reasonably acceptable to Palvella, at Ligand’s expense, to have access during normal business hours to such records of Palvella as may be necessary or reasonably useful to verify the accuracy of the payment reports made and the amounts owed to Ligand under this Agreement for any Calendar Year period ending not more than thirty-six (36) months prior to the date of such request. Such rights with respect to any Calendar Year will terminate upon the earlier to occur of (a) the completion of an audit pursuant to this Section 4.5 with respect to such Calendar Year and (b) three (3) years after the end of any such Calendar Year. Ligand will provide Palvella with a copy of such accounting firm’s written report within thirty (30) days after completion of such report. If such accounting firm concludes that an overpayment or underpayment was made, then the owing Party will pay the amount due within thirty (30) days after the date Ligand delivers to Palvella such accounting firm’s written report so concluding, and any accrued interest as determined in accordance with Section 4.9 from the date such overpayment was paid or such underpayment was originally due, as applicable, until payment thereof. Ligand will bear the full cost of such audit unless such audit discloses that the additional payment payable by Palvella for the audited period is more than five percent (5%) of the amount of the payments due for that audited period, in which case Palvella will pay the reasonable documented fees and expenses charged by the accounting firm. If the Parties dispute any such accounting firm’s conclusion, they will resolve such issue pursuant to Article 11. Ligand will treat all information subject to review under Section 4.5 in accordance with the confidentiality provisions of this Agreement.
Audits of Royalty Reports. Arpeggio will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to Intrinsic, have access during normal business hours, and upon reasonable prior written notice, to Intrinsic’s records as may be reasonably necessary to verify the accuracy of Net Sales and any other payment due pursuant to this ARTICLE 5, as applicable, for any Calendar [***] or [***] within the preceding [***]; provided, however, that Arpeggio will not have the right to conduct more than one such audit in any Calendar [***] except as provided below. The accounting firm will disclose to Arpeggio only whether the reported Net Sales and any other payments due pursuant to this ARTICLE 5 are correct and details of any discrepancies. Arpeggio will bear the cost of such audit unless the audit reveals an underreporting of [***] [***] of amounts payable to Arpeggio over an applicable Calendar [***] in which case Intrinsic will bear the cost of the audit. If, based on the results of such audit, additional payments are owed by Intrinsic under this Agreement, Intrinsic will make such additional payments, with interest as set forth in 5.11, [***] after the date on which such accounting firm’s written report is delivered to Intrinsic. Arpeggio will treat the financial information subject to review under this 5.9 in accordance with the confidentiality provisions of ARTICLE 7.
Audits of Royalty Reports. Glycosyn will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to Lupa Bio, have access during normal business hours, and upon reasonable prior written notice, to Lupa Bio’s records as may be reasonably necessary to verify the accuracy of Net Sales and any other payment due pursuant to this ARTICLE 5, as applicable, for any [***] or [***] within the preceding [***]; provided, however, that Glycosyn will not have the right to conduct more than one such audit in any [***] [***] except as provided below. The accounting firm will disclose to Glycosyn only whether the reported Net Sales and any other payments due pursuant to this ARTICLE 5 are correct and details of any discrepancies. [***] will bear the cost of such audit unless the audit reveals an underreporting of more than [***]% of amounts payable to Glycosyn over an applicable [***], in which case Lupa Bio will bear the cost of the audit. If, based on the results of such audit, additional payments are owed by Lupa Bio under this Agreement, Lupa Bio will make such additional payments, [***] [***], within [***] after the date on which such accounting firm’s written report is delivered to Lupa Bio. Glycosyn will treat the financial information subject to review under this 5.9 in accordance with the confidentiality provisions of ARTICLE 7.
Audits of Royalty Reports. Upon the written request of Regulus and not more than once in each Calendar Year, Sanofi will permit an independent certified public accounting firm of nationally recognized standing selected by Regulus and reasonably acceptable to Sanofi, at Regulus’ expense to have access during normal business hours to such records of Sanofi and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] months prior to the date of such request. These audit rights (but not any obligation to pay unpaid royalties for such periods) with respect to any Calendar Year will terminate [***] years after the end of such Calendar Year. Regulus will provide Sanofi with a copy of the accounting firm’s written report within 30 days of completion of such report.
Audits of Royalty Reports. Upon the written request of Ligand and not more than [***] in any twelve (12) month period, Novan will permit an independent certified public accounting firm selected by Ligand and reasonably acceptable to Novan, at Ligand’s expense, to have access during normal business hours to such records of Novan as may be necessary to verify the accuracy of the payment reports made and the amounts owed to Ligand under this Agreement for any Calendar Year period ending not more than [***] prior to the date of such request. Such rights with respect to any Calendar Year will terminate [***] after the end of any such Calendar Year. Ligand will provide Novan with a copy of such accounting firm’s written report within thirty (30) days after completion of such report. If such accounting firm concludes that an overpayment or underpayment was made, then the owing Party will pay the amount due within thirty (30) days after the date Ligand delivers to Novan such accounting firm’s written report so concluding, and any accrued interest as determined in accordance with Section 4.9 from the date such overpayment was paid or such underpayment was originally due, as applicable, until payment thereof. Ligand will bear the full cost of such audit unless such audit discloses that the additional payment payable by Novan for the audited period is more than five percent (5%) of the amount of the payments due for that audited period or Ten Thousand Dollars, whichever is greater, in which case Novan will pay the reasonable documented fees and expenses charged by the accounting firm. If the Parties dispute any such accounting firm’s conclusion, they will resolve such issue pursuant to Article 10. Ligand will treat all information subject to review under Section 4.5 in accordance with the confidentiality provisions of this Agreement.
Audits of Royalty Reports. Ionis will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to Dynacure, have access during normal business hours, and upon reasonable prior written notice, to Dynacure’s records as may be reasonably necessary to verify the accuracy of Net Sales and any other payment due pursuant to this Article 8, as applicable, for any Calendar Quarter or Calendar Year within the preceding [***]; provided, however, that Ionis will not have the right to conduct more than one such audit in any Calendar Year. The accounting firm will disclose to Ionis only whether the reported Net Sales and any other payments due pursuant to this Article 8 are correct and details of any discrepancies. Ionis will bear the cost of such audit unless the audit reveals an underreporting of more than [***] of amounts payable to Ionis over an applicable Calendar Year, in which case Dynacure will bear the cost of the audit. If, based on the results of such audit, additional payments are owed by Dynacure under this Agreement; Dynacure will make such additional payments, with interest as set forth in Section 8.17, within [***] after the date on which such accounting firm’s written report is delivered to Dynacure. Ionis will treat the financial information subject to review under this Section 8.14 in accordance with the confidentiality provisions of Article 14.
