Common use of Books and Records; Audit Rights Clause in Contracts

Books and Records; Audit Rights. Rhythm shall keep full and true books of accounts and other records in sufficient detail so that the Royalties payable hereunder can be properly ascertained. Rhythm shall, at the request of Camurus, permit a nationally recognized independent certified public accountant selected by Camurus and reasonably acceptable to Rhythm to have access during ordinary business hours, to such books and records as may be necessary to determine the correctness of any Payment Report or payment made under this Agreement or to obtain information as to Royalties and milestones payable in case of failure to report or pay pursuant to the terms of this Agreement. The auditor shall execute a written confidentiality agreement with Rhythm and shall disclose to Camurus only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The auditor shall send a copy of the report to Rhythm at the same time it is sent to Camurus. Such examination shall be conducted (a) after at least thirty (30) days prior written notice from Camurus, (b) at the facility(ies) where such books and records are maintained, and (c) no more frequently than once in any calendar year or more than once with respect to a particular year. Camurus shall be responsible for expenses for the independent certified public accountant, except that Rhythm shall reimburse Camurus in full thereof if the independent accountant determines the Royalties and milestones paid by Rhythm to Camurus are less than ninety-five percent (95%) of the amount actually owed for the period of the audit. As a condition to any sublicense granted by Rhythm hereunder, Rhythm shall ensure that Camurus has the same audit rights as those described in this Section 5.9 with respect to any such Rhythm Affiliate or Sublicensee.

Books and Records; Audit Rights. Rhythm (a) Wyeth shall keep full and true books of accounts and other records in sufficient detail so that the Royalties royalties payable to Curis hereunder can be properly ascertained. Rhythm . (b) Wyeth shall, at the request of CamurusCuris, permit a nationally recognized independent certified public accountant selected by Camurus and reasonably acceptable Curis (except one to Rhythm whom Wyeth has some reasonable objection) to have access during ordinary business hours, to such books and records as may be necessary to determine the correctness of any Payment Report royalty report or royalty payment made under this Agreement or to obtain information as to Royalties and milestones royalties payable in case of failure to report or pay pursuant to the terms of this Agreement. The auditor shall execute a written confidentiality agreement with Rhythm and shall disclose to Camurus only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The auditor shall send a copy of the report to Rhythm at the same time it is sent to Camurus. Such examination shall be conducted (a) after at least thirty (30) days prior written notice from Camurus, (b) to Wyeth and shall take place at the Wyeth facility(ies) where such books and records are maintained. Before permitting such independent accounting firm to have access to such books and records and to the extent reasonable and customary, Wyeth may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (cin form and substance reasonably acceptable to Wyeth) no more frequently than once in as to any calendar year of Wyeth’s, its Affiliates’ or more than once with respect sublicensees’ confidential information that is to a particular yearbe provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 6.11. Camurus Curis shall be responsible for expenses for the independent certified public accountantaccountant initially selected by Curis, except that Rhythm Wyeth shall reimburse Camurus in full thereof Curis if the independent accountant determines the Royalties and milestones royalties paid by Rhythm Wyeth to Camurus Curis are less than ninety-five ninety percent (9590%) of the amount actually owed to Curis for the period from the date of this Agreement until the date of the audit. As a condition The accounting firm shall disclose to Curis only whether the royalty reports are correct or not, and, if applicable, the specific details concerning any sublicense granted discrepancies. All inspections made by Rhythm hereunder, Rhythm Curis hereunder shall ensure be made no later than three (3) years after the royalty or report that Camurus has is the same audit rights as those described in this Section 5.9 with respect to any such Rhythm Affiliate or Sublicenseesubject of the investigation was due.

Books and Records; Audit Rights. Rhythm Ra Pharma shall keep full and true books of accounts and other records in sufficient detail so that the Royalties payable hereunder can be properly ascertained. Rhythm Ra Pharma shall, at the request of Camurus, permit a nationally recognized independent certified public accountant selected by Camurus and reasonably acceptable to Rhythm to have access during ordinary business hours, to such books and records as may be necessary to determine the correctness of any Payment Report or payment made under this Agreement or to obtain information as to Royalties and milestones payable in case of failure to report or pay pursuant to the terms of this Agreement. The auditor shall execute a written confidentiality agreement with Rhythm Ra Pharma and shall disclose to Camurus only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The auditor shall send a copy of the report to Rhythm Ra Pharma at the same time it is sent to Camurus. Such examination shall be conducted (a) after at least thirty [***] (30[***]) days prior written notice from Camurus, (b) at the facility(ies) where such books and records are maintained, and (c) no more frequently than once [***] in any calendar year or more than once with respect to a particular year. Camurus shall be responsible for expenses for the independent certified public accountant, except that Rhythm Ra Pharma shall reimburse Camurus in full thereof if the independent accountant determines the Royalties and milestones paid by Rhythm Ra Pharma to Camurus are less than ninety-five [***] percent (95[***]%) of the amount actually owed for the period of the audit. As a condition to any sublicense granted by Rhythm Ra Pharma hereunder, Rhythm Ra Pharma shall ensure that Camurus has the same audit rights as those described in this Section 5.9 5.10 with respect to any such Rhythm Ra Pharma Affiliate or Sublicensee.