By Strata Oncology Sample Clauses

By Strata Oncology. For a period beginning on the Effective Date until [***] (the “Clovis Audit Period”), Clovis shall maintain and shall cause its Affiliates to maintain complete and accurate books and records that Clovis maintains in the ordinary course of its business as necessary to allow the accurate calculation of payments due to Strata Oncology hereunder. Once per calendar year during the Clovis Audit Period, Strata Oncology shall have the right to engage an independent public accounting firm selected by Strata Oncology and reasonably acceptable to Clovis, at Strata Oncology’s expense, which shall have the right to conduct a single examination in confidence (subject to all obligations under Section 8 hereof) of the relevant Clovis records as may be reasonably necessary to determine and/or verify the number of Strata Enrolled Patients, Strata Contributed Patients and the Total Enrolled Patients. Such examination shall be conducted during Clovis’ normal business hours, after at least thirty (30) days prior written notice to Clovis and shall take place at the Clovis facility(ies) where such records are maintained. In the event the report reflects an under-payment by Clovis hereunder, Clovis shall promptly (but in no event later than thirty (30) days after Clovis’ receipt of the independent auditor’s report) make payment to Strata Oncology of any short-fall In the event that there was an over-payment by Clovis hereunder, Strata Oncology shall promptly (but in no event later than thirty (30) days after Strata Oncology’s receipt of the independent auditor’s report so [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. Execution Version correctly concluding) refund to Clovis the excess amount. In the event any payment by Clovis shall prove to have been incorrect by more than [***] to Strata Oncology’s detriment, Clovis will pay the reasonable fees and costs of Strata Oncology’s independent auditor for conducting the audit.
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