Conduct of Audits. Upon [***] prior written notification by Xxxxxxxx but no more frequent than once per Calendar Year (except in the event that Xxxxxxxx has reasonable cause), and based on an audit scope agreed upon by the Parties, Xxxxxxxx or its representatives may conduct an audit of Zai, its Affiliates, or any Sublicensees, subcontractors, and all Clinical Trial sites engaged by Zai or its Affiliates or Sublicensees, subcontractors to perform Zai’s obligations under any Development Plan, in each case, to ensure that the applicable Clinical Trials are conducted in compliance with the Development Plan, GCP, and Applicable Laws; provided that in the event any such audit of Zai’s subcontractors or Clinical Trial sites engaged by Zai or its Affiliates or Sublicensees, subcontractor requires Zai’s assistance, Zai shall provide Xxxxxxxx or its representatives with such assistance at Zai’s cost, to the extent reasonable, including providing personnel of Zai to be present for such audit and producing any documents or authorizations allowing Xxxxxxxx or its representatives to conduct such audit, to the extent reasonable. No later than [***] days after the completion of such audit, Xxxxxxxx shall provide Zai with a written summary of Xxxxxxxx’x findings of any deficiencies or other areas of remediation that Xxxxxxxx identifies during any such audit. Zai shall use Commercially Reasonable Efforts to respond or remediate any such deficiencies within thirty (30) days following Xxxxxxxx’x receipt of such report. Without limiting the foregoing, Zai shall have the right to be present at any such audit conducted by Xxxxxxxx pursuant to this Section 5.7 of any Sublicensees, subcontractors, subcontractors or Clinical Trial Sites.
Conduct of Audits. It is a condition to the conduct of any audit permitted by Section 8.13 (Records and Audits) that the accountant sign and deliver to the audited Party a confidentiality agreement as reasonably requested by the audited Party. The Party engaging such accountant will require such accountant to share the findings of any such audit with both Parties. The audit report will only contain the information relevant to support the statement as to whether FTE Costs, royalties or payments due (as applicable) were calculated and paid accurately and will not include any Confidential Information disclosed to the auditor during the course of the audit. The auditing Party will pay for any such audit under Section 8.13 (Records and Audits), unless: (a) in the case of an audit under Section 8.13.1 (Audit of Morphic), such audit determines that Xxxxxxx overpaid Morphic by more than [***] of the amount owed, in which case Morphic will reimburse Xxxxxxx for the reasonable and documented fees and expenses of the auditor paid by Xxxxxxx for such audit; and (b) in the case of an audit under Section 8.13.2 (Audit of Xxxxxxx), such audit determines that Xxxxxxx underpaid Morphic by more than [***] of the amount owed, in which case Xxxxxxx will reimburse Morphic for the reasonable and documented fees and expenses of the auditor paid by Morphic for such audit. Each Party may inspect all such records no more frequently than once every [***], during normal business hours with at least [***] prior written notice. An audit of the records relating to a particular Calendar Year may be conducted once and not more than once.
Conduct of Audits. Upon at least [***] days’ prior notice by Kiniksa and no more frequently than [***] in each Calendar Year, at Kiniksa’s cost and expense, Kiniksa or its representatives may conduct an audit of Partner, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by Partner or its Affiliates or Sublicensees to perform Partner’s obligations under the Global Development Plan or Territory Development Plan, in each case, to determine whether the applicable Global Clinical Trials and Territory-Specific Clinical Trials are being conducted in compliance with the terms of the Third Party IP Agreements, this Agreement, the Global Development Plan (if Partner is serving as the Territory Sponsor) or Territory Development Plan, cGLP, cGCP, and Applicable Law and meet Kiniksa’s Global Clinical Trial standards provided by Kiniksa from time to time during the Term (which standards will be made known to Partner or included in the Global Development Plan or Territory Development Plan as applicable). Notwithstanding any provision to the contrary set forth in this Agreement, there will be no limit on the number of “for cause” audits that Kiniksa may conduct of Partner, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by Partner or its Affiliates or Sublicensees to perform Partner’s obligations under the Global Development Plan or Territory Development Plan, and Kiniksa will use reasonable efforts to notify Partner in writing of any “for cause” audit at least [***] Business Days in advance thereof. After preparing or receiving an audit report, Kiniksa will provide Partner with a written summary of Kiniksa’s findings of any material deficiencies from such standards or other areas of remediation that Kiniksa identifies during any such audit. Partner will remediate any such undisputed deficiencies no later than [***] days after Partner’s receipt of such report, at Partner’s cost and expense or, if such remediation is anticipated to take longer than [***] days, then Partner will promptly implement a plan to complete such remediation as soon as practicable. If any material undisputed deficiencies or areas of remediation are identified in the course of such audit, then Partner will reimburse Kiniksa for Kiniksa’s costs and expenses relating to the conduct of such audit within [***] days after receiving Kiniksa’s invoice therefor. If Partner disputes any of Kiniksa’s findings of deficiencies, then either Party may ...
Conduct of Audits. 18.11.1 Subject to Clause 18.11.2 below, any audit shall be carried out with reasonable prior notice and in a reasonable way so as to cause as little disruption as is reasonably possible to the Supplier’s business.
18.11.2 Where TII and/or a Framework Purchaser has reasonable grounds to believe that the Supplier is not complying with its obligations under this Framework Agreement, an audit may be carried out without prior notice.
18.11.3 TII and/or any Framework Purchaser, its agents or designees may exercise a right of audit under this Clause 18.11 and shall comply with the Supplier’s reasonable security and access rules and procedures. Persons that TII and/or a Framework Purchaser may designate include that Framework Purchaser’s or TII’s independent auditors, representative of governmental or regulatory authorities having jurisdiction under applicable law for the activities relating to this Framework Agreement.
18.11.4 During any audit, TII and any Framework Purchaser shall ensure that its agents or designees shall treat as confidential any information, data or documents relating to the Supplier to which they may have access.
18.11.5 The Supplier shall provide all assistance reasonably requested by TII and/or a Framework Purchaser (and its auditors and other advisers) in relation to any audit, including access to the Supplier’s personnel, records and premises.
18.11.6 Each Framework Purchaser (or TII where relevant) shall pay its own cost and expenses for any audit undertaken pursuant to this Clause 18 save where such audit identifies that the Supplier has overcharged a Framework Purchaser by 2% or more of the invoice amount for the Products under audit, or overstated the Supplier’s Product Price by more than 2%, in which case the Supplier shall reimburse TII and/or the Framework Purchaser, for its out of pocket expenses in conducting such audit. This Clause 18.11.6 is intended as a fair allocation of audit expenses and not as damages or a penalty.
Conduct of Audits. (a) Except for those circumstances in which notice is not practicable (for example, caused by a regulatory request with shorter notice or investigation of suspected theft or breach of Contract), the Department must give the Health Services Manager not less than ten (10) Business Days' notice of an audit and a list of the documents which the auditor will reasonably require.
(b) The Health Services Manager must participate cooperatively in audits of this Contract at the frequency and in relation to the matters specified by the Department, including on an ad hoc basis if requested by the Department, for the purpose of ensuring that this Contract is being properly performed and administered.
(c) The requirement for, and participation in, audits does not in any way reduce the Health Services Manager's responsibility to perform its obligations in
(d) The Department may appoint an independent person to assist in or conduct audits on the Department's behalf. The Department will require its nominee to execute a confidentiality undertaking. Without limiting the Department's right to make such an appointment, the Department will consult with the Health Services Manager before it appoints a person to assist who is not the Auditor-General for the Commonwealth or a member of the staff of the Australian National Audit Office (as defined in section 40 of the Auditor-General Act 1997 (Cth)).
(e) Each Party must bear its own costs of any audits.
Conduct of Audits. Continental will cooperate with Xxxxxx’s reasonable requests for information to support Xxxxxx’s review of Continental’s compliance with the obligations of this Agreement, including [***]. Continental shall have the right, no more than once per year and upon reasonable notice, to have an independent third party auditor reasonably acceptable to Aurora and bound by industry standard confidentiality obligations reasonably acceptable to Aurora, review Xxxxxx’s business record to ensure that Aurora’s payment obligations under this Agreement, including the Per Mile Payments of Section 5, have been properly calculated. Xxxxxx will cooperate with Continental’s reasonable requests for information to support Continental review of Aurora’s compliance with the obligations of this Agreement.
Conduct of Audits. 18.1.1. All recommendations from audits conducted pursuant to this Restated Agreement shall be evaluated and reviewed by the E&OC, and those recommendations with which the E&OC Representatives unanimously agree shall be implemented by Western or Reclamation, as applicable. If a recommendation will not be fully implemented, Reclamation and Western agree to provide a written explanation to the E&OC for discussion, and such explanation shall specify the reasons for non-implementation. Any E&OC Representative may request a meeting, under the formal decision- making process pursuant to section 9 herein, to discuss any audit recommendation which Reclamation or Western does not plan to implement.
18.1.2. All audits shall be conducted in accordance with the generally accepted auditing standards and other established standards or guidelines.
18.1.3. Audit reports produced as a result of audits of the BCP shall be made available to and reviewed with Reclamation and Western before finalization. Reclamation and Western shall receive copies of the final audit report.
Conduct of Audits. Upon reasonable notification by Blueprint [***] and based on an audit scope agreed upon by the Parties, Blueprint or its representatives may conduct an audit of CStone, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by CStone or its Affiliates or Sublicensees to perform CStone’s obligations under any Global Development Plan or Territory-Specific Development Plan, in each case, to ensure that the applicable Global Clinical Trials and Territory-Specific Clinical Trials are conducted in compliance with the applicable Global Development Plan or Territory-Specific Development Plan, GCP, and Applicable Law and meet Blueprint’s global Clinical Trial standards provided by Blueprint from time to time during the Term. [***], Blueprint will provide CStone with a written summary of Blueprint’s findings of any deficiencies or other areas of remediation that Blueprint identifies during any such audit. CStone will use Commercially Reasonable Efforts to remediate any such deficiencies within [***] following CStone’s receipt of such report[***]. Without limiting the foregoing, CStone will have the right to be present at any such audit conducted by Blueprint pursuant to this Section 5.11.1 (Conduct of Audits) of any Sublicensees, Subcontractors, or Clinical Trial sites.
Conduct of Audits. Any third party auditor designated by AMO shall (i) not be engaged primarily in the business of providing information technology infrastructure support services, including deskside support, help desk, IMAC, hardware or software deployment, outsourcing or related consulting services (other than an accounting or auditing firm that has a separate business unit performing such services, provided that no employees or agents of that business unit are involved in such audit) and (ii) must execute a reasonable nondisclosure agreement with AMO that protects the Confidential Information of Vendor and contains provisions at least as stringent as those set forth in Article 21. Any audit conducted under this Agreement shall be conducted during normal business hours upon reasonable advance written notice; provided that Vendor shall not be required to make such records available for inspection more than once per year unless otherwise provided for under this Agreement or AMO requests in good faith more frequent inspections. In no event shall AMO have any access to the confidential information of Vendor’s other customers; provided that a nationally recognized third-party auditor may review redacted portions of such information (which exclude customer identifiable information) as reasonably necessary to conduct the audit and provided further that such auditor agrees in writing to reveal only the required results of such audit to AMO, to the extent the foregoing is not prohibited by the relevant customer agreement(s). Subject to the provisions of Section 20.04(2), any audit conducted pursuant to this Agreement shall be at the sole expense of AMO, and shall be subject to all of Vendor’s policies and reasonable instructions relating to safety, security and standards of appearance and conduct while on Vendor’s premises and shall be conducted expeditiously and in a manner designed to minimize, to the extent reasonably practicable, any interference with or disruption of the normal business operations of Vendor.
