Expense Records and Audit Clause Samples

Expense Records and Audit. Each Party shall track its expenses incurred in conducting activities relating to the Collaboration Trials. Each Party shall keep complete, true and accurate books of account and records for the purpose of determining the reimbursement of its expenses under this Agreement. Such books and records shall be kept for at least [**] years following the end of the calendar quarter to which they pertain. Each Party shall, and shall cause its Affiliates, maintain such books and records open for inspection by an independent public accounting firm of national prominence selected by the auditing Party and acceptable to the other Party to have access during normal business hours as may be reasonably necessary for the sole purpose of auditing such expenses. Such inspections shall be made no more than [**] each calendar year and no more than [**] after completion of all of the Collaboration Trials, at reasonable times and on reasonable notice. Inspections conducted under this Section 7.4 shall be at the expense of the auditing Party unless a variation or error producing a difference of [**] percent ([**]%) or more between the audited Party’s expenses reimbursed by the other Party and the actual amount due is discovered, whereupon all costs relating to the inspection for such period shall be paid promptly by the audited Party. In any event, any overage (plus Interest) that is discovered shall be paid promptly by the audited Party.