Financial Audit Rights. Osm Kft shall have the right, while this Agreement is in effect and for a period of twelve (12) months thereafter, to audit the accuracy of any payment obligations under this Agreement, including Price changes or invoices issued by Mallinckrodt in accordance herewith, which audits shall not be conducted more frequently than once per calendar year unless Osm Kft notifies Mallinckrodt that it has a good faith belief that Mallinckrodt has not calculated Prices accurately. Audits may be conducted only by an independent auditing firm (“Auditor”) retained by Osm Kft and agreed upon by Mallinckrodt, such agreement not to be unreasonably withheld. Osm Kft shall provide Mallinckrodt with thirty (30) days’ prior written notice of any audit. Records relevant to any audit shall be available for examination during regular business hours for a period of twelve (12) months after expiration or termination of this Agreement, or such other longer period as is required by Applicable Law. No records with respect to any particular period of time and subject to audit shall be examined on more than one occasion. The Auditor may examine Mallinckrodt5s records relating to this Agreement for the sole purpose of verifying the accuracy of any Price changes, payment obligations or invoices issued by Mallinckrodt hereunder. With regard to such calculations, the Auditor shall disclose to Osm Kft, with a copy to Mallinckrodt, only whether the Price or invoicing is correct or incorrect, and the amount of discrepancy, if any. If and to the extent Mallinckrodt is not in disagreement with some or all of the amounts reported by the Auditor to have been overcharged by Mallinckrodt, such amounts shall be refunded by Mallinckrodt to Osm Kft within sixty (60) calendar days from the accountant’s report. If, on the other hand, Mallinckrodt disagrees, reasonably and in good faith, with some or all of the conclusions set forth in any audit report issued by the Auditor, Mallinckrodt shall notify Osm Kft, in writing and within thirty (30) calendar days after Mallinckrodt’s receipt of any audit report, of the nature of its disagreement and the Parties thereafter shall attempt in good faith and for a period of thirty (30) calendar days (or for such longer period as the Parties may agree) to resolve such disagreement but if, within such time, they are unable to reach a resolution of all issues, any remaining issues in dispute shall be referred to a third party accounting firm with whom neither Party regul...
Financial Audit Rights. Subject to the other terms of this Section 0, at the request of either Party upon at least [***] prior written notice to the other Party, not more than [***], and at the expense of the requesting Party (except as otherwise provided herein), the other Party shall permit an independent certified public accountant reasonably selected by the requesting Party and reasonably acceptable to the other Party to inspect (during regular business hours) the relevant records required to be maintained by the other Party under Section 0. At the auditing Party’s request, the accountant shall be entitled to review the applicable records relating to the information described in Section 0 for the sole purpose of determining the correctness of such information. In every case the accountant must have previously entered into a confidentiality agreement with both Parties containing provisions substantially similar to the provisions of Article 0. Such independent accountant shall [***]. Results of any such review shall be made available to both Parties and shall be binding on both Parties. The cost of the audit shall be borne by the auditing Party, unless the audit reveals (a) an underpayment by Relypsa of any amounts due to Sanofi hereunder or (b) a deficiency in the number of Details reported by Sanofi to Relypsa, in each case ((a) and (b)), of at least [***] percent ([***]%) from the applicable amounts reported hereunder, in which case, in the case of clause (a), Relypsa shall bear the cost of such audit and, in the case of clause (b), Sanofi shall bear the cost of such audit. If such audit reveals a discrepancy in the amount paid by Relypsa to Sanofi hereunder (including as a result of the number of Details reported by Sanofi to Relypsa hereunder), Relypsa shall reimburse Sanofi for any underpayment and Sanofi shall reimburse Relypsa for any overpayment, as applicable, within [***] ([***]) days of the accountant’s determination.
Financial Audit Rights. Supplier will maintain records and accounting procedures sufficient to support invoices consistent with the process control requirements of Section 404 of the Xxxxxxxx- Xxxxx Act of 2002. Supplier's records pertaining to the performance of this Agreement, the relevant SA and/or PO may be subject, after reasonable notice and during normal business hours, to inspection and audit by TPI. Supplier will preserve and make available such records for two years from the later of (i) the conclusion of the term, or (ii) the final payment pursuant to this Agreement or any PO.
Financial Audit Rights. Supplier shall keep records in sufficient detail to enable Purchaser to verify Supplier’s claims for cost reimbursement under Section 2.4 above. Supplier shall permit said records to be inspected by Purchaser or an independent auditor selected by Purchaser, at Purchaser’s expense, upon at least twenty-four (24) hours notice, during regular business hours. Inspections conducted under this Section 6.2 shall be at Purchaser’s expense, unless a variation or error in Supplier’s calculations have produced an overcharge of three percent (3%) or more for the applicable audited period, in which case Supplier shall bear the reasonable expense of such audit.
Financial Audit Rights. During the Term and for [**] years after (or the length of time as may be required by applicable law, ordinance or regulation, whichever period is longer), SP shall maintain complete and accurate books and records, in accordance with generally accepted accounting and document retention principles, regarding its business operations relevant to the calculation of Fees and SP and SP Personnel’s compliance with this MSA. Upon GE’s request, SP shall make such books and records, and appropriate SP Personnel, available during normal business hours for inspection and audit by GE or an independent accounting firm, provided that GE shall: (a) give SP prior notice (reasonable under the circumstances) of any audit; (b) undertake an audit no more than once per calendar year except for good cause shown; and (c) conduct or cause to be conducted such audit in a manner designed to minimize disruption of SP’s normal business operations. GE may take copies and abstracts of materials audited [provided that such material is deemed Confidential Information of SP]. In case of any discrepancy, SP shall immediately, pay GE the amount of any overpayment revealed by the audit. Additionally, if an audit reveals an overbilling or over-reporting of [**] percent ([**]%) or more, then SP shall reimburse GE for the cost of the audit.
Financial Audit Rights. Subject to the other terms of this Section 5.4, at the request of either Party upon at least ten (10) business days’ prior written notice from the requesting Party to the other Party, and at the expense of the requesting Party (except as otherwise provided herein), the other Party shall permit an independent certified public * Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accountant reasonably selected by the requesting Party and reasonably acceptable to the other Party to inspect (during regular business hours) the relevant records required to be maintained by the other Party under this Section 5.4. At CV Therapeutics’ request, the accountant shall be entitled to review the then-preceding three (3) years of Solvay’s records under this Section 5 for purposes of (i) verifying CV Therapeutics’ compensation payments and cost of Samples, including verification of Solvay’s gross sales, Net Sales, Average Sales Price, Sample costs, and Solvay’s determination of numbers of Details and Samples provided by Solvay and its Affiliates under Section 3.4(e), or (ii) complying with the Xxxxxxxx-Xxxxx Act of 2002, as amended, including, but not limited to all United States Securities an Exchange Commission (SEC) rules and regulations relating thereto. At Solvay’s request, the accountant shall be entitled to review the then-preceding three (3) years of CV Therapeutics’ records under this Section 5 for purposes of verifying CV Therapeutics’ costs and expenses for Marketing and Promotion under this Agreement (except for Direct Detailing Expenses) and determination of numbers of Details provided by CV Therapeutics under Section 3.4(e). In every case the accountant must have previously entered into a confidentiality agreement with both Parties substantially similar to the provisions of Section 12 and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to this Section 5.4. Results of any such review shall be made available to both Parties and shall be binding on both Parties. If any review reveals a deficiency in the calculation of compensation payments resulting from any underpayment by Solvay, Solvay shall promptly pay CV Therapeutics the amount remaining to be paid (plus interest thereon at the rate provided in Section 4.2(d) above), and i...
Financial Audit Rights. (a) During the Term, Buyer and its authorized Representatives shall have the right, exercisable on reasonable notice to Seller of at least ten Business Days, to audit, examine, and make copies of, or extracts from, all financial and related records of Seller (in whatever form they may be kept, whether written, electronic, or other) during regular business hours relating only to the Buyer’s Purchaser Order and general compliance with the terms of this Agreement.
Financial Audit Rights. Unisys shall, and shall cause its Subcontractors to, provide to City (and City Auditors) access as described in Section 3.1 of this Exhibit for the purpose of performing audits and inspections related to the Parties’ performance and obligations under the Agreement to (i) examine the financial controls, processes, and procedures utilized by Unisys for such xxxxxxxx, (ii) verify that Unisys xxxxxxxx to City are true and correct, including the accuracy and completeness of charges and any pass-through expenses and out of pocket expenses, (iii) examine Unisys performance of its other financial and accounting obligations under the Agreement, and (iv) examine such billing data and records.
Financial Audit Rights. (a) SKINMEDICA shall keep and maintain at its principal executive offices records of all payments and proceeds which provide evidence supporting the calculation of royalties due to DOW under this Agreement (the “SKINMEDICA Records”). SKINMEDICA Records shall be open to inspection by an independent certified public accountant selected by DOW and reasonably acceptable to SKINMEDICA at a mutually agreeable time during normal business hours within three (3) years after the termination of the calendar year to which such SKINMEDICA Records relate. This audit right shall be exercised only once during any calendar year.
Financial Audit Rights. ALLERGAN shall permit its independent registered public accounting firm, who as of the Effective Date is Ernst & Young LLP, acting for GSK, to have access, no more than once in each calendar year during the term of this Supply Agreement, during regular business hours and upon at least thirty (30) days' written notice, to ALLERGAN's records and books only to the extent necessary to determine the accuracy of the Standard Cost or Recalculated Standard Cost (as the case may be). Any report provided by ALLERGAN's company appointed auditors to GSK shall, unless mutually agreed between the parties, be limited to: *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
