Financial Audit Rights. GW shall keep, and procure that its Affiliates keep, complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request and at its expense (except as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records of GW and its Affiliates for a given Contract Year and the correctness of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited not more frequently than once per Contract Year; (ii) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years prior to the Contract Year in which the audit request is made. In order to initiate an audit for a particular Contract Year, NOVARTIS must provide written notice to GW, which notice shall include one or more proposed dates for the audit and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. GW will reasonably accommodate the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes within thirty (30) days following receipt of such report. GW will provide NOVARTIS and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited to the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, throug...
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 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. 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. 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) 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.
(b) DOW shall keep and maintain at its principal executive office records relating to costs under the Development Plan (“DOW Records”). DOW Records shall be open to inspection by an independent certified public accountant, selected by SKINMEDICA and reasonably acceptable to DOW, at a mutually agreeable time during normal business hours within three (3) years after the termination of the calendar year to which such DOW Records relate. This audit right shall be exercised only once during any calendar year.
(c) The Party conducting the audit shall bear the expense of any such audit unless the audit reveals that errors have resulted which in the aggregate require payment by the audited Party in an amount equal to *** or more of the total amount due in any calendar year. In such event, the audited Party shall bear the reasonable costs of the audit and shall, not later than *** following delivery of a demand for payment from the other Party, pay any such amounts due.
(d) The terms of this Section 4.6 shall survive the expiration or termination of this Agreement for any reason.
Financial Audit Rights. SKINMEDICA shall keep and maintain records of all payments and proceeds which provide evidence supporting the calculation of royalties due to OSMOTICS under this Agreement (the “Records”). The Records shall be open to inspection by an independent certified public accountant selected by OSMOTICS and reasonably acceptable to SKINMEDICA at a mutually agreeable time during normal business hours *** after the termination of the calendar year to which such Records relate. This audit right may be exercised only once during any calendar year.
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. 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.
(i) a statement to verify that the Standard Cost is consistent or equivalent with ALLERGAN's internal standard cost; and
(ii) in circumstances where the Standard Cost or Recalculated Standard Cost charged by ALLERGAN has been determined by the auditor to have been higher than ALLERGAN's internal standard cost, disclosure of the actual standard cost. If such examination results in a determination that the Standard Cost or Recalculated Standard Cost has been overstated, amounts overpaid by GSK shall be refunded by ALLERGAN promptly. The fees and expenses of ALLERGAN's company appointed auditors for conducting the services set out in this Section 3.6 shall be paid by GSK unless the examination results in a determination that Standard Cost or Recalculated Standard Cost have been overstated, or that amounts have been overpaid by GSK, by more than *** for the period examined, in which case ALLERGAN shall pay all reasonable costs and expenses of such auditor.
