Common use of Financial Audit Rights Clause in Contracts

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. Subject to the other terms of this Section 07.2, 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 07. 1. At the auditing Party’s request, the accountant shall be entitled to review the applicable records relating to the information described in Section 0 7.1 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 08. 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.