Common use of Financial Audits Clause in Contracts

Financial Audits. (a) Supplier will allow a Purchaser-appointed auditor to reasonably inspect (and, upon request, Supplier will furnish copies of) the books and records which Supplier is required to create or maintain under Section 7.01 for the purposes of evaluating and verifying the accuracy of and changes in the Tolling Fee. Any audit undertaken pursuant to this Section 7.03(a) shall be subject to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice of any such proposed audit; (ii) each such audit shall be conducted during normal working hours and shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) such audit shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section 7.03; provided, however, that if any such audit correctly identifies overpricing or overcharges (of any nature) by Supplier to Purchaser, any adjustments or payments owed to Purchaser shall be made by Supplier to Purchaser within a reasonable amount of time (not to exceed ninety (90) calendar days) from presentation of the audit findings to Supplier and Supplier shall also reimburse Purchaser for all reasonable costs and expenses incurred by Purchaser in connection with such audit inspection.

Financial Audits. (a) During the Audit Period Supplier will allow a Purchaser-appointed auditor to reasonably inspect (shall, and, upon request, Supplier will furnish copies of) if and to the books and records which Supplier is required to create or maintain under Section 7.01 extent the purpose for the purposes audit of evaluating and verifying the accuracy of and changes any Subcontractor cannot be reasonably satisfied, in the Tolling Feereasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to, provide to Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits, all to the extent relevant to the performance of Supplier’s obligations under this Agreement. Any audit undertaken pursuant to this Section 7.03(a) Such access shall be subject provided for the purpose of performing audits and inspections to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice verify the accuracy and completeness of any such proposed audit; Contract Records, (ii) each such audit shall be conducted during normal working hours verify the accuracy and shall take no longer than three (3) Business Dayscompleteness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) examine the financial controls, processes and procedures utilized by Supplier, (iv) examine Supplier’s performance of its other financial and accounting obligations, and (v) enable Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case (i) through (v) to the extent applicable to the Services and/or the Charges for such Services. Supplier shall (A) provide any assistance reasonably requested by Kraft or its designee in conducting any such audit, (B) make requested personnel, records and information available to Kraft or its designee, and (C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Supplier shall be performed by an internationally recognized independent auditor reasonably acceptable promptly pay to both Parties acting under Kraft the amount of such obligations overcharge, together with interest from the date of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during Supplier’s receipt of such overcharge at the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section 7.03; providedInterest Rate. In addition, however, that if any such audit correctly identifies overpricing or overcharges reveals an overcharge of more than two percent of the audited Charges in any Charges category, Supplier shall promptly reimburse Kraft for the actual cost of such audit (of including auditors’ fees). If any nature) such audit reveals an undercharge by Supplier in the Charges for a particular Charges category, Kraft shall promptly pay to Purchaser, any adjustments or payments owed to Purchaser shall be made by Supplier to Purchaser within a reasonable the amount of time (such undercharge, except to the extent the invoice for such undercharge is not to exceed ninety (90) calendar days) from presentation of the audit findings to Supplier and Supplier shall also reimburse Purchaser for all reasonable costs and expenses incurred permitted by Purchaser in connection with such audit inspectionSection 12.1.4.

Financial Audits. (a) Supplier will allow a Purchaser-appointed auditor Upon the written request of Urigen and not more than once in each calendar year, Imprimis shall permit an independent certified public accounting firm of nationally recognized standing selected by Urigen and reasonably acceptable to Imprimis, at Urigen’s expense, to have access during normal business hours to such of the financial records of Imprimis or its Affiliates as may be reasonably inspect (and, upon request, Supplier will furnish copies of) the books and records which Supplier is required necessary to create or maintain under Section 7.01 for the purposes of evaluating and verifying verify the accuracy of and changes in the Tolling Fee. Any audit undertaken pursuant to this Section 7.03(a) shall be subject royalty reports hereunder for the eight (8) calendar quarters immediately prior to the following conditions: date of such request (i) Supplier shall be given no less other than fifteen (15) Business Days’ prior notice of any such proposed audit; (ii) each such audit shall be records for which Urigen has already conducted during normal working hours and shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) such audit shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section. If such accounting firm concludes that additional amounts were owed during the audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date Urigen delivers to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses that the royalties payable by Imprimis for such period are more than one hundred ten percent (110%) of the royalties actually paid for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. Urigen shall cause its accounting firm to retain all financial information subject to review under this Section 7.034.6 in strict confidence; provided, however, that if any Imprimis shall have the right to require that such audit correctly identifies overpricing accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or overcharges (its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any nature) by Supplier to Purchaser, any adjustments or payments owed to Purchaser discrepancy. No other information shall be made by Supplier shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to Purchaser within a reasonable amount of time (not to exceed ninety (90) calendar days) from presentation of the audit findings to Supplier and Supplier shall also reimburse Purchaser any Third Party or use it for all reasonable costs and expenses incurred by Purchaser any purpose other than as specified in connection with such audit inspectionthis Section 4.6.

Financial Audits. During the Audit Period (a) as defined in Section 9.10(a)), Supplier will allow a Purchaser-appointed auditor to reasonably inspect (shall, and, upon request, Supplier will furnish copies of) the books and records which Supplier is required to create or maintain unless expressly approved otherwise by Triad under Section 7.01 for 9.12, shall cause its Subcontractors to, provide to Triad (and internal and external auditors, inspectors, regulators and other representatives that Triad may designate from time to time, including customers, vendors, licensees and other third parties to the purposes of evaluating extent Triad or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities and verifying the accuracy of and changes in the Tolling Fee. Any audit undertaken pursuant provided such representatives shall agree to this Section 7.03(a) shall be subject to Supplier’s reasonable and generally applicable confidentiality and reasonable security requirements) access at reasonable hours to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits, all to the following conditions: extent relevant to the performance of Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice verify the accuracy and completeness of any such proposed audit; Contract Records, (ii) each such audit shall be conducted during normal working hours verify the accuracy and shall take no longer than three (3) Business Dayscompleteness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) examine the financial controls, processes and procedures utilized by Supplier, and (iv) enable Triad and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Supplier shall (A) provide any assistance reasonably requested by Triad or its designee in conducting any such audit, (B) make requested personnel, records and information available to Triad or its designee, and (C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit shall be performed by an internationally recognized independent auditor reasonably acceptable (excluding the installing and operating of audit software to both Parties acting under the extent such obligations software is likely to adversely impact Supplier or the performance of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section 7.03; provided, however, that if Services). If any such audit correctly identifies overpricing or overcharges (of any nature) reveals a net overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Supplier shall promptly pay to Purchaser, any adjustments or payments owed to Purchaser shall be made by Supplier to Purchaser within a reasonable Triad the amount of time (not to exceed ninety (90) calendar dayssuch net overcharge plus interest at the rate provided in Section 12.2(b) from presentation the date of overcharge. [**]. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the audit findings to Supplier and Supplier shall also reimburse Purchaser for all reasonable costs and expenses incurred by Purchaser in connection with such audit inspectionSecurities Exchange Act of 1934, as amended.

Financial Audits. Alimera shall keep, and shall cause its Affiliates, and Sublicensees to keep, full and accurate records and books of account containing information that may be necessary for the purpose of calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Sales, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera. Such books of account, records and reports, with all necessary supporting data, shall be kept by Axxxxxx at its place of business for the [***] following the end of the Calendar Year to which each shall pertain. Alimera shall permit an independent accounting firm selected by ExxXxxxx and reasonably acceptable to Axxxxxx (a) Supplier will allow the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have 36 access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Axxxxxx’s reports of Net Sales, Gross Revenues, and Royalties as provided herein. Such Audit Firm may be required by Axxxxxx to enter into a Purchaser-appointed auditor commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to reasonably inspect (and, upon request, Supplier will furnish copies of) EyePoint any information from the books and records of Alimera or its Affiliates to which Supplier is required such Audit Firm has access during the course of such audit other than such information as it relates to create or maintain under Section 7.01 for the purposes of evaluating and verifying the accuracy of the reports and changes in the Tolling Feecalculation of payments made or due hereunder. Any audit undertaken pursuant to this Section 7.03(a) shall be subject to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice of any All such proposed audit; (ii) each such audit verifications shall be conducted during normal working hours at the expense of EyePoint and not more than [***] in each Calendar Year. The Audit Firm shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) such audit submit its final written report to both Parties. [***]. EyePoint shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during responsible for the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs fees, and expenses incurred in connection associated with any audit under this Section 7.03; the audit, provided, however, that if any such the audit correctly identifies overpricing concludes that an adjustment of [***] or overcharges (more of any nature) the aggregate amount paid or payable by Supplier Axxxxxx to PurchaserEyePoint during the relevant period is due in EyePoint’s favor, any adjustments or payments owed to Purchaser then Axxxxxx shall be made responsible for the reasonable fees, costs, and expenses charged by Supplier the Audit Firm. An audit under this Section 6.9 shall be limited to Purchaser within a reasonable amount the records and books of time (account for any Calendar Year ending not to exceed ninety (90) calendar days) from presentation more than [***] before the date of the audit findings request. The Parties agree that all information subject to Supplier review under this Section 6.9 is confidential and Supplier that EyePoint shall also reimburse Purchaser for cause its accounting firm to retain all reasonable costs and expenses incurred by Purchaser in connection with such audit inspectioninformation subject to the confidentiality restrictions of ARTICLE 7.

Financial Audits. (a) Supplier Erasca agrees to keep and procure its Affiliates and Sublicensees to keep complete and accurate records for a minimum period of [***] (or such other longer period as required under Applicable Law) after the conclusion of the Calendar Year in which the relevant payment is owed pursuant to this Agreement, setting forth the sales and other disposition of the Product sold or otherwise disposed of in sufficient detail to enable royalties payable to Medshine hereunder to be determined. Erasca will allow a Purchaser-appointed auditor require its Sublicensees to reasonably inspect provide information to Erasca to enable Medshine to exercise its rights with respect to such information in connection with any audit of Erasca or its Affiliate. (andb) Xxxxxx further agrees, upon requestnot less than [***] days prior written notice, Supplier will furnish copies ofto permit (or cause to be permitted) the books and records which Supplier is required of itself and its Affiliates relating to create or maintain the Product to be examined by an independent accounting firm selected by Medshine and reasonably acceptable to Erasca for the purpose of verifying reports provided by Erasca under Section 7.01 4.4(d). Such audit shall not be performed more frequently than [***] in any [***] or [***] with respect to any reporting period and not go back more than [***] preceding the current year, and shall be conducted under appropriate confidentiality provisions, and for the purposes sole purpose of evaluating and verifying the accuracy and completeness of all financial, accounting and changes in the Tolling Feenumerical information and calculations provided under Section 4.4(d). Any audit undertaken pursuant The independent accounting firm shall have reasonable access, on reasonable notice and during Erasca’s and its Affiliates’ normal business hours, to this Section 7.03(a) shall be subject individuals, records and responses to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice of any such proposed audit; (ii) each such audit shall be conducted during normal working hours and shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser questions from auditors in a timely fashion; manner. The independent accounting firm will disclose to Medshine only whether the payments made under this Agreement were accurate and (iii) such audit shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoicedspecific details concerning any discrepancies. (c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section 7.03; provided, however, that if any such audit correctly identifies overpricing or overcharges (of any nature) by Supplier Such examination is to Purchaser, any adjustments or payments owed to Purchaser shall be made by Supplier to Purchaser within a reasonable amount at the expense of time (not to exceed ninety (90) calendar days) from presentation Medshine, except if the results of the audit findings reveal an underpayment of royalties, milestones, or other payments to Supplier and Supplier Medshine under this Agreement of the greater of [***] or more in any Calendar Year, in which case reasonable audit fees for such examination shall also reimburse Purchaser for all reasonable costs and expenses incurred be paid by Purchaser in connection with Xxxxxx. (d) If such audit inspectiondiscovers any underpayment or overpayment, such amount shall be paid or refunded (as the case may be) within [***] after the accounting firm’s report, plus interest (as set forth in Section 4.7(a)) from the original due date if such underpayment or overpayment resulted from a discrepancy in the financial report provided by the Party that is required to make such additional payment or refund.

Financial Audits. Alimera shall keep, and shall cause its Affiliates, and Sublicensees to keep, full and accurate records and books of account containing information that may be necessary for the purpose of calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Sales, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera. Such books of account, records and reports, with all necessary supporting data, shall be kept by Axxxxxx at its place of business for the [***] following the end of the Calendar Year to which each shall pertain. Alimera shall permit an independent accounting firm selected by ExxXxxxx and reasonably acceptable to Axxxxxx (a) Supplier will allow the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Axxxxxx’s reports of Net Sales, Gross Revenues, and Royalties as provided herein. Such Audit Firm may be required by Axxxxxx to enter into a Purchaser-appointed auditor commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to reasonably inspect (and, upon request, Supplier will furnish copies of) EyePoint any information from the books and records of Alimera or its Affiliates to which Supplier is required such Audit Firm has access during the course of such audit other than such information as it relates to create or maintain under Section 7.01 for the purposes of evaluating and verifying the accuracy of the reports and changes in the Tolling Feecalculation of payments made or due hereunder. Any audit undertaken pursuant to this Section 7.03(a) shall be subject to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice of any All such proposed audit; (ii) each such audit verifications shall be conducted during normal working hours at the expense of EyePoint and not more than [***] in each Calendar Year. The Audit Firm shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) such audit submit its final written report to both Parties. [***]. EyePoint shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require. (b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during responsible for the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced. (c) Purchaser shall bear all costs fees, and expenses incurred in connection associated with any audit under this Section 7.03; the audit, provided, however, that if any such the audit correctly identifies overpricing concludes that an adjustment of [***] or overcharges (more of any nature) the aggregate amount paid or payable by Supplier Axxxxxx to PurchaserEyePoint during the relevant period is due in EyePoint’s favor, any adjustments or payments owed to Purchaser then Axxxxxx shall be made responsible for the reasonable fees, costs, and expenses charged by Supplier the Audit Firm. An audit under this Section 6.9 shall be limited to Purchaser within a reasonable amount the records and books of time (account for any Calendar Year ending not to exceed ninety (90) calendar days) from presentation more than [***] before the date of the audit findings request. The Parties agree that all information subject to Supplier review under this Section 6.9 is confidential and Supplier that EyePoint shall also reimburse Purchaser for cause its accounting firm to retain all reasonable costs and expenses incurred by Purchaser in connection with such audit inspectioninformation subject to the confidentiality restrictions of ARTICLE 7.