Financial Records and Audits Sample Clauses

Financial Records and Audits. 7.6.1. Licensee shall, and shall cause its Affiliates to, keep such full, true and accurate books of account as may be necessary for the purpose of showing the amounts payable to POZEN hereunder, including records relating to Net Sales. 7.6.2. The books of account required to be maintained under Section 7.6.1 shall be kept at Licensee’s principal place of business. Such books and the supporting data shall be available, at reasonable times and upon reasonable notice during the Term of this Agreement and for at least three (3) years following the end of the year in which the Agreement is terminated, for inspection by an independent certified public accounting firm of internationally recognized standing (the “Auditor”) selected by POZEN and reasonably acceptable to Licensee, for the purpose of verifying Licensee’s Royalty Reports. Such examinations may not (a) be conducted for any Calendar Quarter more than three (3) years after the end of such Calendar Quarter, (b) be conducted more than once in any twelve (12) month period or (c) be repeated for any Calendar Quarter. The Auditor shall disclose to the Parties only whether the reported amounts and any corresponding payments are correct or incorrect and the specific details concerning any discrepancies. Any information disclosed by Licensee to the Auditor shall be deemed Confidential Information under this Agreement, and subject the provisions of Section 12 (Confidentiality). 7.6.3. POZEN shall bear the full cost of the Auditor who is conducting an audit pursuant to this Section 7.6 (Financial Records and Audits) unless such audit reveals an underpayment of the amount owed to POZEN during the applicable Calendar Year of more than [* * *] percent ([* * *]%), in which case Licensee shall bear such cost. Any amounts determined to be owed but unpaid by the Auditor shall be paid within thirty (30) Business Days from delivery of the Auditor’s report, plus interest from the original due date as set forth in Section 7.5.2 (Late Payments). Any amounts determined to be overpaid shall be refunded by POZEN within thirty (30) days from delivery of the Auditor’s report.

Financial Records and Audits. (a) Flamel's Right to Audit. Flamel, at its own cost, through an independent auditor reasonably acceptable to GSK, may inspect and audit the records of GSK pertaining to the sale of Product and any estimated or actual royalties due to Flamel under Section 3.3. GSK shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to any such set of records more often than once each calendar year, or more than three (3) years after the date of any report to be audited, and the auditors shall report to Flamel only the amount of royalty due, based on good faith estimates of Net Sales. Flamel shall provide GSK with written notice of its election to inspect and audit the records related to the royalty due hereunder not less than thirty (30) days prior to the proposed date of review of GSK's records by Flamel's auditors. GSK shall maintain sufficient records to permit the inspection and auditing permitted hereunder for three (3) years after the date of each respective reporting period. GSK shall prepare its records and reports according to the generally accepted accounting principles of the United Kingdom. The auditor's review shall be limited to determining whether a good faith estimate was used in the royalty calculation, and shall not be based upon whether such estimate was, in fact subsequently determined to be less than the actual Net Sales. Should the auditor find any underpayment of royalties paid as a result of such quarterly estimates not being conducted in good faith, GSK shall promptly pay Flamel the amount of such underpayment, plus interest at the rate of [***] per month or portion thereof on the amount of any underpayment from the date payment was due, and shall reimburse Flamel for the cost of the audit should such underpayment equal or exceed [***] of royalties paid during the time period audited. Should the auditor find any underpayment of royalties based upon the reconciled annual Net Sales, GSK shall promptly pay Flamel the amount of such underpayment, plus interest at the rate of [***] per month or portion thereof on the amount of any underpayment from the date payment was due, and shall reimburse Flamel for the cost of the audit should such underpayment equal or exceed [***] of royalties paid during the time period audited.

Financial Records and Audits. (a) MSKCC shall keep complete and accurate records pertaining to Sponsor Funding received by it in sufficient detail to permit Sponsor to confirm the expenditures of any and all such funds in connection with the Joint Clinical Development, and shall [***] provide a written report to Sponsor and the CSOG detailing expenditures in the prior [***] period. MSKCC shall maintain its financial records for no less than [***] years after the time period(s) to which such records relate. (b) Not more than [***], Sponsor may engage an independent certified public accountant selected by MSKCC, reasonably acceptable to MSKCC, to perform an audit of the books and records of MSKCC related to this Master Clinical Trials Agreement during normal business hours to verify the accuracy of the Sponsor Funding reports furnished by MSKCC and to confirm payments made hereunder with respect to any quarterly period ending not more than [***] months prior to the date of such request. Sponsor shall [***] of inspections conducted under this Section 3.7. (c) If an audit indicates that any prior report on Sponsor Funding is incorrect for any reason, Sponsor shall promptly notify MSKCC, and provide a written explanation of the error and a calculation of the amount due and payment of the amount due. Within [***] days, MSKCC shall repay such amount to Sponsor. (d) If any audit of Sponsor Funding incurred by MSKCC identifies any apparent discrepancies, the parties shall discuss any such apparent discrepancies in good faith to clarify and resolve such matter. If the parties are unable to reach agreement on any such matter, [***].

Financial Records and Audits. BI shall keep accurate and complete records of all financial information needed to calculate Net Sales and/or any payments due to Zealand Pharma under this Agreement. BI shall at any given moment retain records relating to Net Sales and/or any payments made to Zealand Pharma during the three (3) preceding calendar years. At Zealand Pharma’s request, such records shall be made available for inspection, review and audit, once a calendar year, during normal business hours and with reasonable advance written notice to BI, by an independent certified public accountant appointed by Zealand Pharma and reasonably acceptable to BI for the purpose of verifying the accuracy of the accounting reports and payments pursuant to this Agreement and report to Zealand Pharma the findings (but not the underlying data) of said examination of records as are necessary to evidence that BI has complied with its payment and other financial obligations under Article 12 of this Agreement. A copy of any report provided to Zealand Pharma by the independent accountant shall be given concurrently to BI. Zealand Pharma may perform such an audit no more than once per calendar year. Zealand Pharma shall be responsible for all costs and expenses incurred in performing any such audit unless the audit discloses at least a five percent (5%) shortfall, in which case BI shall bear the full cost of the audit. Zealand Pharma shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 12.12 above. If said examination of records reveals any overpayment(s) by BI, then Zealand Pharma shall credit the amount overpaid against BI’s future royalty payment(s). [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.

Financial Records and Audits. Children’s Council agrees to comply with the requirements of the OEWD grant and/or other funding sources and will uphold reporting and programming requirements. LPC will provide necessary reports and paperwork needed to sustain the expectations of reporting and auditing as it pertains to funder requirements. Failure of either party to meet funder requirements could lead to termination of the grant and/or funding for another year. Children’s Council and LPC are committed to maintaining frequent meetings to complete necessary reporting.

Financial Records and Audits. BI shall keep accurate and complete records of all financial information needed to calculate Net Sales and/or any payments due to Vitae under this Agreement, including, but not limited to, all such records for the BI Group. BI shall retain records relating to Net Sales and/or any payments made to Vitae during the three (3) preceding calendar years. At Vitae’s request such records shall be made available for inspection, review and audit, during normal business hours and with reasonable advance notice to BI, by an independent certified public accountant, or the local equivalent, appointed by Vitae and reasonably acceptable to BI for the purpose of verifying the accuracy of the BI Group’s accounting reports and payments pursuant to this Agreement and report to Vitae the findings (but not the underlying data) of said examination of records as are necessary to evidence that BI has complied with its payment and other financial obligations under Section 9 of this Agreement. A copy of any report provided to Vitae by the accountant shall be given concurrently to BI. Vitae may perform such an audit no more than once per calendar year. Vitae shall be responsible for all costs and expenses incurred in performing any such audit unless the audit discloses at least a five percent (5%) shortfall, in which case BI shall bear the full cost of the audit. Vitae shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 9.14. If said examination of records reveals any overpayment(s) of royalties, then Vitae shall credit the amount overpaid against BI’s future royalty payment(s).

Financial Records and Audits. The City shall have the right, but not the obligation, at any time to inspect, copy and/or have an audit performed of the books, accounts and records regarding sales tax collected and paid during the term of this Agreement and for any purpose permitted by law.

Financial Records and Audits. (a) OpenBiome will maintain, and will cause its Affiliates and Sublicensees to maintain, complete and accurate records in sufficient detail to permit Xxxxx to confirm the accuracy of the amount of Royalty Payments and other amounts payable under this Agreement. OpenBiome will maintain, and will cause its Affiliates and its Sublicensees to maintain, such records for [***]. (b) At Xxxxx’x request, OpenBiome will permit an independent certified public accounting firm of nationally recognized standing (such firm to be mutually agreed upon by the Parties in good faith), to examine, at Xxxxx’x sole expense and upon at least [***] prior written notice, the relevant books and records of OpenBiome, its Affiliates and its Sublicensees as may be reasonably necessary to verify the amounts reported by OpenBiome in accordance with Section 3.2.1 and all other amounts payable under this Agreement. An examination by Xxxxx under this Section 3.2.5(b) will be subject to standard confidentiality obligations, will occur not more than once in any Calendar Year, and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] before the date of the request. The accounting firm will be provided access to such books and records at OpenBiome’s, its Affiliates’ or its Sublicensees’ facility(ies) where such books and records are normally kept and such examination will be conducted during OpenBiome’s or its applicable Affiliate’s or Sublicensee’s normal business hours and without undue business interruption to OpenBiome, its Affiliates or its Sublicensees. OpenBiome or any of its Affiliates or Sublicensees may require such accounting firm to enter into a reasonable confidentiality agreement with it prior to the start of any such examination. [***]. (c) If such accounting firm concludes that additional amounts were due to Xxxxx, then OpenBiome will pay to Xxxxx such additional amounts within [***] of the date OpenBiome receives such accountant’s written report. If such accounting firm concludes that OpenBiome made payments to Xxxxx under this Agreement in excess of the amounts due under this Agreement, then Xxxxx will refund such overpayments to OpenBiome, within [***] of the date Xxxxx receives such accountant’s report.

Financial Records and Audits. (a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds, the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project. (b) The Recipient shall keep accounts and records described under section 17.2(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. 200.301–200.303, 2 C.F.R. part 200, subpart F, and title 23, United States Code, and will facilitate an effective audit in accordance with 31 U.S.C. 7501–7506. (c) The Recipient shall separately identify expenditures under the fiscal year 2022 SS4A grants program in financial records required for audits under 31 U.S.C. 7501–7506. Specifically, the Recipient shall: (1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. part 200, subpart F, including “FY 2022” in the program name; and (2) list expenditures under that program on a separate row under Part II, Item 1 (“Federal Awards Expended During Fiscal Period”) of Form SF-SAC, including “FY 2022” in column c (“Additional Award Identification”).

Financial Records and Audits. (a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds, the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project. (b) The Recipient shall keep accounts and records described under Section 10.3(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. 200.301–200.303 and 2 C.F.R. 200 Subpart F and will facilitate an effective audit in accordance with the Single Audit Act Amendments of 1996, 31 U.S.C. §§ 7501–7506. (c) The Recipient shall make available to MARAD and the Comptroller General of the United States any books, documents, papers, and records of the Recipient that are related to this award for the purpose of audit and examination. (d) If an independent audit is made of the accounts of a Recipient relating to the Project or this award, the Recipient shall file a certified copy of that audit with the Comptroller General of the United States not later than six months following the close of the fiscal year for which the audit was made. (e) The Recipient shall separately identify expenditures under the FY 2020 America’s Marine Highway Grants program in financial records required for audits under Single Audit Act Amendments of 1996, 31 U.S.C. §§ 7501–7506. Specifically, the Recipient shall: (1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. 200 Subpart E, including “FY 2020” in the program name; and (2) list expenditures under that program on a separate row under Part II, Item 1 (“Federal Awards Expended During Fiscal Period”) of Form SF-SAC (March 25, 2019), including “FY 2020” in column c (“Additional Award Identification”).