Common use of Financial Records and Audits Clause in Contracts

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. Zai shall (aand shall ensure that its Affiliates and Sublicensees will) Flamel's Right maintain complete and accurate records in accordance with GAAP and in sufficient detail to Auditpermit Entasis to confirm the accuracy of Net Sales and royalty payments due under this Agreement. FlamelUpon no less than [*] prior notice, at its own costsuch records shall be open for examination, through during regular business hours, for a period of [*] from the creation of individual records, and not more often than [*], by an independent auditor certified public accountant selected by Entasis and reasonably acceptable to GSKZai, may inspect for the sole purpose of verifying for Entasis the accuracy of the Net Sales and audit the records of GSK pertaining to the sale of Product and any estimated or actual royalties due to Flamel royalty reports provided by Zai under Section 3.3. GSK shall provide such auditors with access to the records during reasonable business hoursthis Agreement. 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 auditor 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 enter into a good faith estimate was used in the royalty calculationreasonable non-disclosure agreement, and shall not be based upon whether disclose Zai’s Confidential Information to Entasis or to any Third Party, except to the extent such estimate was, in fact subsequently determined disclosure is necessary to be less than verify the actual Net Sales. Should accuracy of 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 financial reports furnished by Zai or the amount of payments by Zai under this Agreement. Entasis shall bear the cost of such underpaymentaudit unless such audit reveals an underpayment by Zai of more than [*] of the amount actually due for the time period being audited, in which case Zai shall reimburse Entasis for the costs of such audit. Zai shall pay to Entasis any underpayment discovered by such audit within [*] after the accountant’s report, 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 original due date. In the event that such audit reveals an overpayment by Zai for the cost of the audit should such underpayment equal or exceed [***] of royalties paid during the time period being audited, then Zai may offset such overpayment against any future amounts owed to Entasis under this Article 9. Should Zai shall include in each relevant sublicense granted by it a provision requiring the auditor find any underpayment Sublicensee to maintain records of royalties based upon sales of Licensed Products made pursuant to such sublicense and to grant access to such records to the reconciled annual Net Sales, GSK shall promptly pay Flamel same extent and under the amount same obligations as required 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 auditedZai under this Agreement.

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 Licensee 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 auditedmaintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records in sufficient detail to permit Verastem to confirm the auditors shall report to Flamel only accuracy of the amount of royalty duepayments and other amounts payable under this Agreement, based on good faith estimates in accordance with GAAP or International Financial Reporting Standards, consistently applied. Upon at least [* * *] days’ prior written notice, Licensee will permit an independent certified public accountant of Net Salesinternationally recognized standing selected by Verastem and reasonably acceptable to Licensee, to have access during regular business hours to such records for the purpose of verifying for Verastem the accuracy of the financial reports furnished by Licensee pursuant to this Agreement or of any payments made, or required to be made by Licensee, pursuant to this Agreement. Flamel Such audits shall provide GSK with written notice of its election not occur more often than [* * *]. Such accountant shall execute a suitable confidentiality agreement reasonably acceptable to inspect and audit the records related to the royalty due hereunder not less than thirty (30) days Licensee 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 calculationconducting such audit, and shall not be based upon whether disclose Licensee’s Confidential Information to Verastem, except to the extent such estimate was, in fact subsequently determined disclosure is necessary to be less than verify the actual Net Sales. Should accuracy of 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 financial reports furnished by Licensee or the amount of such underpaymentpayments by Licensee under this Agreement. Licensee will pay any amounts shown to be owed to Verastem but unpaid within [* * *] days after the accountant’s report, plus interest at (as set forth in Section 7.5) from the rate original due date. Verastem shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee of more than [*** * *] per month or portion thereof on percent ([* * *] %) of the amount of any underpayment from the date payment was due, and shall reimburse Flamel actually due for the cost of the audit should such underpayment equal or exceed [***] of royalties paid during the time period being audited, in which case Licensee [* * *]. Should the auditor find The right to audit any underpayment of royalties based upon the reconciled annual Net Sales, GSK records underlying any royalty report or supporting any other amount payable under this Agreement shall promptly pay Flamel the amount of such underpayment, plus interest at the rate of extend for [*** * *] per month or portion thereof on the amount of any underpayment years from the date payment was due, and shall reimburse Flamel for the cost end of the audit should Calendar Year in which a royalty report was delivered or such underpayment equal or exceed [***] of royalties paid during the time period auditedamount was paid, respectively.

Financial Records and Audits. Zai shall (aand shall ensure that its Affiliates and Sublicensees will) Flamel's Right maintain complete and accurate records in accordance with GAAP and in sufficient detail to Auditpermit Entasis to confirm the accuracy of Net Sales and royalty payments due under this Agreement. FlamelUpon no less than [********] prior notice, at its own costsuch records shall be open for examination, 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 regular 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 period of [********] per month from the creation of individual records, and not more often than [********], by an independent certified public accountant selected by Entasis and reasonably acceptable to Zai, for the sole purpose of verifying for Entasis the accuracy of the Net Sales and royalty reports provided by Zai under this Agreement. Such auditor shall enter into a reasonable non-disclosure agreement, and shall not disclose Zai’s Confidential Information to Entasis or portion thereof on to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of any underpayment from the date payment was due, and payments by Zai under this Agreement. Entasis shall reimburse Flamel for bear the cost of the such audit should unless such audit reveals an underpayment equal or exceed by Zai of more than [********] of royalties paid during the amount actually due for the time period being audited, in which case Zai shall reimburse Entasis for the costs of such audit. Should the auditor find Zai shall pay to Entasis any underpayment of royalties based upon the reconciled annual Net Sales, GSK shall promptly pay Flamel the amount of discovered by such underpayment, plus interest at the rate of audit within [***] 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 after the accountant’s report, plus interest from the original due date. In the event that such audit reveals an overpayment by Zai for the time period being audited, then Zai may offset such overpayment against any future amounts owed to Entasis under this Article 9. Zai shall include in each relevant sublicense granted by it a provision requiring the Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense and to grant access to such records to the same extent and under the same obligations as required of Zai under this Agreement.

Financial Records and Audits. Licensee shall maintain complete and accurate records in sufficient detail to permit Licensor to confirm the accuracy of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be open for examination during regular business hours for a period beginning on the Original Agreement Effective Date until five (a5) Flamel's Right to Audit. Flamelyears from the termination or expiry of this Agreement, at its own costLicensor’s expense, 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 yearCalendar Year, by an independent certified public accounting firm selected by Licensor, and for the sole purpose of verifying the accuracy of the royalty reports furnished by Licensee under this Agreement or any royalty payments made, or more than three (3) years after the date of any report required to be auditedmade, and the auditors by Licensee under this Agreement. Any such accounting firm shall report not disclose Licensee’s Confidential Information to Flamel only the amount of royalty dueLicensor, 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 except to the extent such disclosure is necessary to verify the accuracy of the royalty due hereunder not less than reports furnished by Licensee or the royalty payments under this Agreement. If such audit reveals any underpayment, Licensee shall pay such amount within 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 underpaymentaccountant’s report, plus interest at (as set forth in Section 9.7 (Late Payments)) from the rate original due date (unless challenged in good faith by Licensee, in which case any dispute with respect thereto shall be resolved in accordance with Section 15.4 (Arbitration of [***] per month Claims)). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or portion thereof on promptly refunded to Licensee, if there is no future royalty payment due). Licensor shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee of more than five percent (5%) of the amount of any underpayment from actually due for the date payment was dueaudited time period, and in which case Licensee shall reimburse Flamel Licensor for the cost of the audit should costs for 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 auditedaudit.

Financial Records and Audits. Licensee shall maintain complete and accurate records in sufficient detail to permit Licensor to confirm the accuracy of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be open for examination during regular business hours for a period beginning on the Effective Date until five (a5) Flamel's Right to Audit. Flamelyears from the termination or expiry of this Agreement, at its own costLicensor’s expense, 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 yearCalendar Year, by an independent certified public accounting firm selected by Licensor, and for the sole purpose of verifying the accuracy of the royalty reports furnished by Licensee under this Agreement or any royalty payments made, or more than three (3) years after the date of any report required to be auditedmade, and the auditors by Licensee under this Agreement. Any such accounting firm shall report not disclose Licensee’s Confidential Information to Flamel only the amount of royalty dueLicensor, 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 except to the extent such disclosure is necessary to verify the accuracy of the royalty due hereunder not less than reports furnished by Licensee or the royalty payments under this Agreement. If such audit reveals any underpayment, Licensee shall pay such amount within 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 underpaymentaccountant’s report, plus interest at (as set forth in Section 9.7 (Late Payments)) from the rate original due date (unless challenged in good faith by Licensee, in which case any dispute with respect thereto shall be resolved in accordance with Section 15.4 (Arbitration of [***] per month Claims)). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or portion thereof on promptly refunded to Licensee, if there is no future royalty payment due). Licensor shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee of more than five percent (5%) of the amount of any underpayment from actually due for the date payment was dueaudited time period, and in which case Licensee shall reimburse Flamel Licensor for the cost of the audit should costs for 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 auditedaudit.

Financial Records and Audits. (a) Flamel's Right Barinthus Bio shall keep, and shall require its Affiliates to Auditkeep, accurate records pertaining to all Net Income, Net Sales and Net Revenue received by Barinthus Bio and its Affiliates. FlamelIf requested by CEPI, and at its own CEPI’s reasonable cost, through once annually upon reasonable prior notice, Barinthus Bio agrees to an independent auditor external audit firm appointed by CEPI, reasonably acceptable to GSKBarinthus Bio, may inspect conducting an audit with respect to all amounts owed to CEPI pursuant to this Agreement, including in respect of the calculation of Net Income, Net Sales and Net Revenue and associated payments to CEPI, in accordance with ISA800 and/or ISA805 and like standards and provide CEPI with an 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 hoursreport. Such access need not inspections shall be given to any such set of records more often than once each calendar yearconducted during normal operating hours, 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 advance 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 least [***] per month or portion thereof on dates and at such times as reasonably agreed by CEPI and Barinthus Bio, in a reasonable manner and in a manner to minimise disruption to Barinthus Bio’s activities. The receiving Party shall treat all information subject to review under this Clause 15.1.7 in accordance with the amount confidentiality provisions of Clause 18. CEPI shall cause any underpayment from auditor pursuant to this Clause 15.1.7 to enter into a reasonably acceptable confidentiality agreement with Barinthus Bio obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. CEPI shall disclose to Barinthus Bio the date payment was dueaudit report, and, to the extent that it is in CEPI’s possession, any calculations and workings underlying it, and shall reimburse Flamel for give Barinthus Bio an opportunity to discuss the cost of report with CEPI and the audit should such firm. Absent manifest error or fraud, the audit report shall be binding on both Parties. Barinthus Bio promptly pay any shortfall to CEPI, and CEPI shall promptly repay any overpayment, and if the report finds an underpayment equal or exceed by Sensitivity: Official Use 33 Barinthus Bio of more than [***] of royalties paid during Barinthus Bio shall pay the time period auditedreasonable fees and expenses charged by the audit firm. Should Otherwise 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 costs of the audit should such underpayment equal firm shall be payable by CEPI. If either Party challenges the audit report on the basis of manifest error or exceed [***] of royalties paid during fraud, the time period auditedmatter shall be dealt with under Clause 20 (Resolving Differences).

Financial Records and Audits. (a) Flamel's Right Barinthus Bio shall keep, and shall require its Affiliates to Auditkeep, accurate records pertaining to all Net Income, Net Sales and Net Revenue received by Barinthus Bio and its Affiliates. FlamelIf requested by CEPI, and at its own CEPI’s reasonable cost, through once annually upon reasonable prior notice, Barinthus Bio agrees to an independent auditor external audit firm appointed by CEPI, reasonably acceptable to GSKBarinthus Bio, may inspect conducting an audit with respect to all amounts owed to CEPI pursuant to this Agreement, including in respect of the calculation of Net Income, Net Sales and Net Revenue and associated payments to CEPI, in accordance with ISA800 and/or ISA805 and like standards and provide CEPI with an 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 hoursreport. Such access need not inspections shall be given to any such set of records more often than once each calendar yearconducted during normal operating hours, 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 advance 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 least [***] per month or portion thereof on dates and at such times as reasonably agreed by CEPI and Barinthus Bio, in a reasonable manner and in a manner to minimise disruption to Barinthus Bio’s activities. The receiving Party shall treat all information subject to review under this Clause 15.1.7 in accordance with the amount confidentiality provisions of Clause 18. CEPI shall cause any underpayment from auditor pursuant to this Clause 15.1.7 to enter into a reasonably acceptable confidentiality agreement with Barinthus Bio obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. CEPI shall disclose to Barinthus Bio the date payment was dueaudit report, and, to the extent that it is in CEPI’s possession, any calculations and workings underlying it, and shall reimburse Flamel for give Barinthus Bio an opportunity to discuss the cost of report with CEPI and the audit should such firm. Absent manifest error or fraud, the audit report shall be binding on both Parties. Barinthus Bio promptly pay any shortfall to CEPI, and CEPI shall promptly repay any overpayment, and if the report finds an underpayment equal or exceed by Sensitivity: Official Use Barinthus Bio of more than [***] of royalties paid during Barinthus Bio shall pay the time period auditedreasonable fees and expenses charged by the audit firm. Should Otherwise 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 costs of the audit should such underpayment equal firm shall be payable by CEPI. If either Party challenges the audit report on the basis of manifest error or exceed [***] of royalties paid during fraud, the time period auditedmatter shall be dealt with under Clause 20 (Resolving Differences).