Common use of Financial Records and Audits Clause in Contracts

Financial Records and Audits. BI shall keep accurate and complete records of all financial information needed to calculate Net Sales and/or any payments EXECUTION COPY 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. BI shall keep accurate and complete records of all financial information needed to calculate Net Sales and/or any payments EXECUTION COPY ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 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).