Funding Audit. LLS will have the right, during normal business hours and upon at least ten (10) business days’ written notice, to have a mutually acceptable independent audit firm inspect Company’s records as they relate to the Funding to verify that Company has complied with Sections 2.2. and 2.3. The independent audit firm will be required to agree in writing with Company to comply with confidentiality restrictions at least as stringent as those set forth in this Agreement and to provide a non-confidential summary of the results of the audit to both of the Parties. In the event that any such examination shows a misuse of funds in excess of (i) five percent (5%) for any twelve (12) month period, then Company shall pay the cost of the examination as well as reimburse the full amount equal to the expenditures of Funding spent but not used by Company in accordance with Sections 2.2 and 2.3, plus ten percent (10%). For a misuse of funds of less than five percent (5%), Company shall pay the difference within thirty (30) days without interest charge. In the event that either party disputes the independent audit firm’s determination, the dispute shall be resolved pursuant to the provisions of Section 14. Company agrees to maintain books and records documenting the expenditure of the Funding in accordance with Generally Accepted Accounting Principles (“GAAP”) as generally and consistently applied throughout Company’s organization and will make these books and records relating to the Funding available to LLS and its representatives for review at the place where such books and records are maintained by Company, upon reasonable request for a period of three (3) years following expiration or termination of this Agreement. LLS shall have the right to have any financial report or document related to the expenditure of the Funding reviewed by external consultants and may include external consultants in any meeting or teleconference, subject to execution by such external consultants of appropriate confidentiality agreements with Company and mutual agreement by the parties that there is no conflict of interest by the external consultants.
Funding Audit. LLS will have the right, during normal business hours and upon at least ** days’ prior written notice, to have a mutually acceptable independent audit firm inspect Company’s records, at LLS’ cost, as they relate to the Funding to verify that Company has complied with Sections 2.2. and 2.3. LLS may exercise such right every **. The independent audit firm will be required to agree in writing with Company to comply with confidentiality restrictions at least as stringent as those set forth in this Agreement and to provide a non-confidential summary of the results of the audit to both of the Parties. In the event that any such examination shows a misuse of funds in excess of (i) ** for any ** month period, then Company shall pay LLS’ reasonable, out-of-pockets cost of the examination as well as reimburse the full amount equal to the expenditures of Funding spent but not used by Company in accordance with Sections 2.2 and 2.3 plus **. For a misuse of funds of less than **, Company shall pay the difference within ** days without interest charge. In the event that either Party disputes the independent audit firm’s determination, the dispute shall be resolved pursuant to the provisions of Section 14 of this Agreement. Company agrees to maintain books and records documenting the expenditure of the Funding in accordance with Generally Accepted Accounting Principles (“GAAP”) as generally and consistently applied throughout Company’s organization and will make these books and records relating to the Funding available to LLS and its representatives for review upon ** days’ prior written notice at the place where such books and records are maintained by Company, upon reasonable request for a period of ** years following expiration or termination of this Agreement. LLS shall have the right, at its cost, to have any financial report or document related to the expenditure of the Funding reviewed by external consultants and may include external consultants in any meeting or teleconference, subject to execution by such external consultants of appropriate confidentiality agreements with Company and mutual agreement by the Parties that there is no conflict of interest by the external consultants.
Funding Audit. LLS will have the right, at LLS’s expense (except as provided in the event of Company misuse or miscalculation of Funding as specified in this Section 2.6 below), during normal business hours and upon at least [**] business days’ written notice, to have a mutually acceptable independent audit firm inspect Company’s records, as they relate to the Funding to verify that Company has complied with Sections 2.2 and 2.3. The independent audit firm will be required to agree in writing with Company to comply with confidentiality restrictions at least as stringent as those set forth in this Agreement and to provide a confidential summary of the results of the audit to both of the Parties. In the event that any such examination shows a misuse or miscalculation of greater than 5% (five percent) or $[**] of Funding for any twelve (12) month period, then Company shall pay the cost of the examination as well as reimburse the full amount equal to the expenditures of Funding provided but not used by Company in accordance with Sections 2.2 and 2.3 with an interest charge of [**] percent ([**]%) per annum. In the event that any such examination shows a misuse or miscalculation of less than 5% (five percent) and $[**] of Funding for any twelve (12) month period, then Company shall reimburse the full amount equal to the expenditures of Funding provided but not used by Company in accordance with Sections 2.2 and 2.3 with an interest charge of [**] percent ([**]%) per annum. In the event that either Party disputes the independent audit firm’s determination, the dispute shall be resolved pursuant to the provisions of Section 14 of this Agreement.
