Common use of Independent Accountant Review Clause in Contracts

Independent Accountant Review. Upon the written request of the Acting Holder(s) delivered to Lantheus within the Review Request Period, Lantheus shall permit the Independent Accountant to have access upon reasonable notice and during normal business hours to such of the records of Lantheus and its Affiliates as is reasonably necessary to verify the accuracy of the Net Sales Statement and the figures underlying the calculation of Net Sales. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to the Independent Accountant for resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. Each Person seeking to receive information from Lantheus or the Independent Accountant, as the case may be, in connection with an audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Lantheus obligating such party to retain all such financial and other information disclosed to such party in confidence pursuant to such confidentiality agreement. In the event that the Independent Accountant provides any information to the Acting Holders, it will concurrently provide Lantheus with a copy of such information. No later than thirty (30) days following access to such records of Lantheus as are reasonably necessary to verify the accuracy of the Net Sales Statement and the figures underlying the calculation of Net Sales, the Independent Accountant shall deliver a written report to Lantheus and the Acting Holders of its preliminary findings regarding the applicable Net Sales Payment (the “Preliminary Statement”). Lantheus and the Acting Holders shall have thirty (30) days following receipt of the Preliminary Statement from the Independent Accountant (the “Preliminary Statement Review Period”) to review and comment upon the Preliminary Statement. The Independent Accountant shall take into consideration in good faith any comments received from Lantheus or the Acting Holders during the Preliminary Statement Review Period. No later than ten (10) Business Days after the expiration of the Preliminary Statement Review Period, the Independent Accountant shall deliver a final written report to Lantheus and the Acting Holders (the “Final Statement”). If the Independent Accountant in the Final Statement concludes that the Holders are entitled to a Net Sales Payment in an amount greater than the Net Sales Payment set forth in the Net Sales Statement and paid to Holders (the difference being the “CVR Shortfall”) (and such payment has not been made by Lantheus), then, subject to Section 2.04(g) no later than ten (10) Business Days following its receipt of the Final Statement, Lantheus shall deliver an amount in cash to the Rights Agent sufficient to pay to the Holders such CVR Shortfall, together with interest at the “prime rate” as published in the Wall Street Journal from time to time, from the date that the applicable Net Sales Payment was due. The Final Statement shall be final, conclusive and binding on Lantheus and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. In the event that the Independent Accountant determines that the CVR Shortfall is more than seven and one-half percent (7.5%) of the applicable Net Sales Payment that was due, Lantheus will pay for the fees charged by the Independent Accountant; in the event that the Independent Accountant determines that the CVR Shortfall is equal to or less than seven and one-half percent (7.5%) of the Net Sales Payment that was due, the Holders will pay for the fees charged by the Independent Accountant, which amount shall be deducted from the Net Sales Payment for such Net Sales Measuring Period, any related CVR Shortfall, or any subsequent Net Sales Payment and such deducted amount shall not be paid to the Holders and shall be returned to Lantheus by the Rights Agent if such amount was previously transferred to the Rights Agent.

Independent Accountant Review. Within ninety (90) days after the delivery of a Non-Compliance Certificate by the Rights Agent pursuant to Section 2.4(e) (the “Non-Compliance Certificate Review Period”), the Acting Holders may deliver to Parent and the Rights Agent a written objection notice to such Non-Compliance Certificate (an “Objection Notice”) and retain the Independent Accountant to verify the accuracy of the Net Sales during the Milestone Achievement Period. If the Acting Holders elect to deliver an Objection Notice, they shall appoint one Holder (the “Holder Representative”) to represent them with respect to the review of the Independent Accountant. Upon the written request of to Parent by the Acting Holder(s) delivered to Lantheus within the Review Request PeriodHolder Representative, Lantheus Parent shall permit the Independent Accountant Accountant, at the Acting Holders’ expense, to have access upon reasonable notice and during normal business hours to such of the records of Lantheus and its Affiliates the Company or other applicable Selling Entity as is are reasonably necessary to verify the accuracy of the Net Sales Statement and during the figures underlying the calculation of Net Sales. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to the Independent Accountant for resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Milestone Achievement Period, to the Independent Accountant for resolution shall be deemed to be agreed and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. Each Person seeking to receive information from Lantheus or the Independent Accountant, as the case may be, Parent in connection with an audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Lantheus Parent obligating such party to retain all such financial and other information disclosed to such party in confidence pursuant to such confidentiality agreement. In the event that the The Independent Accountant provides any information to the Acting Holders, it will concurrently shall provide Lantheus Parent with a copy of such informationall disclosures made to the Holder Representative. No later than thirty (30) days following access to such records of Lantheus Parent as are reasonably necessary to verify the accuracy of the Net Sales Statement and the figures underlying the calculation of Net Sales, the Independent Accountant shall deliver a written report to Lantheus Parent and the Acting Holders Holder Representative of its preliminary findings regarding the applicable Net Sales Payment during the Milestone Achievement Period and any potentially applicable Milestone Payments (the “Preliminary Statement”). Lantheus Parent and the Acting Holders Holder Representative shall have thirty (30) days following receipt of the Preliminary Statement from the Independent Accountant (the “Preliminary Statement Review Period”) to review and comment upon the Preliminary Statement. The Independent Accountant shall take into consideration in good faith any comments received from Lantheus Parent or the Acting Holders Holder Representative during the Preliminary Statement Review Period. No later than ten (10) Business Days after the expiration of the Preliminary Statement Review Period, the Independent Accountant shall deliver a final written report to Lantheus Parent and the Acting Holders Holder Representative (the “Final Statement”). If the Independent Accountant in the Final Statement concludes that the Holders are entitled to a Net Sales Payment in an amount greater than the Net Sales Payment set forth in the Net Sales Statement and paid to Holders (the difference being the “CVR Shortfall”) one or more Milestone Payments (and such payment has not been made by LantheusParent), then, subject to Section 2.04(g) then no later than ten (10) Business Days days following its receipt of the Final Statement, Lantheus Parent shall deliver an amount in cash to the Rights Agent sufficient to pay to the Holders such CVR ShortfallMilestone Payment(s), together with interest at the “prime rate” as published in the Wall Street Journal from time to time, from the date that the applicable Net Sales Milestone Payment was due. The Final Statement shall be final, conclusive and binding on Lantheus Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. In If the event that Rights Agent has not received a written objection to a Non-Compliance Certificate within the Independent Accountant determines that the CVR Shortfall is more than seven and oneNon-half percent (7.5%) of the applicable Net Sales Payment that was due, Lantheus will pay for the fees charged by the Independent Accountant; in the event that the Independent Accountant determines that the CVR Shortfall is equal to or less than seven and one-half percent (7.5%) of the Net Sales Payment that was dueCompliance Certificate Review Period, the Holders will pay for Milestone Payment(s) to which the fees charged by the Independent Accountant, which amount shall be deducted from the Net Sales Payment for such Net Sales Measuring Period, any related CVR Shortfall, or any subsequent Net Sales Payment and such deducted amount Non-Compliance Certificate relates shall not be paid due and payable to the Holders Holders, and shall be returned to Lantheus by Parent and the Rights Agent if such amount was previously transferred shall have no further obligations with respect to the Rights AgentMilestone Payment(s) to which the Non-Compliance Certificate relates.

Independent Accountant Review. Upon the written request of the Acting Holder(s) delivered to Lantheus within Parent not less than forty-five (45) days in advance (such request not to be made more than once in any twelve (12) month period, it being agreed that, for the Review Request Periodavoidance of doubt, Lantheus once any Acting Holder(s) have made such request, not only such Acting Holder(s) but all other Acting Holder(s) shall be barred from making a request hereunder until the expiration of twelve (12) months from delivery of the Final Statement in respect of the first request), Parent shall permit the Independent Accountant Accountant, at the Acting Holders’ expense, to have access upon reasonable notice and during normal business hours to such of the records of Lantheus the Company and its Affiliates as is reasonably necessary to verify the accuracy of the Net Sales Statement Development Licensing Payments and the figures underlying the calculation of Net Sales. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Commercialization Revenues (including Net Sales Statement that the parties disagree on and submit to the Independent Accountant for resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed and the Independent Accountant shall not be charged with calculating or validating those agreed upon itemsCommercialization Licensing Payments). Each Person seeking to receive information from Lantheus or the Independent Accountant, as the case may be, Parent in connection with an audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Lantheus Parent obligating such party to retain all such financial and other information disclosed to such party in confidence pursuant to such confidentiality agreement. In the event that the The Independent Accountant provides any information shall provide Parent with a copy of all disclosures made to the Acting Holders, it will concurrently provide Lantheus with a copy of such information. No later than thirty (30) days following access to such records of Lantheus Parent as are reasonably necessary to verify the accuracy of the Net Sales Statement and the figures underlying the calculation of Development Licensing Payments and/or Net SalesCommercialization Revenues (including Net Commercialization Licensing Payments) (as applicable), the Independent Accountant shall deliver a written report to Lantheus Parent and the Acting Holders of its preliminary findings regarding the Net Development Licensing Payments and/or Net Commercialization Revenues (including Net Commercialization Licensing Payments) and any potentially applicable Net Sales Payment Milestone Payments (the “Preliminary Statement”). Lantheus Parent and the Acting Holders shall have thirty (30) days following receipt of the Preliminary Statement from the Independent Accountant (the “Preliminary Statement Review Period”) to review and comment upon the Preliminary Statement. The Independent Accountant shall take into consideration in good faith any comments received from Lantheus Parent or the Acting Holders during the Preliminary Statement Review Period. No later than ten (10) Business Days after the expiration of the Preliminary Statement Review Period, the Independent Accountant shall deliver a final written report to Lantheus Parent and the Acting Holders (the “Final Statement”). If the Independent Accountant in the Final Statement concludes that the Holders are entitled to a Net Sales Payment in an amount greater than the Net Sales Payment set forth in the Net Sales Statement and paid to Holders (the difference being the “CVR Shortfall”) one or more Milestone Payments (and such payment has not been made by LantheusParent), then, subject to Section 2.04(g) then no later than ten (10) Business Days days following its receipt of the Final Statement, Lantheus Parent shall deliver an amount in cash to the Rights Agent sufficient to pay to the Holders such CVR ShortfallMilestone Payment(s), together with interest at the “prime rate” as published in the Wall Street Journal from time to time, from the date that the applicable Net Sales Milestone Payment was due. The Final Statement shall be final, conclusive and binding on Lantheus Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. In the event that the Independent Accountant determines that the CVR Shortfall is more than seven and one-half percent (7.5%) of the applicable Net Sales Payment that was due, Lantheus will pay for the fees charged by the Independent Accountant; in the event that the Independent Accountant determines that the CVR Shortfall is equal to or less than seven and one-half percent (7.5%) of the Net Sales Payment that was due, the Holders will pay for the fees charged by the Independent Accountant, which amount shall be deducted from the Net Sales Payment for such Net Sales Measuring Period, any related CVR Shortfall, or any subsequent Net Sales Payment and such deducted amount shall not be paid to the Holders and shall be returned to Lantheus by the Rights Agent if such amount was previously transferred to the Rights Agent.