Common use of Maintenance of Data and Books and Records Clause in Contracts

Maintenance of Data and Books and Records. For a period of twelve (12) years after the Closing Date: (a) Purchaser agrees to retain (and to cause its Affiliates to retain) and make available all data and Books and Records received from Novartis and its Affiliates for inspection and copying by Novartis or its agent at Novartis’ expense, upon reasonable request and upon reasonable notice; provided that such Books and Records shall be made available only to the extent such availability is required by Novartis, an Affiliate or a Third Party to which the Products has been divested in a country outside the Territory to comply with a requirement of Law, this Agreement, the Supply Agreement or the License Agreement or to enable Novartis, an Affiliate or a Third Party to defend against, respond to, or otherwise participate in any litigation, investigation, audit process, subpoena, or other proceeding related to the Drug Substances and/or Products; and (b) no such data, and other Books and Records shall be destroyed before the lapse of a twelve (12) year period from the Closing Date by the Purchaser without first advising Novartis in writing and giving Novartis a reasonable opportunity, at Novartis’ sole cost, to obtain possession thereof. Novartis will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning the Purchaser or the Business provided to it pursuant to this Clause 16.3.

Maintenance of Data and Books and Records. For a period of twelve (12) six years after the Closing Date: , (a) the Purchaser agrees to retain (and to cause its it Affiliates to retain) and make available all data Data and Books and Records received from Novartis and its Affiliates for inspection and copying by Novartis or its agent at Novartis’ expense, upon reasonable request and upon reasonable notice; provided that such Books and Records shall be made available only to the extent such availability is required by Novartis, for Novartis or an Affiliate or a Third Party to which the Products has been divested in a country outside the Territory to comply with a requirement of Law, this Asset Purchase Agreement, the Supply Agreement or the License Agreement Ancillary Agreements, or to enable Novartis, Novartis or an Affiliate or a Third Party to defend against, respond to, or otherwise participate in any litigation, investigation, audit process, subpoena, or other proceeding related to the Drug Substances Substance and/or Products; the Product, and (b) no such dataData, and other Books and Records shall be destroyed before the lapse of a twelve (12) year period from the Closing Date by the Purchaser without first advising Novartis in writing and giving Novartis a reasonable opportunity, at Novartis’ sole cost, to obtain possession thereof. Any such access by Novartis shall not unreasonably interfere with the conduct of the business of the Purchaser and its Affiliates. Novartis will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning the Purchaser or the Business provided to it pursuant to this Clause 16.316.4.

Maintenance of Data and Books and Records. For a period of twelve (12) years after the Closing Date: , (a) Purchaser agrees the Questcor Parties agree to retain (and to cause its Affiliates to retain) and make available all data and Books and Records received from Novartis and its Affiliates for inspection and copying by Novartis or its agent at Novartis’ expense, upon reasonable request and upon reasonable notice; provided that such Books and Records shall be made available only to the extent such availability is required by Novartis, an Affiliate or a Third Party to which the Products Product has been divested in a country outside the another Territory to comply with a requirement of Law, this Agreement, the Supply Agreement or the License Supply Agreement or to enable Novartis, an Affiliate or a Third Party to defend against, respond to, or otherwise participate in any litigation, investigation, audit process, subpoena, or other proceeding related to the Drug Substances Substance and/or Products; the Product, and (b) no such data, and other Books and Records shall be destroyed before the lapse of a twelve (12) year period from the Closing Date by the Purchaser Questcor Parties without first advising Novartis in writing and giving Novartis a reasonable opportunity, at Novartis’ sole cost, to obtain possession thereof. Novartis will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to holdgold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning the Purchaser or the Business Product provided to it pursuant to this Clause 16.319.6.

Maintenance of Data and Books and Records. For a period of twelve (12) years after the Closing Date: (a) Purchaser agrees to retain (and to cause its Affiliates to retain) and make available all data and Books and Records received from Novartis and its Affiliates for inspection and copying by Novartis or its agent at Novartis’ expense, upon reasonable request and upon reasonable notice; provided that such Books and Records shall be made available only to the extent such availability is required by Novartis, an Affiliate or a Third Party to which the Products has been divested in a country outside the Territory to comply with a requirement of Law, this Agreement, the Supply Agreement or the License Agreement or to enable Novartis, an Affiliate or a Third Party to defend against, respond to, or otherwise participate in any litigation, investigation, audit process, subpoena, or other proceeding related to the Drug Substances and/or Products; and (b) no such data, and other Books and Records shall be destroyed before the lapse of a twelve (12) year period from the Closing Date by the Purchaser without first advising Novartis in writing and giving Novartis a reasonable opportunity, at Novartis’ sole cost, to obtain possession thereof. Novartis will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning the Purchaser or the Business provided to it pursuant to this Clause 16.3.. Executed copy