Maintenance of Records Audits. (a) Schering shall keep complete and accurate records in sufficient detail to enable the Margin Payments hereunder to be determined. Upon the written request of RIBI and not more than once in each Calendar Year, Schering shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI and reasonably acceptable to Schering, at RIBI's expense, to have access during normal business hours to such of the records of Schering as may be reasonably necessary to verify the accuracy of the Margin Payment reports hereunder for any year ending not more than [*] prior to the date of such request and no later than [*] after written request is made. The accounting firm shall disclose to RIBI only whether the Margin Payment reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to RIBI.
(b) If such accounting firm correctly concludes that an additional amount is owed for the audit period, Schering shall pay the additional Margin Payment within [*] of the date RIBI delivers to Schering such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by RIBI; provided, however, in the event that the additional amount owed by Schering exceeds [*] of the total Base Price/Margin Payment owed RIBI for the audit period, then Schering shall pay the fees charged by such accounting firm. --------- * Confidential Treatment Requested
(c) Upon the expiration of [*] following the end of any year, the calculation of Base Price/Margin Payments with respect to such year shall be [*].
(d) RIBI shall treat all financial information subject to review under this Section 5.7 in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Schering obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.
Maintenance of Records Audits. Centogene shall maintain accurate and complete records of all Testing Request Forms, Samples received, correspondence, invoices, and/or other information in Centogene’s possession relating to the Diagnostic Services (collectively, “General Records”). The General Records shall be maintained in accordance with recognized commercial accounting practices and retained during the term of the Agreement and thereafter for a period of three (3) years or such longer period required by Applicable Laws. Not more than once per calendar year during the term and not more than once within three (3) years after the end of the term, upon reasonable prior written notification and during normal business hours and with the purpose of confirming Centogene’s compliance with the terms of this Agreement in providing the Diagnostic Services, Centogene agrees to permit independent auditors bound to professional secrecy selected by Shire and reasonably acceptable to Centogene to examine and audit the General Records at no charge to Shire by Centogene. The independent auditors shall be bound by the confidentiality and non-use obligations set forth in Sections 3.8 and 8 of this Agreement. For clarity, any such inspection (or failure to inspect) shall not relieve Centogene of its obligation to comply with Applicable Laws and the provisions of this Agreement and does not constitute a waiver of any right otherwise available to Shire. Shire shall bear the full cost of such independent auditors, unless such audit shall reveal that Centogene overstated the number of tested Samples by more than [*****] percent ([*****]%), in which case Centogene shall reimburse Shire for the reasonable cost of such audit.
Maintenance of Records Audits. (a) Each Party shall maintain the following books and records:
(i) Books and records documenting the Party’s compliance with applicable Legal Requirements and the applicable requirements of Articles IV, V, and VI (“Compliance Records”). The Compliance Records shall include the Party’s policies and procedures concerning compliance with applicable Legal Requirements and the requirements of Articles IV, V, and VI then in effect, and records of any investigations and remedial and disciplinary actions taken to address material violations of applicable Legal Requirements or the requirements of Articles IV, V, or VI.
(ii) Books and records documenting the Party’s performance of its Promotional efforts hereunder, including books and records documenting (A) the number of individual Sales Representatives Promoting the Product in each Agreement Month, (B) all Vacancies in the Sales Force Promoting the Product, (C) all Details performed by each Sales Representative with respect to the periods in which these metrics are applicable, including the Professionals called upon and whether the Details were P1 Details, P2 Details, or Co-P2 Details, and (D) Incentive Compensation weightings for each Sales Representative with respect to the periods in which these metrics are applicable (provided that Parties shall not be obligated to share those aspects of Incentive Compensation plans that are not required to be shared to demonstrate Incentive Compensation weighting) (“Promotion Records”). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(iii) Books and records documenting the Party’s performance of its training obligations hereunder (“Training Records”).
(iv) Books and records documenting Co-funded A&P Expenses, Co-Funded Medical Affairs Expenses, and Co-Funded Phase IV Expenses (“Expense Records”).
(v) In the case of Zogenix, books and records documenting all Sample Orders, Sample Forecasts, Volume Forecasts, and Trade Demand, and Zogenix’s levels of Safety Stocks, Sample Orders fulfilled, Samples and Product distributed by Zogenix in the Territory, Samples and Product distributed outside the Territory, and manufacturing, supply, and shipping records, and in the case of Astellas, books and records documenting all Samples distributed by Astellas in the Territory (with respect to a Party, its “Volume Records”).
(vi) In the case of Zogenix, books and reco...
Maintenance of Records Audits. Company shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of the MHR Funds, the Company shall permit an independent certified public accounting firm of nationally recognized standing selected by the MHR Funds and reasonably acceptable to Company, to have access during normal business hours to such of the records of Company as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. The review by such accounting firm shall be conducted in confidence, provided that a summary of the results of such review may be shared with the MHR Funds and the Company. If such accounting firm concludes that additional royalties were owed with respect to such period, the Company shall pay the additional royalties within thirty (30) days of the date the MHR Funds delivers to the Company such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by the MHR Funds unless such report identifies additional royalties owing, in which case the Company shall pay such fees.
Maintenance of Records Audits. AHP shall keep complete records of AHP's Fully Absorbed Costs for the manufacture and supply of Products hereunder, and shall permit an independent certified public accountant selected by Horizon and reasonably acceptable to AHP, at Horizon's expense, at the time of (a) any price adjustment under Section 5.1, or (b) request by AHP for reimbursement of costs incurred under Sections 2.7 and 3.1 hereof, but, in any event, no more than once per year, to inspect and review such records during normal business hours and upon reasonable prior notice, in order to verify or determine such costs and whether an increase in such costs has occurred. The independent certified public accountant may not disclose to Horizon specific manufacturing cost breakdowns, but only whether or not the increase in AHP's Fully Absorbed Cost reported by AHP are correct. Horizon shall bear the costs and fees associated with such inspections and reviews unless it is determined by the independent certified public accountant that such price adjustment was unjustified (in excess of five percent (5%) more than the price increase determined by the independent certified public accountant to be justified), in which case AHP shall bear the costs and fees of such audit and shall promptly refund to Horizon any overpayments made by Horizon because of such unjustified price adjustment.
Maintenance of Records Audits. Paramount Rx shall maintain true and complete records related to all Program Claims and Transaction Fees paid to Client. Client shall have the right, at its own expense, to audit those records up to one (1) year immediately following the close of each calendar year, in which the transactions underlying those Program Claims and Transaction Fees arise. Upon not less than fifteen (15) business days’ prior written notice, Paramount Rx shall make such records available electronically via FTP and physically at its principal place of business, for inspection by Client during normal business hours. Client may designate an accounting firm of its choice to conduct such audit on its behalf so long as that firm has not provided, and does not provide, accounting or other services to Paramount Rx or any of its competitors. Client and its designee shall enter into a confidentiality agreement, reasonably acceptable to the parties and Client’s auditor, to maintain the confidentiality of, (a) all information to which Client or its designee will have access during the course of the audit, (b) the fact that Client or its auditor audited Paramount Rx, and (c) the audit results.
Maintenance of Records Audits. (a) Licensee shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of Licensor, Licensee shall permit Licensor or Licensor’s representative or accountant, at Licensor’s expense, once annually to have access during normal business hours to the records of Licensee to verify the accuracy of the royalty reports hereunder. During the Term of this Agreement and for one (1) year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ sales and Net Sales of Licensed Products under the license granted in this Agreement in sufficient detail to enable the royalties payable hereunder to be determined. Licensee agrees to permit Licensor or its representatives, at Licensor’s expense, to periodically but no more than once per annum examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement.
(b) If Licensor or its accountant correctly concludes that additional royalties were owed during such period, Licensee shall pay the additional royalties within thirty (30) days of the date Licensor delivers to Licensee a written report setting forth the basis concerning the discrepancy. The fees charged by any accounting firm shall be paid by Licensor, except in the event that such inspection shows an underreporting and underpayment in excess of five percent (5%) for any Calendar Quarter reporting period, then Licensee will pay the cost of such examination and accrued interest at the highest allowable rate but not more than prime rate plus three percent (3%) interest compounded daily on the amount underpaid. Any such audit shall be coordinated with auditing requirements under the UTEP/ChromaDex agreement cross referenced in the Agreement, to prevent duplicate audits in any calendar year.
Maintenance of Records Audits. (a) Record keeping by SP Ltd. SP Ltd. and its Affiliates shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. [*]
(b) [*]
(c) Record Keeping by Sublicensee SP Ltd. shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to SP Ltd., to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TBC's independent accountant [*].
(d) Confidentiality TBC shall treat all financial information subject to review under this Section 5.8, or under any sublicense agreement, in accordance with the confidentiality provisions of Article VII of this Agreement, [*].
Maintenance of Records Audits. (a) Record keeping by Schering Schering and its Affiliates shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. [*].
(b) Underpayments/Overpayments [*]
(c) Record Keeping by Sublicensee Schering shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to ----------------- [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed with the Commission.
Maintenance of Records Audits. 47
6. INTELLECTUAL PROPERTY. 48 6.1. Inventions. 48
