Maintenance of Records Audits. (a) MONSANTO shall keep records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of MYRIAD and not more than once in each calendar year, MONSANTO shall permit an independent certified public accounting firm of nationally recognized standing selected by MYRIAD and reasonably acceptable to MONSANTO, at MYRIAD's sole cost and expense, to have access during normal business hours at a time, date and place reasonably acceptable to MONSANTO to such of the records of MONSANTO as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the date of such request and no later than forty-five (45) days after written request is made. The accounting firm shall disclose to MYRIAD only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies and shall simultaneously provide a copy of its report to MONSANTO. No other information shall be provided to MYRIAD.
(b) If such accounting firm concludes that additional royalties were owed or paid during such period, MONSANTO shall pay to MYRIAD any such additional royalties due, or MYRIAD shall pay or provide a credit to MONSANTO (at MONSANTO's election) of any additional royalties paid, together with interest accrued from the date such royalty was due or paid, as applicable, at an annual rate (based on a 360-day year) equal to the lesser of (i) the prime interest rate for such year to date (as announced by Citibank, N.
A.) plus one percent and (ii) the highest rate permitted by applicable law within thirty (30) days after the date of such accounting firm's written report (the "Applicable ---------- Rate"); provided that no interest shall be so paid unless the amount of the ---- additional royalties owed or paid, as applicable, varies by five percent (5%) or more from the actual amount determined by the accounting firm. The fees charged by such accounting firm shall be paid by MYRIAD, except MONSANTO shall pay such fees in the event that the additional royalties owed by MONSANTO, together with the royalties paid, for the period in question exceed such royalties paid by five percent (5%) or more.
(c) MONSANTO shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MONSANTO, to keep and maintain records of sales made pursuant to such sublicense and to grant access...
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. 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. 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. (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. You shall maintain accurate, complete, and timely books, records and accounts of all transactions occurring under the Agreement. You shall retain such books and records relating to solicitation and sales of Blue Shield Medicare Plans for a period of at least ten (10) years or for such longer period of time as required by any on-going audit or investigation of you or Blue Shield conducted by a governmental authority. You shall permit HHS, the Comptroller General, Blue Shield or their designees to have the right to inspect, evaluate, and audit the books, records, contracts, documents and computer or other electronic systems relating to your performance of services pursuant to the Agreement, and otherwise cooperate with, assist and provide information as requested to the aforementioned entities. You agree to produce and provide such documents to Blue Shield to provide to HHS, the Comptroller General or their designees upon their request. The right of HHS, the Comptroller General, Blue Shield and their designees to inspect, evaluate and audit any of the foregoing types of information shall exist during the term of the Agreement and for a period of ten (10) years after the expiration or earlier termination and for such longer period of time as required to complete an on-going audit or investigation. The provisions of this section shall survive the expiration or earlier termination of the Agreement for any reason.
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. SUBRECIPIENT must maintain books, records, documents, and other evidence directly pertinent to work under this Agreement in accordance with generally accepted accounting principles and practices. SUBRECIPIENT must also maintain, for a period of three years from the date of this Section 5307 grant close-out, the financial information and data used by SUBRECIPIENT in the preparation or support of the proposed or actual costs submitted for reimbursement under this Agreement. SUBRECIPIENT must permit SACRT, FTA, the U.S. DOT Secretary and the U.S. Comptroller General, or their duly authorized representative, to inspect all work, materials, payrolls, and other data and records and to conduct performance and/or financial audits of SUBRECIPIENT books, records and accounts pertaining to the Section 5307 grant expenditures.
B. In addition, SUBRECIPIENT must meet the audit requirements of the "Single Audit Act Amendments of 1996,” 31 U.S.C. § 7501 et seq., in accordance with 2 C.F.R. part 200 “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.” Upon SACRT's request, SUBRECIPIENT must submit a copy of its audit, completed in accordance with the above-described requirements, within 30 days after completion of the audit, but no later than one year after the end of the audit period.
