Mutually Agreed Audits Sample Clauses
Mutually Agreed Audits. Unless otherwise agreed by the Parties in writing, the Parties shall engage an Independent Accounting Expert to confirm, for each Calendar Year during the term of this Agreement, the accuracy of (i) any calculation by the Discount Committee, (ii) any pricing or discounting information provided to the Discount Committee or to either Party by the other Party pursuant to Section 7.4 or Annex R, (iii) any information of a Party or its Affiliates that is required to determine that the DCPs provided by such Party comply with the terms of this Agreement (including, for any Calendar Quarter up to and including the [*], (iv) the calculation of the TCP Final Supply Price for Major Market Combination Product Delivered for the Tibotec Countries [*] and (v) the calculation of the Regional TMC278 Annual True-Up and the Post-Conversion Supply Price for Territory Combination Product with respect to the [*]; provided, however, that the foregoing shall not permit either Party to audit any Third Party Component Distributor, such audit being permitted solely as and to the extent provided in Section 12.2(c). The Parties shall mutually agree in writing on the desired scope of such audit. The Independent Accounting Expert shall conduct such other audits as mutually determined by the Parties in writing to confirm the accuracy of any financial data provided by or on behalf of either Party pursuant to Section 11.9.
Mutually Agreed Audits. Unless otherwise agreed by the Parties in writing, the Parties shall engage an Independent Accounting Expert to confirm, for each Calendar Year during the term of this Agreement, the accuracy of (i) any calculation by the Discount Committee, (ii) any pricing or discounting information provided to the Discount Committee or to either Party by the other Party pursuant to Section 7.4 or Annex R, and (iii) any information of a Party or its Affiliates that is required to determine that the DCPs provided by such Party comply with the terms of this Agreement (including, for any Calendar Quarter up to and including the [*]. The Parties shall mutually agree in writing on the desired scope of such audit. The Independent Accounting Expert shall conduct such other audits as mutually determined by the Parties in writing to confirm the accuracy of any financial data provided by or on behalf of either Party pursuant to Section 11.9.
Mutually Agreed Audits. Subject to Section 10.8.1.3, within three (3) years after the First Commercial Sale of a Territory Combination Product in the Territory and every three (3) years thereafter (provided that after completion of the initial Audit by each Party pursuant to this Section 10.8.1.1, the Parties may mutually agree to extend the period between subsequent Audits pursuant to this Section 10.8.1.1 to a period greater than three (3) years), each Party (the “Audited Party”) shall, and shall cause its Affiliates and Sublicensees (in the case of Gilead) and, to the extent relevant to the revenue share calculations hereunder, Third Party Distributors and other Third Party distributors, if applicable, to permit an independent public accounting firm of national prominence selected by such Party and the other Party (the “Auditing Party”) by mutual agreement to have access during normal business hours to those Financial Records of such Audited Party, its Affiliates, Sublicensees (in the case of Gilead), Third Party Distributors and other Third Party distributors as may be reasonably necessary for the sole purpose of verifying the accuracy of the financial reports and calculations hereunder and under any Ancillary Agreement (including all of the components and deductions relating to the payments under Section 10.1 and adjustments under Section 10.2 and analogous payments under the ▇▇▇▇▇▇▇ Distributor Agreement with respect to the ▇▇▇▇▇▇▇ Countries, the Manufacturing Fees and the [*]) and for verifying the accuracy of any information relating to payments due under this Agreement and any Ancillary Agreement (each, an “Audit”). For each Audit under this Section 10.8.1.1 with respect to reports and calculations for each Territory Combination Product, [*]. The Parties shall agree on the scope of any such Audit (e.g., whether the Audit shall be one (1), two (2), or three (3) Calendar Years).