Record Keeping; Audit Rights. GT agrees that it will maintain its books and records relating to the fees and other costs and expenses paid by Company under this Agreement for not less than five (5) years after they have been paid, and will, upon reasonable cause and notice, permit such books and records to be examined, at Company's expense, by an independent certified public accountant retained by Company reasonably acceptable to GT solely for the purpose of confirming the accuracy of such Fees, costs and expenses. As a condition to such examination, the independent public accountant will execute a written agreement, reasonably satisfactory in form and substance to GT, to maintain in confidence all information obtained during the course of the examination except for disclosure to Company and GT as necessary for the above purpose and will only conduct such examination during regular business hours. If errors of five percent (5%) or more are discovered as a result of such examination, GT shall reimburse Company for the expense of such examination and pay the difference immediately.
Record Keeping; Audit Rights. CTI and its Affiliates (and licensees and sublicensees of the Product in the Territory) shall, consistent with GAAP and their respective internal financial control and reporting practices and procedures, keep and maintain for a period of three (3) years from the end of the applicable Calendar Year (except as otherwise provided herein) accounts and records of all data reasonably required to verify CTI’s reports under Section 5.3 and for the verification and calculation of the amounts to be paid to PharmaBio under this Agreement. To the extent that CTI or its Affiliates does not have the right to grant PharmaBio the right to audit its licensees’ and sublicensees’ books and records hereunder, CTI or its Affiliates shall obtain for itself such right and, at the request of the PharmaBio, CTI or its Affiliates shall exercise such audit right with respect to licensee or sublicensee using an auditor reasonably designated by PharmaBio and provide the results of such audit for inspection by PharmaBio pursuant to this Section 5.4. Upon reasonable advance notice, such records shall be made available for inspection and audit at CTI or its Affiliate’s place of business, as applicable, during normal business hours by an independent auditor appointed by PharmaBio and reasonably acceptable to CTI or its Affiliate, as applicable. Such an audit may be conducted once per annum during the Term (and during the Calendar Year thereafter) and solely for the purpose of verifying the accuracy of the reports of CTI under Section 5.3 and payments made to PharmaBio under the Agreement. Such audits will be conducted under conditions which reasonably ensure the confidentiality of information provided to such independent auditor. Audits conducted under this Section 5.4 shall be at the expense of PharmaBio, unless such audit reveals an underpayment of more than seven and one-half percent (7.5%) for the period of the audit, in which case CTI shall reimburse PharmaBio, as described below, for the out-of-pocket costs of such audit, together with the amount of the underpayment plus interest as calculated in Section 5.10, all as described in this Section 5.4 below. All information learned from such audits and the reports provided pursuant to Section 5.4 shall be deemed Confidential Information of CTI. If the independent auditor’s report shows any underpayment by CTI, CTI will remit to PharmaBio within forty-five (45) days after CTI’s receipt of such report:
Record Keeping; Audit Rights. (a) For the Term and at least for a term of five (5) years thereafter, PIVOT shall maintain complete and accurate books and records of account, in accordance with GAAP, of all transactions and other business activities under this Agreement, sufficient to confirm (i) the accuracy of all reports furnished by PIVOT to SOLMIC under this Agreement, in particular of the Royalty Reports; and (ii) all payments paid or payable by PIVOT to SOLMIC under this Agreement, in particular under this Article 7.
Record Keeping; Audit Rights. Millennium, on behalf of itself and its parent, Millennium Biotechnologies Group, Inc. (“MBG”) shall each keep full and accurate records and accounts of all its activities in connection with this Agreement, including reasonable substantiation of all calculations used to determine payments to Ventiv for services provided and expenses incurred in connection with this Agreement and the services to be rendered by Ventiv pursuant hereto. During the Term and for one (1) year thereafter, Ventiv may, upon three (3) days’ notice, review and copy Millennium and MBG’s books, records, documentation, materials, payroll records, systems, processes and accounting practices as they pertain to the services rendered by Ventiv to Millennium and MBG, the Original Loan Documents, this Agreement, all Gross Proceeds Payments (as defined in Exhibit C), all documentation used to determine and calculate same, and all information and documentation used to calculate gross annual unit volume (8.5 oz equivalents) of Resurgex. Millennium and MBG shall maintain such records in accordance with generally accepted accounting principles, if applicable, and in such a manner as may be audited. Millennium and MBG shall make such records, including all supporting documents, available for review and copying at its premises.
Record Keeping; Audit Rights
