Record Keeping; Audits. (a) Abbott shall keep full and accurate accounting records of all Tests and Excluded Tests (as defined in Section 6.4) sold in sufficient detail to determine the Product Fees payable by Abbott to BGM. Upon reasonable written notice to Abbott, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to Abbott, audit Xxxxxx’x records pertaining to the number of Tests and Excluded Tests sold on a confidential basis to Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. verify the Product Fees payable pursuant to this Agreement; provided, however, that such audit shall not: (a) take place more frequently than once per calendar year; and (b) cover records for more than the preceding three (3) years. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and Abbott, and not any of Xxxxxx’x customers, pricing or other Confidential Information. The results of such audit shall be binding on both parties. Any adjustment in payment shall be made upon demonstration of any underpayment.
Record Keeping; Audits. SIEMENS shall keep full and accurate accounting records of all Tests sold in sufficient detail to determine the Product Fees payable by SIEMENS to BGM. Upon reasonable written notice to SIEMENS, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to SIEMENS, audit SIEMENS’ records pertaining to the number of Tests sold on a confidential basis to verify the Product Fees payable pursuant to this Agreement; provided, however, that such audit shall not: (a) take place more frequently than [***] per [***]; and (b) cover records for more than the preceding [***] ([***]) [***]. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and SIEMENS, and not any of SIEMENS’ customers, pricing or other Confidential Information. The results of such audit shall be[***]. Any adjustment in payment shall be made upon demonstration of any underpayment or overpayment.
Record Keeping; Audits. Galena and its Affiliates shall keep books and accounts of record in connection with Net Sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. Galena and its Affiliates shall maintain such records for a period of at least three (3) years after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and Galena has received written notice from MSRx of the records which are in dispute, Galena and its Affiliates shall keep such records until the later of one (1) year or until such dispute is resolved. No more than once every calendar year, upon reasonable notice to Galena, an independent auditor designated by MSRx shall have the right to examine Galena’s (or its Affiliates’ or subcontractors’) records to determine the correctness of the amount of royalties paid to MSRx under the terms of this Agreement. All costs and expenses of such auditor incurred in connection with performing any such audit shall be paid by MSRx unless such audit discloses an underpayment of at least [***] percent ([***]%), in which case Galena shall bear such costs and expenses.
Record Keeping; Audits. Licensee and its Affiliates shall keep books and accounts of record in connection with Net Sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. Licensee and its Affiliates shall maintain such records for a period of at least three (3) years after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and Licensee has received written notice from Licensor of the records which are in dispute, Licensee and its Affiliates shall keep such records until the later of three (3) years or until such dispute is resolved. No more than once every calendar year, upon reasonable advance written notice to Licensee, Licensor will have the right to engage a nationally recognized public accounting firm chosen by Licensor and reasonably acceptable to Licensee (which accounting firm will not be the external auditor of Licensor, will not have been hired or paid on a contingency basis and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of such books and records of Licensee to determine the correctness of the amount of royalties paid to Licensor under the terms of this Agreement. The CPA Firm will be given access to and will be permitted to examine such books and records of Licensee as it will reasonably request, upon thirty (30) days’ prior written notice having been given by Licensor, during regular business hours, for the sole purpose of determining compliance with the Net Sales royalty provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to Licensee and Licensor with respect to the Confidential Information to which they are given access and will not contain in its report or otherwise disclose to Licensor or any Third Party any information labeled by Licensee as being confidential customer information regarding pricing or other competitively sensitive proprietary information. Licensor and Licensee will be entitled to receive a full written report of the CPA Firm with respect to its findings and Licensor will provide, without condition or qualification, Licensee with a copy of the report, or other summary of findings, prepared by such CPA Firm promptly following Licensor’s receipt of same. In the event of any dispute between Licensor and Licensee regarding the findings of any such...
Record Keeping; Audits. CPI and its Affiliates shall keep books and accounts of record in connection with Net Sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. CPI and its Affiliates shall maintain such records for a period of at least three (3) years after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and CPI has received written notice from GEL of the records which are in dispute, CPI and its Affiliates shall keep such records until the later of one (1) year or until such dispute is resolved. [***].
Record Keeping; Audits. Receipt or acceptance by Customer of any of the statements or reports furnished pursuant to this Agreement or of any sums paid hereunder shall not constitute a waiver of any of Customer’s rights under this Agreement, nor shall it preclude Customer from validating the reports or statements. Operator shall provide to Customer all login credentials (e.g. usernames, passwords, security questions and other means of authentication), and any updates or changes thereto as such updates and changes are made, for each App Marketplace account on or through which the Customer App operates for the purpose of Customer’s review of Revenue and Merchandise Revenue. Operator shall keep accurate books of account and records of all transactions relating to this Agreement. Customer and its duly authorized representatives shall have the right at all reasonable hours of the day, after reasonable notice, to conduct audits or examinations of, and to make extracts from and copies of, relevant books, records, and accounts and of all other relevant documents and material in the possession or under the control of Operator with respect to the subject matter and the terms of this Agreement. All books of account and records shall be kept and made available for audit and examination as set forth herein for at least three (3) years after the expiration or termination of this Agreement, or any renewal thereof. If an audit or examination reveals any underpayment by Operator or other adjustments/payments of any nature payable to Customer, Operator shall promptly pay said amounts to Customer. In the event any audit or examination reveals an underpayment to Customer of five percent (5%) or more, Operator shall be responsible for the costs and fees associated with the audit or examination. Customer has no obligation for costs and concerns in relation to this clause.
Record Keeping; Audits. Sensory Cloud shall, and shall ensure that its Affiliates and Commercialization Partners, keep and maintain complete and accurate records of Net Sales of Licensed Products and Royalties calculations in sufficient detail to allow Pulmatrix to confirm the accuracy of Royalties paid hereunder for a period of three (3) years from the end of the Calendar Quarter or other period covered by such payment. Pulmatrix shall have the right during such three (3) year period to appoint an independent auditor of national standing that is reasonably acceptable to Sensory Cloud to audit the records of Sensory Cloud for the purpose of verifying the accuracy of Royalty Reports. Such audit right shall not be exercised Pulmatrix more than once in a twelve (12) month period. Sensory Cloud shall make its records available for audit by such independent auditor during regular business hours at such place or places where such records are customarily kept, upon sixty (60) days’ prior written notice from Pulmatrix. All records made available for audit by Sensory Cloud shall be the Confidential Information of Sensory Cloud. The results of each audit, if any, shall be binding on both Parties absent manifest error or fraud. Sensory Cloud shall pay any underpayment of Royalties identified by the auditor following an audit under this Section 5.5 within thirty (30) Business Days after receipt of an invoice from Pulmatrix for such underpaid amount. If an overpayment has been made, then Sensory Cloud shall have the right to deduct such amount from the Royalties due in the next Calendar Quarter or if no further payment is due, then Pulmatrix shall re-pay such overpayment within thirty (30) Business Days of receipt of invoice from Sensory Cloud. Cost. The cost of the conduct of the audit shall be borne by Pulmatrix provided, however¸ that if the audit determines that Sensory Cloud has underpaid Pulmatrix for the audited period by an amount equal to five percent (5%) or more of the amount due, then responsibility for the cost of such audit shall shift to Sensory Cloud and Sensory Cloud shall be solely responsible for the cost of the audit.
Record Keeping; Audits. Licensee and its Affiliates and Sublicensees shall keep books and accounts of record in connection with Gross Margin in sufficient detail to permit accurate determination of all figures necessary for verification of Royalty Fees to be paid hereunder. Licensee and its Affiliates and Sublicensees shall retain such records for a period of at least [****] after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and Licensee has received written notice from Aquestive of the records which are in dispute, then Licensee and its Affiliates and Sublicensees shall keep such records until such dispute is resolved. No more than [****], upon reasonable advance written notice to Licensee, Aquestive will have the right to engage a nationally recognized public accounting firm chosen by Aquestive and reasonably acceptable to Licensee (which accounting firm will not be the external auditor of Aquestive, will not have been hired or paid on a contingency
Record Keeping; Audits. Bellco shall keep books and accounts of record in connection with sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. Bellco shall maintain such records for a period of at least five (5) years after the end of the calendar quarter in which they were generated; provided, however, that if any records are in dispute and Bellco has received written notice from Nephros of the records which are in dispute, Bellco shall keep such records until the later of one (1) year or until such dispute is resolved. Upon reasonable notice to Bellco, Nephros shall have the right to examine Bellco’s records to determine the correctness of the amount of royalties paid to Nephros under the terms of this Agreement.
Record Keeping; Audits. The Parties and their Affiliates shall keep books and accounts of record in connection with Net Sales and Profit with respect to the Product (in the case of Pharmanovia) in sufficient detail to permit accurate determination of all figures necessary for verification of Royalty Fees and Profit Share to be paid hereunder and COGS (in the case of Aquestive, solely to the extent the Profit Share is in effect). The Parties and its Affiliates shall retain such records for a period of at least three (3) years after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and one Party has received written notice from the other of the records which are in dispute, then that Party and its Affiliates shall keep such records until such dispute is resolved. No more than once every calendar year, upon reasonable advance written notice to the other Party, a Party will have the right to engage a nationally recognized public accounting firm of its choice and reasonably acceptable to
