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 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.
(b) BGM shall keep (i) full and accurate accounting records of its own AUP, in sufficient detail to determine if any of the circumstances set forth in Section 3.2 have occurred. Upon reasonable written notice to BGM, Abbott shall have the right, during normal business hours, to have an independent certified public accountant, selected by Abbott and acceptable to BGM, audit BGM’s records pertaining to the sales of Galectin-3 products on a confidential basis to verify the AUPs of such products for the purposes of 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 two (2) 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 BGM’s customers, pricing or other Confidential Information. The results of such audit shall be binding on both parties.
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. 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. IMI shall keep full and accurate accounting records of all Tests sold in sufficient detail to determine the Product Fees payable by IMI to BGM. Upon reasonable written notice to IMI, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to IMI, audit IMI’s 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 IMI, and not any of IMI’s 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. The parties will maintain all documents, papers, file books, accounting records, appropriate financial records, and other evidence related to costs incurred relative to this Agreement. All such records shall be maintained by the parties for a period of five (5) years following completion and Final Acceptance of the Project. It is hereby agreed that the Legislative Auditor of the State of Louisiana and/or the Office of the Governor, Division of Administration auditors shall have the option of auditing all accounts of the parties that relate to this Agreement. The parties shall be audited in accordance with La. R.S. 24:513, as applicable.
Record Keeping; Audits. 4.1 Sponge shall:
(i) maintain a record of its Processing activities which relate to this agreement as required by article 30(2) of the UK GDPR and make such record available upon request to the Customer, and the ICO; and
(ii) at any time upon request, deliver up all Personal Data Processed pursuant to this agreement.
4.2 Each party shall provide the other with such information as such other party reasonably requests from time to time to enable such other party to satisfy itself that the party providing the information is complying with its obligations under this Schedule 0.
Record Keeping; Audits. 4.1 The Supplier shall at any time upon request, and in any event upon termination or expiry of this Agreement, (unless the Customer agrees otherwise in writing in each case) delete or deliver up all Personal Data Processed pursuant to this Agreement.
4.2 Following such deletion or delivering up and in the event of termination or expiry of this Agreement the Supplier shall promptly and securely delete or destroy all such Personal Data except for any Personal Data:
(a) which is necessary to enable the Supplier to comply with any continuing obligations that the Supplier may have following termination or expiry of this Agreement; or
(b) which Data Protection Laws require to be stored and or further processed.
4.3 Each Party shall provide the other with such information as such other Party reasonably requests from time to time to enable such other Party to satisfy itself that the Party providing the information is complying with its obligations under this paragraph 4.
4.4 Each Party may, at its own expense, inspect the other Party’s compliance with this paragraph 4. Due to the confidential and proprietary nature of the Supplier’s operations and to protect the integrity and security of its operations and the shared nature of systems which may be used to provide the Services under this Agreement, the Supplier reserves the right to reasonably limit the scope of such audits or inspections, and require that such inspections:
(a) must be preceded by advance written request of no less than 30 Business Days prior to the anticipated start date and may occur no more than once in any twelve (12) month period;
(b) must take place at a time mutually agreed by the Supplier and the Customer;
(c) if to be conducted by a third party, the third party must be:
(i) approved in writing by the Supplier and the Customer (such approval not to be unreasonably withheld or delayed);
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. Buyer and its affiliates and sublicensees shall keep books and accounts of record in connection with Net Sales of the Delsym Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. Buyer and its affiliates and sublicensees 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 Buyer has received written notice from UCB of the records which are in dispute, Buyer and its affiliates and sublicensees shall keep such records until the later of five (5) years or until such dispute is resolved. Upon reasonable notice to Buyer, UCB shall have the right to examine Buyer's (or its affiliate's or sublicensee's) records to determine the correctness of the amount of royalties paid to UCB under the terms of this Agreement.
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. [***].
