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 suc...
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 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.
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. [***].
Record Keeping; Audits. Each party will keep accurate books and records showing all financial transactions and traffic information that are the subject of this Agreement. To the extent one party is hosting the Content, the other party will have the right no more than once per twelve (12) month period, at all reasonable times and upon advance reasonable written notice, to inspect the relevant books and records (wherever located) and create summaries related to any financial transactions that are the subject of this Agreement. All such audits will be performed by a nationally-recognized auditor reasonably acceptable to the party being audited, which auditor has agreed in writing to maintain the strict confidentiality of the books and records audited. Such books and records, and any results of an audit, will be deemed to be the Confidential Information (as defined below) of the party audited. If both parties are hosting the Content, either party will have the right to audit the other party's books and records in the manner set forth above. Neither party's receipt of any statement or payment from the other in connection therewith will preclude it from challenging the correctness of that statement or payment. If any inspection reveals an error in the calculation of amounts owing to either party, the other party will promptly pay the difference. If any error is ten percent (10%) or more of the amount owed to either party, the other party will pay the inspecting party's reasonable out-of-pocket costs with respect to that examination and the next subsequent re-examination.
