Record Keeping by Zonagen Sample Clauses

Record Keeping by Zonagen. Zonagen and its Affiliates shall ------------------------- keep complete and accurate records in sufficient detail to enable the expenses which are to be reimbursed by SP Ltd. hereunder and, during such time as Zonagen is Manufacturing the Licensed Product, Zonagen's cost of goods hereunder to be determined. Upon forty-five (45) days prior written notice from SP Ltd., Zonagen shall permit an independent certified public accounting firm of nationally recognized standing selected by SP Ltd. and reasonably acceptable to Zonagen, at SP Ltd.'s expense, to have access during normal business hours to examine pertinent books and records of Zonagen and/or its Affiliates as may be reasonably necessary to verify the accuracy of the invoices submitted by Zonagen to SP Ltd. hereunder. The examination shall be limited to pertinent books and records for any year ending not more than twenty-four (24) months prior to the date of such request. An examination under this Section 7.5.5 shall not occur more than once in any Calendar Year. Zonagen may designate competitively sensitive information which such auditor may not disclose to SP Ltd., provided, however, that such designation shall not encompass the -------- ------- auditor's conclusions. The accounting firm shall disclose to SP Ltd. only whether the invoices are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to SP Ltd. All such accounting firms shall sign a confidentiality agreement (in form and substance reasonably acceptable to Zonagen) as to any of Zonagen's or its Affiliate's confidential information which they are provided, or to which they have access, while conducting any audit pursuant to this Section 7.5.5.
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Related to Record Keeping by Zonagen

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