Recordkeeping and Audits. Content Participant will be invoiced for Unit Fees at the time its order is received or quarterly if the Content Participant elects to pay on the annual basis. All fees, including quarterly fees, are due and payable prior to shipment of orders. AACS LA shall have the right to audit Content Participant’s records as provided in the applicable Content Participant Agreement for purposes of determining sufficiency of any payments hereunder.
Recordkeeping and Audits. Each Party and its Affiliates shall prepare and maintain, and shall require all their sublicensees (including Sublicensees) to prepare and maintain, complete and accurate records of pertaining to the determination of the Research Costs, Development Costs, Net Sales of Products and all Allowed Expenses as needed to verify the accuracy of reports and payments due hereunder. Such records shall be maintained at least until the date that is five (5) years after the Calendar Quarter in which the applicable sales occurred or such costs and expenses where invoiced. Upon the written request of the other Party, and not more than once in each Calendar Year, each Party shall permit an independent certified public accounting firm of nationally recognized standing selected by the other Party and reasonably acceptable to the audited Party, at the auditing Party’s expense, to have access during normal business hours to such of the records of the audited Party as may be reasonably necessary to examine and verify the accuracy of the reports and payments due hereunder. Such examinations shall not occur more than thirty-six (36) months after the Calendar Quarter in which the applicable sales occurred or such costs and expenses were invoiced. The ***Confidential Treatment Requested
Recordkeeping and Audits. Licensee shall keep complete and accurate production and accounting records relating to commercialization (including via sublicensing) of Licensed Products. Upon at least [***] ([***]) days’ advance notice, Caltech shall be entitled to audit such records through an internationally recognized independent accounting firm reasonably acceptable to Licensee, during Licensee’s normal business hours, to determine Licensee’s Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. compliance with the provisions of this Article 5. Licensee shall reimburse Caltech [***] percent ([***]%) of any unpaid royalties resulting from any noncompliance discovered as a result of any such audit. Such audits shall be at Caltech’s expense, and shall occur no more than once annually, except that in the case of any underpayment exceeding [***] ([***]%) of the amount actually paid: (a) Licensee shall reimburse Caltech for the cost of such audit; and (b) Caltech shall be entitled to conduct additional [***] audits on the conditions set forth above, [***] until any such audit demonstrates that Licensee is in compliance with its obligations. Licensee must flow this requirement down to all Sublicensees.
Recordkeeping and Audits. Licensee shall keep complete and accurate production and accounting records relating to commercialization (including via sublicensing) of Royalty-bearing Products and calculation of Net Revenues. Caltech shall be entitled to periodically audit such records, during Licensee’s normal business hours, to determine Licensee’s compliance with the provisions of this Article 5. Licensee shall reimburse Caltech one hundred percent (100%) of any unpaid royalties resulting from any noncompliance discovered as a result of any such audit; [***]. Such audits shall be at Caltech’s expense, and shall occur no more than once annually, except that in the case of any underpayment exceeding [***] percent ([***]%) of the amount actually paid: (a) Licensee shall reimburse Caltech for the cost of such audit; [***]. Licensee must flow this requirement down to all Sublicensees.
Recordkeeping and Audits. Licensee shall keep complete and accurate accounting records relating to commercialization (including via sublicensing) of Licensed Products. Caltech shall be entitled to have an independent nationally recognized registered public accounting firm audit such records, during Licensee’s normal business hours, to determine Licensee’s compliance with the provisions of this Article 5. Audits shall be conducted upon not less than *** prior written notice, shall be maintained as confidential information of Licensee and shall occur not more frequently than *** for a period not to exceed ***. Licensee shall reimburse Caltech *** percent (***%) of any unpaid royalties resulting from any underpayments discovered as a result of any such audit; if such underpayment is *** percent (***%) or less, Licensee shall pay Caltech an amount equal to *** percent (***%) of the amount of any underpayment exceeding *** percent (***%) of the amount that should otherwise have been paid by Licensee, its Affiliates and sublicensees. Such audits shall be at Caltech’s expense, and shall occur ***, except that in the case of any underpayment exceeding *** percent (***%) of the amount actually paid: (a) Licensee shall reimburse Caltech for the cost of such audit; and (b) Caltech shall thereafter be entitled to conduct *** audits until ***. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Recordkeeping and Audits. Licensee shall keep complete and accurate production and accounting records relating to commercialization (including via sublicensing) of Licensed Products. Caltech shall be entitled to have an independent CPA periodically audit such records, during Licensee’s normal business hours, to determine Licensee’s compliance with the provisions of this Article 5. Licensee shall reimburse Caltech 100% of any unpaid royalties resulting from any noncompliance discovered as a result of any such audit; and Licensee shall also pay Caltech an additional 50% of the entire amount of any underpayment exceeding 10% of the corresponding amount previously paid. Such audits shall be at Caltech’s expense, and shall occur no more than once annually, except that in the case of any underpayment exceeding 10% of the amount actually paid: (a) Licensee shall reimburse Caltech for the cost of such audit; and (b) Caltech shall be entitled to conduct additional quarterly audits, at Licensee’s expense, until any such audit demonstrates that Licensee is in compliance with its obligations.
Recordkeeping and Audits. Not for execution Adopter will be invoiced for Unit Fees at the time its order is received, except for Annual Unit Fees for Type C Device Keys, which will be charged on an annual basis. AACS LA shall have the right to audit Adopter’s records as provided in the applicable Adopter Agreement for purposes of determining sufficiency of any payments hereunder.
Recordkeeping and Audits. Full compliance with all Subrecipient and federal statutes, laws, rules, and regulations, and these policies shall be required, including but not limited to assurance that all documentation shall be sufficient to meet the requirements of both the RESTORE Act and the Treasury regulations for release of Grant Funds from the RESTORE Act’s Trust Fund, including without limitation 31 C.F.R. § 34.706, 31 C.F.R. § 34.707, and 31 C.F.R. § 34.708. Subrecipient and its lower tier subrecipients shall act in good faith to supply the Institute, CPRA and/or Treasury with any supporting material or documentation needed for release of Grant Funds or for legal compliance. Each Party acknowledges and agrees that Treasury, including the Treasury Office of Inspector General, and the Government Accountability Office may conduct audits, investigations, examinations and reviews of each recipient’s (including Subrecipient and its lower tier subrecipients) and contractor’s accounts, documents, papers or other records, including electronic records, and activities relating to the RESTORE Act and the Grant Funds as deemed appropriate by Treasury and may conduct oversight and monitoring of the progress and financial status of each grant through reporting requirements as provided under the RESTORE Act, the RESTORE Final Rule at 31 C.F.R. Part 34, and as defined in Treasury’s RESTORE Act Centers of Excellence Research Grants Program Guidelines and Application to Receive Federal Financial Assistance and Treasury’s RESTORE Act Financial Assistance Standard Terms and Conditions and Program-Specific Terms and Conditions. Additionally, each Party acknowledges and agrees that the Legislative Auditor of the Institute of Louisiana and/or the auditors of the Office of the Governor, Division of Administration and the Office of the Inspector General shall be entitled to audit all records and accounts, including books, documents, paper and records which relate to this Subaward, including those of any lower tier subrecipients which are reasonably related to this Subaward. Any audit shall be performed in accordance with La. R.S. 24:513 et seq. as applicable. The Grants Officer for this Subaward shall maintain a file relative to the necessary acquisition of services, labor and materials pertaining to costs incurred and in accordance with 2 C.F.R. § 200.333. In addition, Subrecipient and its lower tier subrecipients shall, in accordance with 2 C.F.R. § 200.333, maintain, within each party’s custody and...
Recordkeeping and Audits. KSA agrees to keep accurate and correct records of Licensed Products made, used, or sold and Licensed Processes practiced under this Agreement appropriate to determine the amount of royalties, if any, due AH. Such records shall be retained for at least five (5) years following a given reporting period. They shall be available during normal business hours at KSA s premises for inspection at the expense of AH by an accountant or other designated auditor selected by AH for the sole purpose of verifying reports and payments hereunder. The accountant or auditor shall only disclose to AH information relating to the accuracy of reports and payments made under this Agreement. If an inspection shows an under reporting or underpayment in excess of five (5%) percent for any twelve (12) month period, then KSA shall pay the unreported Royalties, including any late charges as required by Section 4.2 of this Agreement. All payments required under this Section shall be due within thirty (30) days of the date AH provides KSA notice of the payment due.
Recordkeeping and Audits. The Parties to this Agreement acknowledge that each has an obligation to maintain accurate records. Upon reasonable notice, each party shall have the right to inspect and audit the other parties’ operation, records and maintenance and security of the data as it pertains to this agreement. Once performed, the results of the audit shall be made available upon the request to the governing bodies of the City and County.
