Records and Audit Right. 16.1 Buyer shall have the right to examine and audit the books, records and documents of the Supplier at any reasonable time. Such documents include, but are not limited to, financial documents, written policy guidelines and procedures, original price lists, work lists, correspondence, change order files, and all other supporting evidence necessary for documenting actual or compensable costs in conjunction with the Order (all of the above to be referred to hereinafter as: “Documents”).
16.2 For the purposes of such audits, inspections, investigations and evaluations, the Buyer will have access to the Documents and such books and records will be maintained for five (5) years in accordance with generally accepted accounting principles and will be adequate to enable determination and substantiation of: (1) the accuracy of any payments required to be made under the relevant Order; and (2) compliance with the provisions of the relevant Order.
Records and Audit Right. 8.1 Ordering and records
8.1.1 The systems, books and records of Xxxxxxxxxx.xx (including Extranet, faxes and/or emails) shall be considered conclusive evidence in respect of the amount of the Commission due to the Affiliate under this Agreement.
Records and Audit Right. Both parties shall keep complete and accurate books and records reflecting all information necessary or useful in verifying the accuracy of any payment made hereunder. Each party shall have the right to hire an independent certified public accountant to inspect all such records so required to be kept by the other (which accountant shall agree in writing to keep all information confidential except as needed to disclose any discovered discrepancies); provided, such audit (i) is conducted during normal business hours, (ii) is conducted no more often than once per year (unless a discrepancy greater than seven percent (7%) is discovered in favor of the auditing party), and (iii) is conducted only after the auditing party has given ten (10) days prior written notice to the audited party. The auditing party shall bear the full cost and expense of such audit. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable by the party found to have caused the discrepancy. All books and records relating to either party's obligations under this Agreement shall be retained by such party for five years after the Term has expired.
Records and Audit Right. Buyer will keep, and will require all its Related Parties to keep, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the royalties and other amounts payable under this Agreement. Until the expiration of the last Royalty Term, Seller has the right from time to time (not to exceed once during each calendar year) to have an independent certified public accountant inspect such books and records of Buyer and/or its Affiliates at Seller’s expense. Such inspection will be conducted after reasonable prior notice by Seller to Buyer during Buyer’s ordinary business hours, will not be more frequent than once during each calendar year and may cover only the three (3) year period immediately preceding the date of the audit. Any such independent certified accountant will be reasonably acceptable to Buyer, will execute Buyer’s standard form of confidentiality agreement (subject to reasonable modifications agreed by Buyer and such independent certified accountant), and will be permitted to share with Seller solely its findings with respect to the accuracy of the royalties and other CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. amounts reported as payable under this Agreement. If such accounting determines that Buyer paid Seller less than the amount properly due in respect of any calendar quarter, then Buyer will reimburse Seller such amount, and if the amount underpaid exceeds [***] percent ([***]) of the amount actually due or $[***], Buyer will also reimburse Seller for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that Buyer paid Seller more than the amount properly due in respect of any calendar quarter, then any excess payments made by Buyer will be credited against future amounts due to Seller from Buyer, or if no such future amounts are reasonably expected to be due to Seller from Buyer, then Seller will reimburse Buyer for any overpayment by Buyer.
Records and Audit Right. During the term of the Additional Phase III Study and until the completion of the Phase III Final Study Report, GTx shall be responsible for maintaining a complete, accurate and detailed account of all third party external costs expended for the Additional Phase III Study. For the sake of clarity, the costs expended for such Additional Phase III Study shall [ * ] and shall [ * ]. GTx shall furnish to Ipsen a detailed written report of such expended external costs within [ * ] days of the end of each Calendar Quarter period. Upon Xxxxx’x request, which shall be sent with at least [ * ] day prior written notice, Ipsen will have the right not more than once per calendar year to have an inspection during ordinary business hours conducted at Xxxxx’x sole cost and expense by an independent certified accounting firm of an internationally recognized standing selected by Ipsen and to which GTx has no reasonable objection, of such GTx’s records, books and accounts as may be necessary to verify the accuracy of information submitted in respect of the costs incurred by GTx in connection with the Additional Phase III Study [ * ]. In case any discrepancy is found by the independent accountant in the total actual external Third Party costs incurred by GTx for the Additional Phase III Study, which findings shall be made in writing and communicated to the Parties as a final and binding investigation report, the Parties agree to [ * ] so that [ * ]. The amount of [ * ] as determined by the independent accountant shall be [ * ] within [ * ] calendar days after [ * ] the final investigation report of the independent accountant.
Records and Audit Right. Purchaser shall maintain complete and accurate records of Shipments of the Solos Products that are shipped during the Royalty Period and any amounts payable to KOPIN in relation to such Solos Products, which records shall contain information reasonably sufficient to permit KOPIN to confirm the accuracy of any Purchaser Shipment Reports delivered to KOPIN hereunder. Purchaser shall retain such records for at least five (5) years from the date of the Purchaser Shipment Report to which they pertain. At KOPIN’s request and at least thirty (30) days before a planned audit, Purchaser shall, at KOPIN’s expense, permit an independent auditor selected by KOPIN to have access, no more than once each Calendar Year (unless a preceding audit revealed a discrepancy greater than 5% of amounts reported to KOPIN as owed by the Purchaser) and during Purchaser's regular business hours, to those records and documents of Purchaser retained by Purchaser pursuant to this Section 3.5. If the review by the auditor uncovers an underreporting of more than five percent (5%) of the Purchaser Royalties due in a Calendar Year, then the cost of such auditing shall be paid by Purchaser. Purchaser shall keep records as required hereunder at Purchaser’s corporate headquarters.
Records and Audit Right. The Company agrees that it shall keep accurate and complete records and books of account concerning all Prescription Pills Sold during the Term of this Agreement and for two years thereafter. All records and documents relating to Prescription Pills Sold shall be subject to examination, inspection, copying, or audit by personnel authorized by Consultant and/or any third party auditor or accountant designated by Consultant. Except in the event of a good faith dispute between the Parties, such audits shall occur no more than once per 12 month period, upon prior written request. The Company shall provide Consultant with the requested documents or provide adequate and appropriate workspace at the Company’s location in order to conduct such audits. During the two (2) year period after expiration or termination of this Agreement or one (1) year following the completion of any litigation between the Parties, delivery of and access to these items will be at no cost to Consultant. Any audit under this Section 2.3 may only be conducted during reasonable business hours. If the audit reveals Consultant has been underpaid by more than five percent (5%), the Company will reimburse Consultant for all costs and expenses incurred in connection with such audit. The Company will promptly pay Consultant any amounts shown by any such audit to be owing with interest at 10% per annum, from the original date due.
Records and Audit Right. The Company shall keep and maintain complete and accurate records and books of account in sufficient detail so as to enable verification of all payments and monies due and payable by Fujitsu or its designated Affiliate under this Agreement. The Company shall maintain such records and books of account for a period of not less than three (3) years following the year to which such records pertain. The Company shall permit such records and books of account of the Company to be examined at the Company’s premises by an independent certified public accountant selected by Fujitsu (or its designated Affiliate) and reasonably acceptable to the Company, such acceptance not to be unreasonably withheld or delayed; provided that no more than one (1) such examination may be conducted by or on behalf of Fujitsu (or its designated Affiliate) in any calendar year. Each and any such examination shall be conducted during the Company’s normal business hours and only after ten (10) days’ prior written notice to the Company. In performing the examination, the independent certified public accountant shall consult with the Parties as he/she deems appropriate. Upon completion of the examination, the independent certified public accountant shall report to the Parties only whether amounts paid by Fujitsu (or its designated Affiliate) to the Company were underpaid or whether amounts paid by Fujitsu (or its designated Affiliate) to the Company were overpaid and, if so, the amount of such underpayment or overpayment. In the event of underpayment by Fujitsu (or its designated Affiliate), Fujitsu (or its designated Affiliate) shall promptly pay the Company all amounts underpaid. In the event of overpayment by Fujitsu (or its designated Affiliate), the Company shall promptly reimburse Fujitsu (or its designated Affiliate) all amounts overpaid. The cost and expense of such examination shall be borne by Fujitsu (or its designated Affiliate), unless such examination reveals a discrepancy of greater than seven and one-half percent (7.5%), in which case the Company shall bear such cost and expense.
Records and Audit Right
