Common use of Records; Audit Rights Clause in Contracts

Records; Audit Rights. Xxxxx shall, and shall procure that its Affiliates and Sublicensees will, keep and maintain for three (3) years from the date of each payment of royalties hereunder complete and accurate records of gross amounts invoiced and Net Sales by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment under this Section 6.3 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxx to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon thirty (30) days written notice from Evotec. Such audit right shall not be exercised by Evotec more than once in any Calendar Year or more than once with respect to sales of a particular Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of Xxxxx. In the event that an underpayment by Xxxxx hereunder is identified as a result of the audit, Xxxxx shall promptly (but in any event no later than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in any Calendar Year, in which case Xxxxx shall reimburse Evotec for all reasonable costs incurred by Evotec in connection with such audit.

Records; Audit Rights. Xxxxx NT Pharma shall, and shall procure cause each Subcontractor engaged pursuant to Section 3.2 to, maintain complete and accurate books and records, in sufficient detail (and in good scientific manner appropriate for patent and regulatory purposes, when applicable) and for purposes of demonstrating compliance with the terms hereof, that its Affiliates fully and Sublicensees will, keep properly reflect all work done and maintain results achieved with respect to development of Product (the completion of which is evidenced by the obtaining of Regulatory Approval) and maintenance of Regulatory Approval in each country within the Territory (the “Product Records”). NT Pharma shall retain all Product Records that it possesses or obtains through any arrangement with Subcontractors for a period of at least three (3) years from or for such longer period to the date extent required by Applicable Law. During such period, upon the written request of each payment of royalties hereunder complete Pfenex, the Product Records possessed by NT Pharma or obtained by NT Pharma through arrangements with Subcontractors shall be subject to inspection and accurate records of gross amounts invoiced and Net Sales by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment under this Section 6.3 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxx to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours and at such place or places where such records are customarily kept, upon thirty (30) days written notice from Evotec. Such audit right shall not be exercised by Evotec the expense of Pfenex no more than once in any Calendar Year Annual Period (or more than once with respect frequently upon demonstration of reasonable cause). Such audits shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Pfenex and confirmed by NT Pharma in advance, which confirmation shall not be unreasonably withheld or delayed. Pfenex shall treat all information received or subject to sales of a particular Product in a particular period. All records made available for audit shall be deemed to be review under this Section 3.3 as Confidential Information of XxxxxNT Pharma in accordance with the provisions of Article VIII. In Pfenex shall cause its independent auditor to enter into, before the event that an underpayment by Xxxxx hereunder is identified as a result commencement of the audit, Xxxxx shall promptly (but a confidentiality agreement, in form and substance reasonably acceptable to NT Pharma, to maintain such records and information of NT Pharma in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any event no later than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result enforcement of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in any Calendar Year, in which case Xxxxx shall reimburse Evotec for all reasonable costs incurred by Evotec in connection with such auditprovisions hereof.

Records; Audit Rights. Xxxxx Alvogen shall, and shall procure that its Affiliates cause other Selling Persons to, maintain complete and Sublicensees willaccurate books and records, keep in sufficient detail to confirm the accuracy of payments and maintain costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years from or for such longer period to the date extent required by Applicable Law. During such period, upon the written request of each payment Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of royalties hereunder complete Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and accurate records of gross amounts invoiced during normal business hours by an independent auditor selected by Pfenex and Net Sales by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail reasonably acceptable to allow royalties Alvogen. Pfenex shall treat all information received or subject to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment review under this Section 6.3 4.7 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to appoint at its expense an independent certified public accountant enter into a confidentiality agreement, in form and substance reasonably acceptable to Xxxxx Alvogen, to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours at such place or places where maintain such records are customarily keptand information of Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, upon thirty (30) days written notice from Evotecincluding any enforcement of the provisions hereof. Such If any such audit right reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall not be exercised by Evotec more than once promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in Section 4.6, or Pfenex shall promptly pay to Alvogen any Calendar Year or more than once with respect to sales of a particular Product in a particular periodoverpaid amounts paid under this Agreement, as the case may be. All records made available for If any such audit shall be deemed to be Confidential Information of Xxxxx. In the event that reveals an underpayment by Xxxxx hereunder is identified as a result of the audit, Xxxxx shall promptly (but in any event no later amounts due under this Agreement greater than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in amounts actually due for any Calendar YearAnnual Period, in which case Xxxxx then Alvogen shall reimburse Evotec for all pay the reasonable out-of-pocket costs incurred by Evotec in connection with conducting such audit. [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Records; Audit Rights. Xxxxx Alvogen shall, and shall procure that its Affiliates cause other Selling Persons to, maintain complete and Sublicensees willaccurate books and records, keep in sufficient detail to confirm the accuracy of payments and maintain costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years from or for such longer period to the date extent required by Applicable Law. During such period, upon the written request of each payment Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of royalties hereunder complete Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and accurate records of gross amounts invoiced during normal business hours by an independent auditor selected by Pfenex and Net Sales by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail reasonably acceptable to allow royalties Alvogen. Pfenex shall treat all information received or subject to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment review under this Section 6.3 4.8 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to appoint at its expense an independent certified public accountant enter into a confidentiality agreement, in form and substance reasonably acceptable to Xxxxx Alvogen, to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours at such place or places where maintain such records are customarily kept, upon thirty (30) days written notice from Evotecand information of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Such audit right shall not be exercised by Evotec more than once in any Calendar Year or more than once Confidential treatment has been requested with respect to sales the omitted portions. Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any enforcement of a particular Product the provisions hereof. If any such audit reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in a particular periodSection 4.7, or Pfenex shall promptly pay to Alvogen any overpaid amounts paid under this Agreement, as the case may be. All records made available for If any such audit shall be deemed to be Confidential Information of Xxxxx. In the event that reveals an underpayment by Xxxxx hereunder is identified as a result of the audit, Xxxxx shall promptly (but in any event no later amounts due under this Agreement greater than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in amounts actually due for any Calendar YearAnnual Period, in which case Xxxxx then Alvogen shall reimburse Evotec for all pay the reasonable out-of-pocket costs incurred by Evotec in connection with conducting such audit.

Records; Audit Rights. Xxxxx Alvogen shall, and shall procure that its Affiliates cause other Selling Persons to, maintain complete and Sublicensees willaccurate books and records, keep in sufficient detail to confirm the accuracy of payments and maintain costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years from or for such longer period to the date extent required by Applicable Law. During such period, upon the written request of each payment Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of royalties hereunder complete Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and accurate records of gross amounts invoiced during normal business hours by an independent auditor selected by Pfenex and Net Sales by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail reasonably acceptable to allow royalties Alvogen. Pfenex shall treat all information received or subject to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment review under this Section 6.3 4.4 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to appoint at its expense an independent certified public accountant enter into a confidentiality agreement, in form and substance reasonably acceptable to Xxxxx Alvogen, to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours at such place or places where maintain such records are customarily keptand information of Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, upon thirty (30) days written notice from Evotecincluding any enforcement of the provisions hereof. Such If any such audit right reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall not be exercised by Evotec more than once promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in Section 4.3, or Pfenex shall promptly pay to Alvogen any Calendar Year or more than once with respect to sales of a particular Product in a particular periodoverpaid amounts paid under this Agreement, as the case may be. All records made available for If any such audit shall be deemed to be Confidential Information of Xxxxx. In the event that reveals an underpayment by Xxxxx hereunder is identified as a result of the audit, Xxxxx shall promptly (but in any event no later amounts due under this Agreement greater than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in amounts actually due for any Calendar YearAnnual Period, in which case Xxxxx then Alvogen shall reimburse Evotec for all pay the reasonable out-of-pocket costs incurred by Evotec in connection with conducting such audit. [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Records; Audit Rights. Xxxxx Alvogen shall, and shall procure that its Affiliates cause other Selling Persons to, maintain complete and Sublicensees willaccurate books and records, keep in sufficient detail to confirm the accuracy of payments and maintain costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years from or for such longer period to the date extent required by Applicable Law. During such period, upon the written request of each payment NRx, the Product Financial Records shall be subject to inspection and audit by and at the expense of royalties hereunder complete NRx no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and accurate records of gross amounts invoiced and Net Sales during normal business hours by Xxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. Evotec shall have the right for a period of three (3) years after receiving any royalty payment under this Section 6.3 to appoint at its expense an independent certified public accountant auditor selected by NRx and reasonably acceptable to Xxxxx Alvogen. NRx shall treat all information received or subject to audit the relevant records of Xxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxx shall make, and shall procure that its Affiliates and Sublicensees make, its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon thirty (30) days written notice from Evotec. Such audit right shall not be exercised by Evotec more than once in any Calendar Year or more than once with respect to sales of a particular Product in a particular period. All records made available for audit shall be deemed to be review under this ‎Section 4.8 as Confidential Information of XxxxxAlvogen in accordance with the provisions of ‎ARTICLE VIII. In NRx shall cause its independent auditor to enter into a confidentiality agreement, in form and substance reasonably acceptable to Alvogen, to maintain such records and information of Alvogen in confidence in accordance with ‎ARTICLE VIII and not use such records or information except to the event extent permitted by this Agreement, including any enforcement of the provisions hereof. If any such audit reveals that Alxxxxx xas failed to accurately make any payment required under this Agreement, then Alvogen shall promptly pay to NRx any underpaid amounts due under this Agreement, together with interest calculated as set forth in ‎Section 4.7, or NRx shall promptly pay to Alvogen any overpaid amounts paid under this Agreement, as the case may be. If any such audit reveals an underpayment by Xxxxx hereunder is identified as a result of the audit, Xxxxx shall promptly (but in any event no later amounts due under this Agreement greater than thirty (30) days after Kazia’s receipt of any undisputed audit report so concluding) make payment to Evotec of any shortfall. In the event that an overpayment by Xxxxx hereunder is identified as a result of the audit, then Xxxxx may take credit for such overpayment against any future payments due to Evotec (if no future payment is due, then Evotec shall promptly refund such amount to Xxxxx). Evotec shall bear the full cost of any audit unless such audit discloses an underreporting by Xxxxx of five percent (5%) or greater of the aggregate amount of royalties payable in amounts actually due for any Calendar YearAnnual Period, in which case Xxxxx then Alvogen shall reimburse Evotec for all pay the reasonable out-of-pocket costs incurred by Evotec in connection with conducting such audit.