Common use of Records; Audits Clause in Contracts

Records; Audits. MPI will maintain complete and accurate records in sufficient detail to permit SGI to confirm the accuracy of the calculation of royalty payments under this Agreement. Each Party will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of all Joint Development Costs and, except as provided in Section 7.8, any other costs shared by the Parties or other payments made by one Party to the other under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [***] from the creation of individual records for examination [***] the Party requesting the audit (the “Auditing Party”), and not more often than [***], by an independent certified public accountant selected by the Auditing Party and reasonably acceptable to the Party being audited (the “Audited Party”), for the sole purpose of verifying the accuracy of the financial reports furnished by the Audited Party pursuant to this Agreement. Any such auditor shall not disclose the Audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by that Party or the amount of payments due by MPI or SGI under this Agreement. Any amounts shown to be [***] within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been [***] within sixty (60) days from the accountant’s report. The Auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed during the applicable [***] of more than [***], in which case the Audited Party shall [***].

Records; Audits. MPI will maintain complete Each Party shall keep or cause to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and accurate whether or not such Party is complying with the terms of this Agreement; such records in sufficient detail must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit SGI the other Party, at the other Party’s expense, to confirm engage an independent certified public accounting firm reasonably acceptable to the accuracy first Party, at reasonable times not more than once a year and upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than five (5) years prior to the other Party’s request, the correctness or completeness of the calculation of royalty payments any report or payment made under this Agreement. Each The Party will maintain complete and accurate records undertaking such audit or examination shall promptly provide a copy of the results thereof to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarter, in sufficient detail to permit which case the other Party to confirm shall bear the accuracy reasonable, documented cost of all Joint Development Costs and, except as provided in Section 7.8, any other costs shared by the Parties performance of such audit or other payments made by one examination. The Party whose records are being audited or examined shall promptly pay to the other under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [***] from the creation of individual records for examination [***] the Party requesting the audit (the “Auditing Party”), and not more often than [***], by an independent certified public accountant selected by the Auditing Party and reasonably acceptable to the Party being audited (the “Audited Party”), for the sole purpose of verifying the accuracy of the financial reports furnished by the Audited Party pursuant to this Agreement. Any such auditor shall not disclose the Audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by that Party or the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due by MPI or SGI under this Agreement. Any amounts shown to be [***] Agreement or (ii) refunded within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been [***] within sixty (60) days from the accountant’s report. The Auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed during the applicable [***] of more than [***], in which case the Audited Party shall [***]its written request therefor.

Records; Audits. MPI Aptose and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit SGI CG to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events, and any amounts invoiced under this AgreementSection 5.5(e). Each Party CG and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit the other Party Aptose to confirm the accuracy of all Joint Development Costs and, except as provided in the amounts invoiced under Section 7.8, any other costs shared by the Parties or other payments made by one Party to the other under this Agreement5.4. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [***] three (3) years from the creation end of individual records the calendar year to which they pertain for examination [***] the Party requesting the audit (the “Auditing Party”)examination, and not more often than [***]once each calendar year, by an independent certified public accountant selected by the Auditing auditing Party and reasonably acceptable to the Party being audited (the “Audited Party”), for the sole purpose of verifying the accuracy of the financial reports furnished by the Audited other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the Audited audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by that the audited Party or the amount of payments due by MPI or SGI one Party to the other Party under this Agreement. Any amounts shown to be [***] owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within thirty forty-five (30) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been [***] within sixty (6045) days from the accountant’s report. The Auditing auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than ten percent (10%) of the amount actually owed during the applicable [***] of more than [***]due, in which case the Audited audited Party shall [***]bear the full cost of such audit.

Records; Audits. MPI will Each Party shall, and shall ensure that its Affiliates and sublicensees shall, maintain complete and accurate records in sufficient detail accordance with U.S. GAAP or Japan GAAP, as applicable with respect to permit SGI to confirm the accuracy of the calculation of royalty payments under this Agreement. Each Party will maintain complete audited Party, and accurate records in sufficient detail to permit the other Party to confirm the accuracy of all Joint Development Costs and, except as provided in Section 7.8, any other calculations of applicable costs shared by the Parties or other payments made by one Party pursuant to the other under this Agreement. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of [***] five (5) years from the creation end of individual records for examination [***] the Party requesting the audit (the “Auditing Party”)calendar year to which they pertain, and not more often than [***]once each calendar year, by an independent certified public accountant selected by the Auditing Party requesting the audit and reasonably acceptable to the Party being audited (the “Audited Party”), for the sole purpose of verifying the accuracy of the financial reports calculations, payments or reports, as applicable, furnished by the Audited audited Party pursuant to this Agreement. Any such auditor shall not disclose the Audited audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports calculations, payments or reports, as applicable, furnished by that such audited Party or the amount of payments due by MPI or SGI under this Agreement. Any amounts shown to be [***] owed but unpaid or miscalculations shown to be made shall be paid and/or corrected, as applicable, within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.98.8) from the original due date. Any amounts shown to have been [***] within sixty (60) days from date or the accountant’s reportdate of the miscalculation, as applicable. The Auditing Party requesting the audit shall bear the full cost of such audit unless such audit discloses an underpayment of or miscalculation by the amount actually owed during the applicable [***] audited Party of more than [***]five percent (5%) or Fifty Thousand Dollars ($50,000) whichever is greater, in which case the Audited audited Party shall [***]bear the full cost of such audit.

Records; Audits. MPI will maintain BioAlliance shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records pertaining to the sale or other disposition of Licensed Product in the Territory, in sufficient detail to permit SGI to confirm the accuracy of the calculation of royalty payments under this Agreement. Each Party will maintain complete and accurate records in sufficient detail to permit the other Party NovaDel to confirm the accuracy of all Joint Development Costs andpayments due hereunder, except as provided in Section 7.8, any other costs shared by the Parties or other payments made by one Party to the other under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [***] from three (3) years following the creation Calendar Quarter in which such payment is due. NovaDel shall keep complete and accurate records pertaining to NovaDel Development Expenses, in sufficient detail to permit BioAlliance to confirm the accuracy of individual records all payments due hereunder, for examination [***] a period of three (3) years following the Party requesting Calendar Quarter in which such payment is due. A party shall have the audit (the “Auditing Party”)right to have an independent, and not more often than [***], by an independent certified public accountant selected by the Auditing Party and account reasonably acceptable to the Party being audited (the “Audited Party”)other party, have access *** Portion for the sole purpose of verifying the accuracy which confidential treatment requested. during normal business hours, and upon reasonable prior written notice, to such of the financial reports furnished by records of the Audited Party pursuant to this Agreement. Any such auditor shall not disclose the Audited Party’s Confidential Information, except to the extent such disclosure is other party and its Affiliates as may be reasonably necessary to verify the accuracy of such Net Sales, Milestone Payments or NovaDel Development Expenses for any Calendar Quarter ending not more than thirty-six (36) months prior to the financial reports furnished by date of such request provided, however, that Party or in each case a party shall not have the amount of payments due by MPI or SGI under this Agreement. Any amounts shown right to be [***] within thirty conduct more than one such audit in any twelve (30) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been [***] within sixty (60) days from the accountant’s report12)-month period. The Auditing Party auditing party shall bear the full cost of such audit unless such audit discloses an underpayment of *** of the amount actually owed during the applicable [of ***] of more than [***]* under this Agreement, in which case case, the Audited Party other party shall [***]bear the full cost of such audit and shall promptly remit the amount of any underpayment. Any overpayment shall be promptly refunded. The results of such accounting firm shall be final, absent manifest error.