Common use of Records; Audits Clause in Contracts

Records; Audits. 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 whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at the other Party’s expense, to engage an independent certified public accounting firm reasonably acceptable to the 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 any report or payment made under this Agreement. The Party 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 which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party 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 under this Agreement or (ii) refunded within thirty (30) days of its written request therefor.

Records; Audits. Each Party shall keep or cause Aptose and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to be kept permit CG to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events, and any amounts invoiced under Section 5.5(e). CG and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit Aptose to confirm the accuracy of the amounts invoiced under Section 5.4. Upon reasonable prior notice, 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 whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the end of the calendar year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the results thereof to the other Partyaccountant’s report. The auditing 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 or overcharge by the audited Party of more than ten percent (510%) of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party 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 under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause MPI will maintain complete and accurate records in sufficient detail to be kept such records as are reasonably required permit SGI to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in confirm the United States, accuracy of the amounts due calculation of royalty payments under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other PartyParty to confirm the accuracy of all Joint Development Costs and, at 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’s expense”), to engage and not more often than [***], by an independent certified public accounting firm accountant selected by the Auditing Party and reasonably acceptable to the first Party being audited (the “Audited Party”), at reasonable times 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 more than once a year and upon reasonable noticedisclose the Audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by that Party or completeness the amount of any report payments due by MPI or payment made SGI under this Agreement. The Party undertaking such audit or examination shall promptly provide a copy of Any amounts shown to be [***] within thirty (30) days from the results thereof 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 other Partyaccountant’s report. The Auditing 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 quarterowed during the applicable [***] of more than [***], in which case the other Audited Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party 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 under this Agreement or (ii) refunded within thirty (30) days of its written request therefor[***].

Records; Audits. Each Party BioAlliance shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records pertaining to the sale or cause to be kept such records as are reasonably required to determineother disposition of Licensed Product in the Territory, in a mannersufficient detail to permit NovaDel to confirm the accuracy of all payments due hereunder, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum period of three (3) years following the calendar year to Calendar Quarter in which such payment is due. NovaDel shall keep complete and accurate records pertainpertaining to NovaDel Development Expenses, in sufficient detail to permit BioAlliance to confirm the accuracy of all payments due hereunder, for a period of three (3) years following the Calendar Quarter in which such payment is due. Each Party A party shall permit have the other Partyright to have an independent, at the other Party’s expense, to engage an independent certified public accounting firm account reasonably acceptable to the first Partyother party, at reasonable times not more than once a year have access *** Portion for which confidential treatment requested. during normal business hours, and upon reasonable prior written notice, to examine only those such of the records of the other party and its Affiliates as may be reasonably necessary to determineverify the accuracy of such Net Sales, with respect to Milestone Payments or NovaDel Development Expenses for any calendar year Calendar Quarter ending not more than five thirty-six (536) years months prior to the other Party’s requestdate of such request provided, however, that in each case a party shall not have the correctness or completeness of right to conduct more than one such audit in any report or payment made under this Agreementtwelve (12)-month period. The Party 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 auditing party 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 *** of the amount actually due hereunder with respect to any particular calendar quarterof *** under this Agreement, in which case case, the other Party party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined and shall promptly pay to the other Party remit the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8underpayment. Any overpayment revealed by shall be promptly refunded. The results of such an audit or examination shallaccounting firm shall be final, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforabsent manifest error.