Common use of Records; Audits Clause in Contracts

Records; Audits. XXX and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Virobay to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * *] years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 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 the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [* * *] days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than [* * *] of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Takeda and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Virobay ITI to confirm the accuracy of the calculation of royalty payments payments, Takeda’s compliance with Section 1.64 and the achievement of sales milestone events. Virobay ITI and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX Takeda to confirm the accuracy of the calculation of FTEs and Third Party payments for research, Development or Manufacturing reimbursed by XXX Takeda under Section 7.1, 7.2, 7.4 or 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * ***] years ([***]) [***] from the end of the calendar year to which they pertain for examination, not more often than once each calendar year[***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 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 the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [* * ***] days ([***]) [***] from the accountant’s report, plus interest (as set forth in Section 8.98.8) from the original due date. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than [* * ***] ([***]) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Oncoheroes and its Affiliates and sublicensees Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Virobay Allarity to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * *] three (3) years from the end of the calendar year Calendar Year to which they pertain for examination, not more often than once each calendar yearCalendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 disclose the audited Party’s Confidential Information, except to the extent extent, such disclosure is necessary to 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 under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within [* * *] forty-five (45) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. The 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 [* * *] five percent (5%) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Each of Licensee and C4T shall keep, and shall require its Affiliates and sublicensees will maintain complete Sublicensees (in the case of Licensee) and accurate (sub)licensees (in the case of C4T) to keep complete, fair and true books of accounts and records in sufficient detail to permit Virobay to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * *] years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying determining the accuracy of the financial reports furnished by amounts payable to the other Party pursuant to this Agreement. Any such auditor Such books and records shall not disclose be kept for at least [*] Calendar Years following the audited Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy end of the financial reports furnished by Calendar Year to which they pertain. Each of C4T and Licensee shall have the audited Party or the amount of payments due by one Party right to cause an independent, certified public accountant [*] to the other Party under this Agreementto audit such other Party’s records to confirm Net Sales, royalties and other payments for a period covering not more than the [*] Calendar Years. Any amounts shown Such audits may be exercised during normal business hours upon reasonable prior written notice to the Party being audited and shall not be owed but unpaid conducted more frequently than once annually, provided that [*]. Reasonable adjustments shall be paid within [* * *] days from made by the accountant’s report, plus interest (as set forth in Section 8.9) from Parties to reflect the original due dateresults of such audit. The auditing Party initiating an audit shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than [* * *] of the aggregate amount dueof royalties or other payments due under this Agreement for any applicable Calendar Quarter, in which case case, the audited Party shall bear the full [*] cost of such auditaudit and shall promptly remit to the auditing Party the amount of any underpayment. Any overpayment by the audited Party revealed by an audit shall be fully creditable against future payment owed by such audited Party to the auditing Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party).

Records; Audits. XXX and its Affiliates and sublicensees will Each Party shall maintain complete and accurate records in sufficient detail to permit Virobay the other Party to confirm the accuracy of the calculation of royalty payments and to the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third other Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of [* * *] three (3) years from the end creation of the calendar year to which they pertain individual records for examinationexamination at auditing Party’s expense, and not more often than once each calendar yearFiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 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 the audited Party or the amount of payments due by one Party to the other audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [* * *] thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.98.7 ) from the original due date. Any amounts determined to be overpaid shall be refunded within thirty (30) days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by of the audited Party amount actually owed during the applicable Fiscal Year of more than [* * *] of the amount due5%, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Aptose and its Affiliates and sublicensees Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Virobay CG to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay CG and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit XXX Aptose to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX amounts invoiced under Section 8.23.4. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * *] three (3) years from the end of the calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 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 the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within [* * *] forty-five (45) days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. The 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 due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX and its Affiliates and sublicensees will Each Party shall maintain complete and accurate records in sufficient detail to permit Virobay the other Party to confirm the accuracy of the calculation of royalty payments and to the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third other Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of [* * *] three (3) years from the end creation of the calendar year to which they pertain individual records for examinationexamination at auditing Party’s expense, and not more often than once each calendar yearFiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 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 the audited Party or the amount of payments due by one Party to the other audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [* * *] thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.98.6) from the original due date. Any amounts determined to be overpaid shall be refunded within thirty (30) days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by of the audited Party amount actually owed during the applicable Fiscal Year of more than [[ * * *] of the amount due], in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Each Party shall, and shall ensure that its Affiliates and sublicensees will shall, maintain complete and accurate records in accordance with U.S. GAAP or Japan GAAP, as applicable with respect to the audited Party, and in sufficient detail to permit Virobay the other Party to confirm the accuracy of the calculation any calculations of royalty applicable costs or payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail pursuant to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2this 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 end of the calendar year to which they pertain for examinationpertain, 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 audited Party, for the sole purpose of verifying the accuracy of the financial reports calculations, payments or reports, as applicable, furnished by the other 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 calculations, payments or reports, as applicable, furnished by the such audited Party or the amount of payments due by one Party to the other Party 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 datedate or the date 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 or miscalculation by the audited Party of more than [* * *] of the amount duefive percent (5%) or Fifty Thousand Dollars ($50,000) whichever is greater, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Verrica and its Affiliates and sublicensees Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Virobay Lytix to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * ***] years from the end of the calendar year Calendar Year to which they pertain for examination, not more often than once each calendar yearCalendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 disclose the audited Party’s Confidential Information, except to the extent extent, such disclosure is necessary to 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 under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within [* * ***] days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. The 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 [* * ***] of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. XXX Elanco and its Affiliates and sublicensees their Sublicensees and Distributors will maintain complete and accurate records in reasonably sufficient detail to permit Virobay KindredBio to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit XXX to confirm the accuracy of the calculation of FTEs and Third Party payments for Development or Manufacturing reimbursed by XXX under Section 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [* * ***] years from the end of the calendar year Calendar Year to which they pertain for examination, not more often than once each calendar yearCalendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, 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 disclose the audited Party’s Confidential Information, except to the extent extent, such disclosure is necessary to 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 under this Agreement. Any amounts shown to be owed but unpaid shall be paid paid, and any amounts showed to be overpaid will be refunded, within [* * ***] days from the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. The 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 [* * ***] percent ([***]%) of the amount due, in which case the audited Party shall bear the full cost of such audit.