Records of Revenues and Expenses Sample Clauses

Records of Revenues and Expenses. (a) Exhale will maintain complete and accurate records relevant to the calculation of revenues under this Agreement. Not more often than once each year, Exhale shall make the said records available for inspection for the period required by applicable laws, but not less than two (2) years from creation of individual records by a certified public accountant or chartered accountant selected by Schering (subject to the consent of Exhale not to be unreasonably withheld or delayed), for the sole purpose of verifying for Schering the correctness of calculations and classifications of such revenues under this Agreement. Schering shall bear its own costs related to such audit; provided that, for any underpayments greater than five (5) percent by Exhale, Exhale shall pay Schering the amount of underpayment, interest as provided for in Section 8.6 from the time the amount was due and Schering’s reasonable out-of-pocket expenses for such audit. For any underpayments of less than five (5) percent by Exhale, Exhale shall pay Schering the amount of underpayment. Any overpayments by Exhale will be refunded to Exhale or credited to future royalties, at Exhale’s discretion. Any records or accounting information received from Exhale shall be Confidential Information for the purposes of Article X. Results of any such audit shall be provided to both Parties and shall also constitute Confidential Information for the purposes of Article X, provided that accountants are bound by appropriate confidentiality obligations and may only provide Schering with evidence of any royalty payment discrepancies. (b) If there is a dispute between the Parties following any audit performed pursuant to Section 8.10 (a), either Party may refer the issue (an “Audit Disagreement”) to an internationally recognized independent certified public accountant or chartered accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures: (i) the Party submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the procedures of this Section 8.10(b); (ii) within thirty (30) Business Days of the giving of such notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve such Audit Disagreement.

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Records of Revenues and Expenses. (a) Each Party will maintain complete and accurate records which are relevant to revenues, costs, expenses and payments on a country-by-country basis under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party's expense and not more often than once each year by a certified public accountant selected by the other Party, or the other Party's internal accountants unless the first Party objects to the use of such internal accountants, for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such revenues, costs, expenses or payments made under this Agreement. Each party shall bear its own costs related to such audit; provided, however, that, for any underpayments by a Party greater than five percent (5%), such Party shall pay the other Party the amount of underpayment, interest as provided for in Section 5.04(b) from the time the amount was due and the other Party's out-of-pocket expenses. For any underpayments less than five percent (5%) by a Party found under this Section, such Party shall pay the other Party the amount of underpayment. Any overpayments by a Party will be refunded to such Party or credited to future royalties, at such Party's election. Any records or accounting information received from the other Party shall be Confidential Information for purposes of Article VII. Results of any such audit shall be provided to both Parties, subject to Article VII. (b) If there is a dispute between the Parties following any audit performed pursuant to Section 10.03(a), either party may refer the issue (an "AUDIT DISAGREEMENT") to an independent certified public accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures: (i) The Party submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the procedures of this Section 10.03(b). (ii) Within thirty (30) business days of the giving of such notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve such Audit Disagreement. (iii) The Audit Disagreement submitted for resolution shall be described by the Parties to the independent expert, which description may be in written or oral form, within ten (10) busi...

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Records of Revenues and Expenses. Myogen will maintain complete and accurate accounts and records of revenues, costs, expenses and payments earned or made in connection with this Agreement and such records shall be available for examination at HMR's expense during Myogen's reasonable business hours for a period of two (2) years from creation of the individual records. In addition, not more often than once each year, HMR may designate a firm of certified public accountant acceptable to Myogen to verify the correctness of calculations and classifications of such revenues, costs, expenses or payments earned or made in connection with this Agreement. Amounts that are determined to be due as a result of any variances in revenues, costs, expenses or payments earned or made in connection with this Agreement discovered during such audit shall be paid by Myogen within thirty (30) days of the conclusion of the audit (subject to Article XIII hereof). If the audit results in a variance of more than 5% in favor of HMR, the reasonable audit expenses of HMR shall be paid by Myogen. Any records or accounting information received from Myogen shall be included within the definition of Confidential Information for purposes of Article VI. In the event the provisions of Section 9.5.3 apply, the provisions of this Section 8.1 shall apply to HMR.

Records of Revenues and Expenses. Each Party will maintain complete and accurate records which are relevant to revenues, costs, expenses and payments on a country-by-country basis in the Territory under this Agreement and such records shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination at the other Party's expense and not more often than once each year by a certified public accountant selected by the other Party, or the other Party's internal accountants unless the first Party objects to the use of such internal accountants, for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such revenues, costs, expenses or payments made under this Agreement. Each Party shall bear its own costs related to such audit; PROVIDED that, for any underpayments greater than five (5) percent by Schering, Schering shall pay Techniclone the amount of underpayment, interest as provided for in Section 6.03 from the time the amount was due and Techniclone's out-of-pocket expenses. For any underpayments less than five (5) percent by Schering found under this Section, Schering shall pay Techniclone the amount of underpayment. Any overpayments by Schering will be refunded to Schering or credited to future royalties, at Schering's election. Any records or accounting information received from the other Party shall be Confidential Information for purposes of Article VIII. Results of any such audit shall be provided to both Parties, subject to Article VIII.

Records of Revenues and Expenses. (a) Each Party will maintain complete and accurate records which are relevant to revenues, costs, expenses and payments under this Agreement and such records shall be open during reasonable business hours for a period of [***] from the creation of individual records for examination at the other Party's expense, and not more often than [***] by an independent certified public accountant selected by the other Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such revenues, costs, expenses or payments made under this Agreement. In the absence of material shortfalls (in excess of [***] of the royalties or other amounts payable under this Agreement) in any request for reimbursement resulting from such audit, the accounting expense shall be paid by the Party requesting the audit. If material shortfalls do result, the audited Party shall bear the accounting expense. In any case, the audited Party shall pay the -------- [***]=CONFIDENTIAL TREATMENT REQUESTED

Records of Revenues and Expenses. Vincera shall maintain complete and accurate records which are relevant to the calculation of the success fee for Initial Qualified Financing as well as of the royalties payable by Vincera to Bayer on Net Sales of Licensed Products under this Agreement, and such records shall be in accordance with US-GAAP and open during reasonable business hours for a period of [*] from creation of individual records for examination at Bayer’s expense and not more often than [*] by an independent certified public accountant selected by Bayer and acceptable to Vincera for the sole purpose of verifying for Bayer the correctness of calculations of royalties and classifications of such Net Sales under this Agreement. Bayer shall bear its own costs related to such audit; provided that, for any underpayments by Vincera of royalties to Bayer [*] that is identified based on such audit that are greater than [*], Vincera shall pay Bayer [*]. For any underpayments by Vincera found under this Section 5.6, Vincera shall pay Bayer the amount of such underpayment. Any overpayments by Vincera will, at Vincera’s option, be refunded to Vincera or credited to future royalties. Any records or accounting information received from Vincera shall be Vincera’s Information, and the accountant will sign a confidentiality agreement in form and substance that is reasonably satisfactory to Vincera prior to beginning the audit. Results of any such audit shall be provided to both Parties and shall also be deemed Information for purposes of Section 6.1.

Records of Revenues and Expenses. Maintenance and Audit. Each Party will maintain complete and accurate records which are relevant to revenues, costs, expenses and payments under this Agreement and such records shall be open during reasonable business hours for a period of five (5) years from creation of individual records for examination at the other Party's expense and not more often than once each year by a certified public accountant selected by the other Party for the sole purpose of verifying for the inspecting Party the correctness of calculations and classifications of such revenues, costs, expenses or payments made under this Agreement. In the absence of material discrepancies (in excess of [ * ] of the line item being audited) in any request for reimbursement resulting from such audit, the accounting expense shall be paid by the Party requesting the audit. If material discrepancies do result, the audited Party shall bear the accounting expense. Any records or accounting information received from the other Party shall be Confidential Information for purposes of Article 12. Results of any such audit shall be provided to both Parties, subject to Article 12.

Records of Revenues and Expenses. VaxGen will maintain complete and accurate records which are relevant to revenues, costs, expenses and payments under this Agreement, and such records shall be open during reasonable business hours for a period of [ * ] from the creation of individual records for examination at Kaketsuken’s expense, and not more often than [ * ] each Calendar Year, by an independent certified public accountant selected by Kaketsuken and reasonably acceptable to VaxGen for the sole purpose of verifying for Kaketsuken the correctness of calculations and classifications of such revenues, costs, expenses or payments made under this Agreement. In the absence of material shortfalls [ * ] in any request for reimbursement resulting from such audit, the accounting expense shall be paid by Kaketsuken. If material shortfalls do result, VaxGen shall bear the accounting expense. [ * ] Any records or accounting information received from VaxGen shall be Confidential Information for purposes of Article 10. Results of any such audit shall be provided to both Parties, subject to Article 10.

Records of Revenues and Expenses. Xxxxxx Xxxxxxx shall maintain complete and accurate records which are relevant to the revenues on a country-by-country basis under this Agreement, and such records shall be open during reasonable business hours for a period of *** from creation of individual records for examination at Palatin’s expense and not more often than *** by a certified public accountant selected by Palatin or Palatin’s internal accountants, unless Xxxxxx Xxxxxxx objects to the use of such internal accountants, for the sole purpose of verifying for Palatin the correctness of calculations and classifications of such revenues under this Agreement. Palatin shall bear its own costs related to such audit; provided, that for any underpayments greater than *** percent (***%) by Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx shall pay Palatin the amount of underpayment, interest as provided for in Section 9.3 from the time the amount was due and Palatin’s out-of-pocket expenses. For any underpayments less than *** percent (***%) by Xxxxxx Xxxxxxx found under this Section 9.7.1, Xxxxxx Xxxxxxx shall pay Palatin the amount of such underpayment. If Xxxxxx Xxxxxxx shall pay any underpayment even it is over *** percent (*** %) before such examination to be made by Palatin, no interest or no other payments will be made consequently. Any overpayments by Xxxxxx Xxxxxxx will, at Palatin’s option, be refunded to Xxxxxx Xxxxxxx or credited to future royalties. Any records or accounting information received from Xxxxxx Xxxxxxx shall be confidential information for purposes of Section 10.1. Results of any such audit shall be provided to both Parties and shall be confidential information for purposes of Section 10.1.

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