Common use of Reporting of Financial Information Clause in Contracts

Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Licensee or an Affiliate of Licensee registering securities in a public offering, Licensor shall reasonably cooperate with Licensee or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Licensed Products that are at that time in existence and in the possession of Licensor as Licensee may reasonably request in connection with the preparation by Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by Licensee or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X. Licensor shall provide all financial information reasonably available to Licensor that Licensee reasonably requests to comply with any SEC requirements that apply in connection with Licensee or an Affiliate of Licensee registering securities in a public offering. The cooperation provided by Licensee under this Section 11.9 (Reporting of Financial Information) will include: (i) [***] to the extent required in connection with any such audit performed by Licensee’s auditors, (ii) providing Licensee or its Affiliates and their respective accountants and auditors with access to [***] by Licensor to Licensor’s accountants and auditors, and (iii) causing Licensor’s accountants, auditors, and counsel to cooperate with Licensee or its Affiliates and its accountants, auditors, and counsel. Licensor hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee under this Section 11.9 (Reporting of Financial Information) in any filing by Licensee or its Affiliates with the SEC and, upon request therefor of Licensee, agrees to request that any auditor of Licensor that audits any financial statements provided to Licensee or its Affiliates under this Section 11.9 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee or its Affiliates with the SEC.

Appears in 1 contract

Samples: License Agreement (Roivant Sciences Ltd.)

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Reporting of Financial Information. From and after the Effective Date, upon [**] notice to Nabriva, in the extent event that Licensee is required by the SEC in connection with Licensee to produce “carve out” financial statements (historical or an Affiliate of Licensee registering securities in a public offering, Licensor shall reasonably cooperate with Licensee or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to pro forma) for the Licensed Products that are at that time in existence and in the possession of Licensor as Licensee may reasonably request Field in connection with the preparation by Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required Territory to be included in any securities filing made by Licensee or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X. Licensor X, Nabriva shall provide all such financial information reasonably available to Licensor that as is required by Licensee reasonably requests to comply with any SEC requirements that apply in connection Rule 3-05 and 11-02 of Regulation S-X or otherwise cooperate with Licensee or an Affiliate of Licensee registering securities in a public offering. The cooperation provided by Licensee under this Section 11.9 (Reporting of Financial Information) will include: (i) [***] to the extent required in connection with any such audit performed by Licensee’s auditors, (ii) providing Licensee or its Affiliates and their respective accountants and auditors with by providing access to information, books, and records to the extent related to the Licensed Products in the Field in the Territory, in each case as Licensee may reasonably request in connection with the preparation of such “carve out” financial statements. Licensee shall derive such “carve out” financial statements from Nabriva’s historical financial statements and accurately present in all material respects the financial position of the Licensed Products in the Field in the Territory as of the dates thereof. Licensee shall (i) submit to Nabriva any proposed filing containing or incorporating by reference any financial statements provided to Licensee under this Clause 7.8 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no event, unless inconsistent with Applicable Law, less than [***] by Licensor prior to Licensor’s accountants and auditors, the anticipated date of filing) so as to provide Nabriva a reasonable opportunity to comment thereon and (iiiii) causing Licensor’s accountantsin good faith consider incorporating such comments. Subject to the immediately preceding sentence, auditors, and counsel to cooperate with Licensee or its Affiliates and its accountants, auditors, and counsel. Licensor Nabriva hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee under this Section 11.9 Clause 7.8 (Reporting of Financial Information) ), to the extent related to the Licensed Products in the Field in the Territory, in any filing by Licensee or its Affiliates with the SEC U.S. Securities and Exchange Commission and, upon request therefor of Licensee, agrees to request that any auditor of Licensor Nabriva that audits any financial statements provided to Licensee or its Affiliates under this Section 11.9 Clause 7.8 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee or its Affiliates with the SECU.S. Securities and Exchange Commission to the extent related to the Licensed Products in the Field in the Territory. Licensee shall reimburse Nabriva for all costs and expenses incurred by or on account of Nabriva in connection with its compliance with this Clause 7.8 (Reporting of Financial Information). All information of Nabriva obtained by or on behalf of Licensee under this Clause 7.8 (Reporting of Financial Information) shall be deemed Confidential Information of Nabriva.

Appears in 1 contract

Samples: License Agreement (Nabriva Therapeutics PLC)

Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Licensee or an Affiliate of Licensee registering securities in a public offering, Licensor and at Licensee’s cost and expense, Ligand shall (a) reasonably cooperate with Licensee or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Licensed Products that are at that time in existence and in the possession of Licensor as Licensee may reasonably request in connection with the preparation by Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Products as may be required to be included in any filing made by Licensee or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunderthereunder and (b) without limiting the foregoing, including Regulation S-X. Licensor shall provide all Licensee with such information as is reasonably required for Licensee or its Affiliates to prepare audited “carve out” financial statements related to the Products, for the two (2) Fiscal Years prior to the Effective Date (or such shorter period as agreed to by Licensee) and information requested by Licensee and reasonably necessary to prepare any applicable pro forma financial information reasonably available required to Licensor that Licensee reasonably requests to comply with any SEC requirements that apply in connection with Licensee or an Affiliate of Licensee registering securities in a public offering. The cooperation provided be filed by Licensee under this Section 11.9 (Reporting of Financial Information) will with the SEC. Such cooperation shall include: , as applicable, (i) [***] the signing of management representation letters to the extent required in connection with any such audit performed by Licensee’s auditors, (ii) providing Licensee or its Affiliates and their respective accountants and auditors with access to [***] management representation letters provided by Licensor Ligand to LicensorLicensee’s accountants and auditors, and (iii) causing LicensorLigand’s accountants, auditors, and counsel to reasonably cooperate with Licensee or its Affiliates and its accountants, auditors, and counselcounsel in connection with the preparation and audit of any financial information to be provided under this Section 6.5 (Reporting of Financial Information). Licensor If Ligand elects to provide Licensee with the audited financial statements contemplated hereunder, the selection of an external audit firm will be at the discretion of Ligand. Such financial statements shall be derived from Ligand’s historical financial statements, and accurately present in all material respects the financial position of the Licensed Products as of the dates thereof. Ligand hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee under this Section 11.9 6.5 (Reporting of Financial Information) in any filing by Licensee or its Affiliates with the SEC and, upon reasonable request therefor of Licensee, agrees to request that any auditor of Licensor Ligand that audits any financial statements provided to Licensee or its Affiliates under this Section 11.9 6.5 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee or its Affiliates with the SEC.

Appears in 1 contract

Samples: License Agreement (Ligand Pharmaceuticals Inc)

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Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with Licensee Roivant or an Affiliate of Licensee Roivant registering securities in a public offering, Licensor TheraVida shall reasonably (a) cooperate with Licensee Roivant or its Affiliates and their respective accountants and auditors by providing access to information, books, and records related to the Licensed Products that are at that time in existence and in the possession of Licensor as Licensee Roivant may reasonably request in connection with the preparation by Licensee Roivant or its Affiliates of historical and pro forma financial statements related to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Confidential EXECUTION VERSION the Licensed Products as may be required to be included in any filing made by Licensee Roivant or any of its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation S-X. Licensor X and (b) without limiting the foregoing, shall provide all Roivant with such information as is required for Roivant or its Affiliates to prepare audited “carve out” financial information reasonably available statements related to Licensor that Licensee reasonably requests to comply with any SEC requirements that apply in connection with Licensee or an Affiliate of Licensee registering securities in a public offering. The cooperation provided by Licensee under this Section 11.9 (Reporting of Financial Information) will include: (i) the Licensed Products, for the [***] prior to the Effective Date (or such shorter period as agreed to by Roivant) and information requested by Roivant and reasonably necessary to prepare any applicable pro forma financial information required to be filed by Roivant with the SEC. Such cooperation shall include, as applicable, (i) the signing of management representation letters to the extent required in connection with any such audit performed by LicenseeRoivant’s auditors, (ii) providing Licensee Roivant or its Affiliates and their respective accountants and auditors with access to [***] management representation letters provided by Licensor TheraVida to LicensorTheraVida’s accountants and auditors, and (iii) causing LicensorTheraVida’s accountants, auditors, and counsel to cooperate with Licensee Roivant or its Affiliates and its accountants, auditors, and counselcounsel in connection with the preparation and audit of any financial information to be provided under this Section 10.6 (Reporting of Financial Information). Licensor If TheraVida elects to provide Roivant with the audited financial statements contemplated hereunder, the selection of an external audit firm will be at the discretion of TheraVida. Such financial statements shall be derived from TheraVida’s historical financial statements, and accurately present in all material respects the financial position of the Licensed Products as of the dates thereof. TheraVida hereby consents to the inclusion or incorporation by reference of any financial statements provided to Licensee Roivant under this Section 11.9 10.6 (Reporting of Financial Information) in any filing by Licensee Roivant or its Affiliates with the SEC and, upon request therefor of LicenseeRoivant, agrees to request that any auditor of Licensor TheraVida that audits any financial statements provided to Licensee Roivant or its Affiliates under this Section 11.9 10.6 (Reporting of Financial Information) consent to the inclusion or incorporation by reference of its audit opinion with respect to such financial statements in any filing by Licensee Roivant or its Affiliates with the SEC. Roivant shall promptly pay or reimburse all documented costs incurred by TheraVida or its Affiliates in complying with this Section 10.6 (Reporting of Financial Information).

Appears in 1 contract

Samples: License Agreement (Dermavant Sciences LTD)

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