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 (or equivalent foreign agency) in connection with EverInsight or an Affiliate of EverInsight registering securities in a public offering, VistaGen shall (a) cooperate with EverInsight or its Affiliates and their respective accountants and auditors by providing copies of books, and records related to the Licensed Product as EverInsight may reasonably request in connection with the preparation by EverInsight or its Affiliates of historical and pro forma financial statements related to the Licensed Product as may be required to be included in any filing made by EverInsight 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 (or equivalent foreign laws and regulations) and (b) without limiting the foregoing, shall provide EverInsight with such information as is required for EverInsight or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Product, for the three (3) Calendar Years prior to the Effective Date (or such shorter period as agreed to by EverInsight) and information requested by EverInsight and reasonably necessary to prepare any applicable pro forma financial information required to be filed by EverInsight with the SEC (or equivalent foreign agency). EverInsight may also derive such “carve out” financial statements from VistaGen’s historical financial statements and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory as of the dates thereof. EverInsight shall (i) submit to VistaGen any proposed filing containing or incorporating by reference any financial statements provided to EverInsight under this Section 10.6 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no event, unless inconsistent with Applicable Laws, less than fifteen (15) days prior to the anticipated date of filing) so as to provide VistaGen a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. All information of VistaGen obtained by or on behalf of EverInsight under this Section 10.6 (Reporting of Financial Information) shall be deemed Confidential Information of VistaGen.

Appears in 2 contracts

Samples: License and Collaboration Agreement (VistaGen Therapeutics, Inc.), License and Collaboration Agreement (VistaGen Therapeutics, Inc.)

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Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC (or equivalent foreign agency) in connection with EverInsight Roivant or an Affiliate of EverInsight Roivant registering securities in a public offering, VistaGen TheraVida shall (a) cooperate with EverInsight Roivant or its Affiliates and their respective accountants and auditors by providing copies of access to information, books, and records related to the Licensed Product Products as EverInsight Roivant may reasonably request in connection with the preparation by EverInsight 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. the Licensed Product Products as may be required to be included in any filing made by EverInsight 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 (or equivalent foreign laws and regulations) and (b) without limiting the foregoing, shall provide EverInsight Roivant with such information as is required for EverInsight Roivant or its Affiliates to prepare audited “carve out” financial statements related to the Licensed ProductProducts, for the three (3) Calendar Years [***] prior to the Effective Date (or such shorter period as agreed to by EverInsightRoivant) and information requested by EverInsight Roivant and reasonably necessary to prepare any applicable pro forma financial information required to be filed by EverInsight Roivant with the SEC 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 Roivant’s auditors, (ii) providing Roivant or equivalent foreign agencyits Affiliates and their respective accountants and auditors with access to management representation letters provided by TheraVida to TheraVida’s accountants and auditors, and (iii) causing TheraVida’s accountants, auditors, and counsel to cooperate with Roivant or its Affiliates and its accountants, auditors, and counsel in connection with the preparation and audit of any financial information to be provided under this Section 10.6 (Reporting of Financial Information). EverInsight may also derive such “carve out” 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 VistaGenTheraVida’s historical financial statements statements, and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory Products as of the dates thereof. EverInsight shall (i) submit TheraVida hereby consents to VistaGen any proposed filing containing the inclusion or incorporating incorporation by reference of any financial statements provided to EverInsight Roivant under this Section 10.6 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no eventany filing by Roivant or its Affiliates with the SEC and, unless inconsistent with Applicable Lawsupon request therefor of Roivant, less than fifteen (15) days prior agrees to the anticipated date request that any auditor of filing) so as TheraVida that audits any financial statements provided to provide VistaGen a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. All information of VistaGen obtained by Roivant or on behalf of EverInsight its Affiliates under this Section 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 Roivant or its Affiliates with the SEC. Roivant shall be deemed Confidential Information promptly pay or reimburse all documented costs incurred by TheraVida or its Affiliates in complying with this Section 10.6 (Reporting of VistaGenFinancial Information).

Appears in 1 contract

Samples: License Agreement (Dermavant Sciences LTD)

Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC (or equivalent foreign agency) in connection with EverInsight Roivant or an Affiliate of EverInsight Roivant registering securities in a public offering, VistaGen TheraVida shall (a) cooperate with EverInsight Roivant or its Affiliates and their respective accountants and auditors by providing copies of access to information, books, and records related to the Licensed Product Products as EverInsight Roivant may reasonably request in connection with the preparation by EverInsight Roivant or its Affiliates of historical and pro forma financial statements related to [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Licensed Product Products as may be required to be included in any filing made by EverInsight 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 (or equivalent foreign laws and regulations) and (b) without limiting the foregoing, shall provide EverInsight Roivant with such information as is required for EverInsight Roivant or its Affiliates to prepare audited “carve out” financial statements related to the Licensed ProductProducts, for the three (3) Calendar Years [***] prior to the Effective Date (or such shorter period as agreed to by EverInsightRoivant) and information requested by EverInsight Roivant and reasonably necessary to prepare any applicable pro forma financial information required to be filed by EverInsight Roivant with the SEC 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 Roivant’s auditors, (ii) providing Roivant or equivalent foreign agencyits Affiliates and their respective accountants and auditors with access to management representation letters provided by TheraVida to TheraVida’s accountants and auditors, and (iii) causing TheraVida’s accountants, auditors, and counsel to cooperate with Roivant or its Affiliates and its accountants, auditors, and counsel in connection with the preparation and audit of any financial information to be provided under this Section 10.6 (Reporting of Financial Information). EverInsight may also derive such “carve out” 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 VistaGenTheraVida’s historical financial statements statements, and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory Products as of the dates thereof. EverInsight shall (i) submit TheraVida hereby consents to VistaGen any proposed filing containing the inclusion or incorporating incorporation by reference of any financial statements provided to EverInsight Roivant under this Section 10.6 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no eventany filing by Roivant or its Affiliates with the SEC and, unless inconsistent with Applicable Lawsupon request therefor of Roivant, less than fifteen (15) days prior agrees to the anticipated date request that any auditor of filing) so as TheraVida that audits any financial statements provided to provide VistaGen a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. All information of VistaGen obtained by Roivant or on behalf of EverInsight its Affiliates under this Section 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 Roivant or its Affiliates with the SEC. Roivant shall be deemed Confidential Information promptly pay or reimburse all documented costs incurred by TheraVida or its Affiliates in complying with this Section 10.6 (Reporting of VistaGenFinancial Information).

Appears in 1 contract

Samples: License Agreement (Dermavant Sciences LTD)

Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC (or equivalent foreign agency) in connection with EverInsight Licensee or an Affiliate of EverInsight Licensee registering securities in a public offering, VistaGen and at Licensee’s cost and expense, Ligand shall (a) reasonably cooperate with EverInsight Licensee or its Affiliates and their respective accountants and auditors by providing copies of books, and records related to the Licensed Product as EverInsight may reasonably request in connection with the preparation by EverInsight Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Product Products as may be required to be included in any filing made by EverInsight 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 (or equivalent foreign laws and regulations) thereunder and (b) without limiting the foregoing, shall provide EverInsight Licensee with such information as is reasonably required for EverInsight Licensee or its Affiliates to prepare audited “carve out” financial statements related to the Licensed ProductProducts, for the three two (32) Calendar Fiscal Years prior to the Effective Date (or such shorter period as agreed to by EverInsightLicensee) and information requested by EverInsight Licensee and reasonably necessary to prepare any applicable pro forma financial information required to be filed by EverInsight Licensee with the SEC 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 equivalent foreign agencyits Affiliates and their respective accountants and auditors with access to management representation letters provided by Ligand to Licensee’s accountants and auditors, and (iii) causing Ligand’s accountants, auditors, and counsel to reasonably cooperate with Licensee or its Affiliates and its accountants, auditors, and counsel in connection with the preparation and audit of any financial information to be provided under this Section 6.5 (Reporting of Financial Information). EverInsight may also derive such “carve out” 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 VistaGenLigand’s historical financial statements statements, and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory Products as of the dates thereof. EverInsight shall (i) submit Ligand hereby consents to VistaGen any proposed filing containing the inclusion or incorporating incorporation by reference of any financial statements provided to EverInsight Licensee under this Section 10.6 6.5 (Reporting of Financial Information) as far in advance as reasonably practicable (and in no eventany filing by Licensee or its Affiliates with the SEC and, unless inconsistent with Applicable Lawsupon reasonable request therefor of Licensee, less than fifteen (15) days prior agrees to the anticipated date request that any auditor of filing) so as Ligand that audits any financial statements provided to provide VistaGen a reasonable opportunity to comment thereon and (ii) in good faith consider incorporating such comments. All information of VistaGen obtained by Licensee or on behalf of EverInsight its Affiliates under this Section 10.6 6.5 (Reporting of Financial Information) shall be deemed Confidential Information consent to the inclusion or incorporation by reference of VistaGenits 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 (or equivalent foreign agency) in connection with EverInsight Licensee or an Affiliate of EverInsight Licensee registering securities in a public offering, VistaGen Licensor shall (a) reasonably cooperate with EverInsight Licensee or its Affiliates and their respective accountants and auditors by providing copies of access to information, books, and records related to the Licensed Product Products that are at that time in existence and in the possession of Licensor as EverInsight Licensee may reasonably request in connection with the preparation by EverInsight Licensee or its Affiliates of historical and pro forma financial statements related to the Licensed Product Products as may be required to be included in any filing made by EverInsight 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 (or equivalent foreign laws and regulations) and (b) without limiting the foregoing, X. Licensor shall provide EverInsight with such information as is required for EverInsight or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Product, for the three (3) Calendar Years prior to the Effective Date (or such shorter period as agreed to by EverInsight) and information requested by EverInsight and reasonably necessary to prepare any applicable pro forma all financial information required reasonably available to be filed 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 EverInsight with the SEC (or equivalent foreign agency). EverInsight may also derive such “carve out” financial statements from VistaGen’s historical financial statements and accurately present in all material respects the financial position of the Licensed Product in the Licensed Field in the Territory as of the dates thereof. EverInsight shall (i) submit to VistaGen any proposed filing containing or incorporating by reference any financial statements provided to EverInsight Licensee under this Section 10.6 11.9 (Reporting of Financial Information) as far in advance as reasonably practicable will include: (and in no event, unless inconsistent with Applicable Laws, less than fifteen (15i) days prior [***] to the anticipated date of filing) so as to provide VistaGen a reasonable opportunity to comment thereon and extent required in connection with any such audit performed by Licensee’s auditors, (ii) in good faith consider incorporating such commentsproviding 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. All information Licensor hereby consents to the inclusion or incorporation by reference of VistaGen obtained by or on behalf of EverInsight any financial statements provided to Licensee under this Section 10.6 11.9 (Reporting of Financial Information) shall be deemed Confidential Information in any filing by Licensee or its Affiliates with the SEC and, upon request therefor of VistaGenLicensee, 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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