Reports; Audit Rights. LogRhythm may periodically run a report to determine the number of MPS Customer is utilizing with the Product. LogRhythm may also audit or appoint an independent audit firm selected by LogRhythm to audit Customer’s records relating to Customer’s use of the Product pursuant to this Agreement to verify that Customer has complied with the terms of this Agreement and to verify Customer’s compliance with the licensed Product. Any audit shall be conducted no more than once in any period of twelve consecutive months during Customer’s normal business hours and upon at least fifteen days’ prior written notice. The audit shall be conducted at LogRhythm’s expense unless the audit reveals that Customer has underpaid the amounts owed to LogRhythm by five percent or more, in which case Customer shall reimburse LogRhythm for all reasonable costs and expenses incurred by LogRhythm in connection with such audit. Customer shall promptly pay to LogRhythm any amounts owed plus interest as provided in Section 7.1.
Reports; Audit Rights. InterMune shall provide to Connetics a copy of all reports submitted to Genentech by InterMune pursuant to Section 8.8 of the Genentech License when InterMune submits such report to Genentech. Following January 1, 2002, Connetics shall have the same audit rights as Genentech pursuant to Section 8.8 of the Genentech License.
Reports; Audit Rights. The Lead Out-Licensing Party or Sole ADC Party will keep and maintain for five (5) years complete and accurate records of all Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred in connection with the Commercialization of any Licensed Product in sufficient detail to allow confirmation of same by a nationally-recognized independent certified public accountant. The other Party will have the right for a period of five (5) years after such Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses are incurred to appoint at its expense such accountant reasonably acceptable to the Lead Out-Licensing Party or Sole ADC Party, which acceptance shall not be unreasonably conditioned, withheld or delayed, to audit the relevant records of the Lead Out-Licensing Party or Sole ADC Party or its Affiliates to verify that the amount of Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred have been correctly determined. The Lead Out-Licensing Party or Sole ADC Party or its Affiliates will each make its records available for audit by the accountant during regular business hours at such place or places where such records are customarily kept, upon thirty (30) days written notice from the other Party. The Lead Out-Licensing Party or Sole ADC Party or its Affiliates will make available appropriate persons to answer relevant questions of the accountant. The audit right will not be exercised by the other Party more than once in any Calendar Year, and any twelve (12) month period may not be audited more than once. If the accountant reasonably concludes that there was an error in the determination of the amount of Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses, the accountant will give the Lead Out-Licensing Party or Sole ADC Party, as applicable, reasonable opportunity to confirm the error and if the Lead Out-Licensing Party or Sole ADC Party, as applicable, is able to show to the reasonable satisfaction of the accountant that no error occurred within thirty (30) days of the accountant’s completion of the audit, the accountant will correct its determination. Subject to the above, the accountant will only disclose the results (any sums either over/under paid) of such audit to the other Party, and no other details. In the event there was an error in the amount of such Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses reported by the Lead ...
Reports; Audit Rights. 8.1 During the Term, for each Unit, during the planning and construction of such Unit and prior to the time in which PA * such Unit, no later than ten (10) days after each calendar quarter after the Effective Date, Licensee shall submit to PA a progress report describing the material planning and construction activities with respect to such Unit during such immediately preceding quarter. The progress reports submitted under this Section 8.1 shall include, but not be limited to, the following topics: * In addition, Licensee shall provide all other information related to or connected with the planning or construction of the Unit which PA requests. All reports due from Licensee to PA under this Agreement, including without limitation the progress reports above, shall be submitted in English. All such progress reports shall be true, accurate, clear and complete in all respects, and shall contain no misleading information.
8.2 With each payment pursuant to Sections 5.2, 5.3, or 5.4 hereunder during the Term of this Agreement (including the last day of any such calendar quarter following the expiration date of this Agreement), Licensee shall provide PA with a report detailing: (i) all royalties and other revenue owed to PA hereunder with an itemization of the source of such revenue (e.g., whether due to sales of products (including model numbers), and services received from Sublicensees, or other commercial partners, etc.), (ii) gross and Net Sales on all Licensed Products sold, (iii) other information reasonably requested by PA. If no payment is due for any period, Licensee shall so report. The report must be certified by a signed, duly notarized affidavit from the CEO and CFO of the Licensee.
8.3 Licensee shall keep, and it shall require its Sublicensees to keep, accurate records in accordance with the International Accounting Rules and in sufficient detail including reporting of Net Sales and all appropriate deductions claimed, to enable the payments due under Section 5 to be determined. Upon the request of PA, Licensee, its Affiliates and its Sublicensees shall permit an independent certified public accountant selected by PA to have access during regular business hours and upon reasonable notice to Licensee, to inspect and copy those records of Licensee and its Affiliates, and Sublicensees as may be necessary or desirable to verify the accuracy of the reports given pursuant to this Agreement. Should the audit reveal an underpayment discrepancy of five (5%) o...
Reports; Audit Rights. Customer shall provide Fujitsu with an annual report in a mutually agreed format for purposes of verifying Software installations. Fujitsu may conduct an audit and/or inspection of applicable Customer records and facilities to verify Customer-issued reports, if applicable, and Customer’s compliance with the terms of this Agreement. The audit and/or inspection shall be conducted during normal business hours and at
Reports; Audit Rights. (a) After the Closing Date, during the Term, Biogen Idec shall furnish to Elan
(i) within six (6) Business Days following the end of each Calendar Quarter, a draft report showing (x) any Net Sales accrued in respect of such Calendar Quarter (or if none shall have accrued, a report so stating), (y) the amount of Contingent Payments accrued hereunder in respect of such sales during such Calendar Quarter and (z) the Net Sales of TYSABRI and number of units of TYSABRI sold in each of the top ten (10) countries in the Territory (ranked based on total amount of annual Net Sales in such countries) and the aggregate Net Sales of TYSABRI and aggregate number of units of TYSABRI sold in all other countries in the Territory where TYSABRI is sold during such Calendar Quarter, so long as Elan has not publicly disclosed any country-level information (other than with respect to the United States) reported by Biogen Idec in accordance with this Section 4.5(a)(i)(z) for any previous Calendar Quarter. Notwithstanding the foregoing, Elan and any assignee of Elan pursuant to Section 14.2(b) shall be permitted to publicly disclose (1) country-level information with respect to TYSABRI in the United States and (2) aggregate information with respect to TYSABRI in the rest of the world, in each case as permitted under Section 9.5(a), and any such disclosure shall not affect Elan’s rights to receive the information specified in Section 4.5(a)(i)(z);
(ii) within twelve (12) Business Days following the end of such Calendar Quarter, a final report showing (x) any Net Sales accrued in respect of such Calendar Quarter (or if none shall have accrued, a report so stating), provided that if any adjustments are made to Net Sales in such Calendar Quarter after delivery of the final report, such adjustments shall be reflected and incorporated into the report for the following Calendar Quarter, (y) the amount of Contingent Payments accrued hereunder in respect of such sales and (z) the Net Sales of TYSABRI and number of units of TYSABRI sold in each of the top ten (10) countries in the Territory (ranked based on total amount of annual Net Sales in such countries) and the aggregate Net Sales of TYSABRI and aggregate number of units of TYSABRI sold in all other countries in the Territory where TYSABRI is sold during such Calendar Quarter, so long as Elan has not publicly disclosed any country-level information (other than with respect to the United States) reported by Biogen Idec in accordance w...
Reports; Audit Rights. For the purpose of determining the fees payable to SHPS under this Agreement, HPS shall preserve adequate records of Care Management Revenues by Client. SHPS shall have the right, upon reasonable prior written notice, to examine, copy and audit such records. Such audit shall be conducted at the location where such records are maintained and shall be at the expense of SHPS. Notwithstanding the foregoing, should any audit reveal that additional payments to SHPS are due which exceed five percent (5%) of the amount paid to SHPS for the period under audit, HPS shall pay SHPS on demand for the cost of such audit.
Reports; Audit Rights. During the Term of this Agreement and for five years thereafter, Bluestem and Association shall maintain complete books and records relating to the Program. Either party or its authorized representative shall have the right, during normal business hours and with ten (10) business days’ prior written notice, to examine and audit the other party’s books and records at the requesting party’s expense for the purpose of determining compliance with the terms of this Agreement. Audit rights as set forth in this Section shall continue for five years after termination of this Agreement.
Reports; Audit Rights. LogRhythm may periodically run a report to determine the number of MPS Customer is utilizing with the Products. In accordance with Government security requirements, LogRhythm may audit or to appoint an independent audit firm selected by LogRhythm to audit Customer’s records relating to Customer’s use of the Products pursuant to this Agreement to verify that Customer has complied with the terms of this Agreement and to verify Customers compliance with the license for the Products licensed. Any audit shall be conducted no more than once in any period of 12 consecutive months during Customer’s normal business hours and upon at least 15 days’ prior written notice. The audit shall be conducted at LogRhythm’s expense. LogRhythm may submit a request for payment of alleged owed amounts in accordance with the terms and conditions of the GSA Schedule Contract.
Reports; Audit Rights. Customer shall provide Fujitsu with an annual report in a mutually agreed format for purposes of verifying Software installations. Fujitsu may conduct an audit and/or inspection of applicable Customer records and facilities to verify Customer-issued reports, if applicable, and Customer’s compliance with the terms of this Agreement. The audit and/or inspection shall be conducted during normal business hours and at Customer’s facilities. Customer agrees to provide Fujitsu’s designated audit or inspection team access to relevant Customer records and facilities. Customer will immediately pay Fujitsu the full amount of any underpayment revealed by an audit and/or inspection plus interest from the date the payments were due according to Section A2.1.
