Common use of Research Funding; Records Clause in Contracts

Research Funding; Records. Infinity shall support the Research Program with [**] FTEs during each of the first two (2) years of the Research Term and such number as agreed to by the Parties during any extension as set forth in Section 2.1.3. Novartis will fund such Infinity FTEs at the FTE Rate, pro-rated to the duration that such FTEs perform work under the Research Program. Novartis shall pay Infinity monthly in arrears for Infinity’s activities under the Research Program, in accordance with the Research Plan. Novartis shall pay such amounts to Infinity within forty-five (45) days after receipt of an invoice therefor. The Parties agree that Infinity may issue such invoice at the end of each such month. The FTEs shall be funded in furtherance of the Research Program. Infinity shall keep accurate records and books of accounts, in accordance with the Accounting Standards, containing all data reasonably required for the calculation and verification of Infinity FTEs and other expenses to be reimbursed by Novartis in accordance with the Research Plan and/or Development Plan. At Novartis’ reasonable advance written request, Infinity shall make those records available, no more than once in a calendar year, during reasonable working hours, for review by a recognized independent accounting firm acceptable to both parties, at Novartis’ expense, for the sole purpose of verifying the accuracy of those records. Before beginning its audit, the accounting firm shall execute an undertaking reasonably acceptable to Infinity by which the accounting firm shall keep confidential all information reviewed during such audit. The accounting firm shall have the right to disclose to Novartis its conclusions regarding any payments owed to Infinity. In the event the amounts paid or reimbursed by Novartis and the actual amounts are greater than the amounts incurred by Infinity, then any overpayment shall be due and payable to Novartis within [**] days of its receipt of the accounting firm’s report. If the overpayment is more than five percent (5%) in any calendar year, then Infinity shall also pay the reasonable costs of the independent accountant employed by Novartis in the review.