Common use of RIGHT OF INSPECTION AND AUDIT Clause in Contracts

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Sheffield, Newco shall permit Sheffield or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Sheffield. Any such inspection of Newco's records shall be at the expense of Sheffield, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield hereunder in any Financial Year quarter of [REDACTED] or more of the amount of any royalty actually due to Sheffield hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield by Newco, Sheffield shall reimburse Newco the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldGenerex, Newco shall permit Sheffield Generex or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldGenerex. Such inspection shall occur at Newco's principal offices or at such other location as may be mutually agreeable to the Parties. Any such inspection of Newco's records shall be at the expense of SheffieldGenerex, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Generex hereunder in any Financial Year quarter of [REDACTED] ***]or more of the amount of any royalty actually due to Sheffield Generex hereunder, then the expense of such inspection shall be borne solely by Newco. Any Newco shall promptly pay to Generex any amount of deficiency shall be paid promptly to Sheffield by Newcodeficiency. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Generex by Newco, Sheffield Generex shall reimburse Newco the surplus within 15 days [***] after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Elan and Elan Generex for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldAcusphere, Newco shall permit Sheffield Acusphere or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldAcusphere. Any such inspection of Newco's records shall be at the expense of SheffieldAcusphere, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Acusphere hereunder in any Financial Year quarter of [REDACTED] CONFIDENTIAL TREATMENT REQUESTED]/*/ or more of the amount of any royalty actually due to Sheffield Acusphere hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield Acusphere by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Acusphere by Newco, Sheffield Elan shall reimburse Newco the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Acusphere and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldIsis, Newco HepaSense shall permit Sheffield Isis or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco HepaSense and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldIsis. Any such inspection of NewcoHepaSense's records shall be at the expense of SheffieldIsis, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Isis hereunder in any Financial Year quarter of [REDACTED] 5% or more of the amount of any royalty actually due to Sheffield Isis hereunder, then the expense of such inspection shall be borne solely by NewcoHepaSense. Any amount of deficiency shall be paid promptly to Sheffield Isis by NewcoHepaSense. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Isis by NewcoHepaSense, Sheffield Elan shall reimburse Newco HepaSense the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Isis and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldAtrix, Newco shall permit Sheffield Atrix or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldAtrix. Any such inspection of Newco's records shall be at the expense of SheffieldAtrix, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Atrix hereunder in any Financial Year quarter of [REDACTED] **]% or more of the amount of any royalty actually due to Sheffield Atrix hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield Atrix by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Atrix by Newco, Sheffield Atrix shall reimburse Newco the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Elan and Elan Atrix for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldGenerex, Newco shall permit Sheffield Generex or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldGenerex. Such inspection shall occur at Newco's principal offices or at such other location as may be mutually agreeable to the Parties. Any such inspection of Newco's records shall be at the expense of SheffieldGenerex, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Generex hereunder in any Financial Year quarter of [REDACTED[ * ] or more of the amount of any royalty actually due to Sheffield Generex hereunder, then the expense of such inspection shall be borne solely by Newco. Any Newco shall promptly pay to Generex any amount of deficiency shall be paid promptly to Sheffield by Newcodeficiency. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Generex by Newco, Sheffield Generex shall reimburse Newco the surplus within 15 days [ * ] after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Elan and Elan Generex for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldElan, Newco shall permit Sheffield Elan or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldElan. Any such inspection of Newco's records shall be at the expense of SheffieldElan, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Elan hereunder in any Financial Year quarter of [REDACTED] CONFIDENTIAL TREATMENT REQUESTED]/*/ or more of the amount of any royalty actually due to Sheffield Elan hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield Elan by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Elan by Newco, Sheffield Elan shall reimburse Newco the surplus within 15 days [CONFIDENTIAL TREATMENT REQUESTED]/*/ after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Acusphere and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldSafeScience, Newco shall permit Sheffield SafeScience or its duly authorised authorized representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldSales. Any such inspection of Newco's records shall be at the expense of SheffieldSafeScience, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield SafeScience hereunder in any Financial Year quarter of [REDACTED...***...] or more of the amount of any royalty actually due to Sheffield SafeScience hereunder, then the expense of such inspection shall be borne solely by Newco. Any Newco shall promptly pay to SafeScience any amount of deficiency shall be paid promptly to Sheffield by Newcodeficiency. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield SafeScience by Newco, Sheffield SafeScience shall reimburse Newco the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield SafeScience and Elan EIS for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.

RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by SheffieldDepomed, Newco shall permit Sheffield Depomed or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to SheffieldDepomed. Any such inspection of Newco's records shall be at the expense of SheffieldDepomed, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield Depomed hereunder in any Financial Year quarter of [REDACTED] **]% or more of the amount of any royalty actually due to Sheffield Depomed hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield Depomed by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield Depomed by Newco, Sheffield Depomed shall reimburse Newco the surplus within 15 days after determination. 6.2 In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Sheffield Elan and Elan Depomed for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.