Common use of Roche Right to Audit Clause in Contracts

Roche Right to Audit. GBT shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net Proceeds. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche has the right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT and its Affiliates and Sublicensees, that are deemed necessary by the major public accountant firm to report on (i) Net Sales of Product, royalty calculations, royalty payments and payments under the aggregate Net Proceeds for the period(s) requested by Roche and the (ii) the correctness of any financial report or payments made under this Agreement. Upon timely request and at least [***] prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche, during regular business hours in such a manner as to not unnecessarily interfere with GBT’s or its Sublicensees’ normal business activities, and shall be limited to results in the [***] full Calendar Years prior to audit notification. Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net Proceeds, shall be treated as GBT’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of termination of this Agreement.

Roche Right to Audit. GBT Millendo shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net Proceeds. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche has the right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT Millendo and its Affiliates and Sublicensees, that are deemed necessary by the major public accountant firm to report on (i) Net Sales of Product, royalty calculationscalculations and royalty payments, royalty payments and payments under the aggregate Net Proceeds for the period(s) requested by Roche and the (ii) the correctness of any financial report or payments made under this Agreement. Upon timely request and at least [***] twenty (20) Business Days prior written notice from Roche, such audit shall be conducted in at the countries specifically requested by Rocheprincipal place of business of Millendo, its Affiliate or its applicable Sublicensee, during regular business hours in such a manner as to not unnecessarily interfere with GBTMillendo’s, its Affiliate’s or its Sublicensees’ Sublicensee’s normal business activities, and shall be limited to results in the [***] three (3) full Calendar Years prior to audit notification. Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific period of time. All information, data, data documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net Proceeds, shall be treated as GBTMillendo’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] one (1) year after completion of an audit hereof, if an audit has been requested; nor more than [***] three (3) years from the end of the Calendar Year to which each shall pertain; nor more than [***] one (1) year after the date of termination of this Agreement.

Roche Right to Audit. GBT PEGA1 shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and royalties, (ii) Net ProceedsProceeds and Strategic Transaction Revenues and (iii) any other payment made under this Agreement. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche has the right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT PEGA1 and its Affiliates and Sublicensees, that are deemed necessary by the major public accountant firm to report on all (i) Net Sales of Productand royalties, royalty calculations, royalty payments and payments under the aggregate Net Proceeds for the period(s) requested by Roche and the (ii) the correctness of Proceeds and Strategic Transaction Revenues and (iii) any financial report or payments other payment made under this Agreement. Upon timely request and at least [***] ####]prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche, during regular business hours in such a manner as to not unnecessarily interfere with GBTPEGA1’s or its Sublicensees’ Sublicensees normal business activities, and shall be limited to results in the [***] full Calendar Years ####]prior to audit notification. Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific period of time. All information, data, data documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and royalties, (ii) Net ProceedsProceeds and Strategic Transaction Revenues and (iii) any other payment made under this Agreement, and shall all be treated as GBTPEGA1’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] ####]after completion of an audit hereof, if an audit has been requested; nor more than [***] ####]from the end of the Calendar Year to which each shall pertain; nor more than [***] ####]after the date of termination of this Agreement.

Roche Right to Audit. GBT Company shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales Sales, royalties, Net Proceeds, and royalties Strategic Transaction Revenues payable under this Agreement and (ii) Net ProceedsAgreement. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche Rxxxx has the right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT Company and its Affiliates and Sublicensees, that are deemed necessary by the major public accountant firm to report on (i) Net Sales of Product, royalty calculations, royalty payments and payments under the aggregate Net Proceeds calculations, and Strategic Transaction Revenues calculations for the period(s) requested by Roche Rxxxx and the (ii) the correctness of any financial report or payments made under this Agreement. Upon timely request and at least [***] prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche, during regular business hours in such a manner as to not unnecessarily interfere with GBTCompany’s or its Affiliates’ or Sublicensees’ normal business activities, and shall be limited to results in the [***] full Calendar Years prior to audit notification. Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific period of time. All information, data, data documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales Sales, royalties, Net Proceeds, and royalties Strategic Transaction Revenues payable under this Agreement and (ii) Net ProceedsAgreement, shall be treated as GBTCompany’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of termination of this Agreement.

Roche Right to Audit. GBT CinCor shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net ProceedsProceeds and Subsequent Payments. Such books of accounts shall be kept at their CinCor’s principal place of business. At the expense of Roche, Roche has the right to appoint one of the major engage an internationally recognized independent public accountant firms reasonably acceptable to CinCor to perform, on behalf of Roche Roche, an audit of such books and records of GBT CinCor and its Affiliates and Sublicensees, that are deemed necessary by the major independent public accountant firm to report on (i) Net Sales of Product, royalty calculations, royalty payments and payments under the aggregate Net Proceeds and Subsequent Payments for the period(s) requested by Roche and the (ii) the correctness of any financial report or payments made under this Agreement. Upon timely request and at least [***] prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche, during regular business hours in such a manner as to not unnecessarily interfere with GBTCinCor’s or its Affiliates’ or Sublicensees’ normal business activities, and shall be limited to records and results in with respect to the [***] full Calendar Years prior to audit notification. Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific period of time. All information, data, documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net ProceedsProceeds and Subsequent Payments, and all such information, data, documents and abstracts shall be treated as GBTCinCor’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of termination of this Agreement.

Roche Right to Audit. GBT Dermira shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all (i) Net Sales and royalties payable payment obligations of Dermira under this Agreement and (ii) Net ProceedsAgreement. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche has the right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT Dermira and its Affiliates Affiliates, and Sublicensees, that are deemed necessary by the appointed major public accountant firm to report on (i) the correctness of Net Sales of Product, royalty calculations, royalty payments the calculation of the financial consideration for Dermira sales in the Roche Retained Field and payments under the aggregate Net Proceeds for the period(s) requested by Roche and the (ii) the correctness of any other financial report or payments made payment obligations under this AgreementAgreement for the period or periods requested by Roche. Upon timely request and at least [*****] ([*****]) Business Days prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche, during regular business hours in such a manner as to not unnecessarily interfere with GBT’s or its Sublicensees’ Dermira's normal business activities, and shall be limited to results in the [*****] ([*****]) full Calendar Years prior to audit notification. Such audit shall not be performed more frequently than once [*****] per Calendar Year [*****] nor more frequently than once [*****] with respect to records or countries covering any specific period of time. All information, data, data documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net Sales and royalties payable verifying financial reports or payment obligations under this Agreement and (ii) Net ProceedsAgreement, shall be treated as GBTDermira’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [*****] after completion of an audit hereof, if an audit has been requested; nor more than [*****] from the end of the Calendar Year to which each shall pertain; nor more than [*****] after the date of termination of this Agreement. [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.