Common use of Audit Request Clause in Contracts

Audit Request. Each Party shall, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, during regular business hours and upon not less than fifteen (15) days prior written notice to the other Party, the books and records maintained by such other Party to determine with respect to any Calendar Year, the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other Party not necessary to be disclosed. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error of more than five percent (5%) is discovered, then such expenses shall be paid by the other Party. If such accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing Party during any period, the other Party shall pay such payment amount (including interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing Party delivers to the other Party such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basis.

Audit Request. Each Party shall, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, audit during regular business hours and upon not less than fifteen (15) days prior written notice to the other Party, the books and records maintained by such the other Party to determine with respect to any Calendar Year, the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] preceding Calendar Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other Party not necessary to be disclosedtherefor. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error of more than five percent (5%) is discovered, then such expenses shall be paid by the other Party. If such accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing Party during any period, the other Party shall pay such payment amount (including without limitation interest thereon pursuant to Section 7.9 7.8 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing Party delivers to the other Party such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basis.

Audit Request. Each Party shall, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, not more than once during each calendar year and during regular business hours and upon not less than fifteen (15) days prior written notice to the other Partyhours, the books and records maintained by such the other Party under Section 10.2, to determine with respect to any Calendar Yearcalendar year, the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar Yearspreceding years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other audited Party during such period, but shall not disclose to the auditing Party any Confidential confidential Information of the other audited Party not necessary to be disclosedtherefor. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error of more than five ten percent (510%) is discovered, then such expenses shall be paid by the other audited Party. If such accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing a Party during any period, the other debtor Party shall pay such payment amount (including without limitation interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing creditor Party delivers to the other debtor Party such accountant’s written report so concluding, unless such other the debtor Party notifies the auditing creditor Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) Section 20.10 within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basis. Any Information received by an auditing Party pursuant to this Section 10.3 shall be deemed to be Confidential Information of the audited Party.

Audit Request. Each Party of the Parties shall, at its sole cost and expense (except as provided below), have the right one (1) time to audit, not more than [***] during each Calendar Year to audit, and during regular business hours and upon not less than fifteen (15) days reasonable prior written notice to the other Partywhich shall in no event be less than [***], the books and records maintained by such the other Party under Section 9.1, to determine with respect to any Calendar Year, Year the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar Years]. Neither Party may re-audit the other Party’s records once audited. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions obligations of confidentialityconfidentiality no less protective as those set forth in Article 15. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other audited Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other audited Party not necessary to be disclosedtherefor. The cost and expense of such audit shall be borne by the auditing Party; provided, however, that, if Party provided that in the event an error resulting in underpayment by the audited Party or overpayment by the auditing Party of more than five percent (5%) [***] is discovered, then such auditing expenses shall be paid by the other audited Party. If such accountant an audit report prepared under this Section 9.2 concludes that additional payment amounts were owed or additional expenses were charged to the auditing a Party during any period, the other debtor Party shall pay such payment amount (including amount, plus interest thereon pursuant to Section 7.9 (Interest) at a rate of [***] compounding annually from the date such amounts were payable) , within thirty (30) days after [***] of the date the auditing creditor Party delivers to the other debtor Party such accountant’s written audit report so concluding, unless such other the debtor Party notifies the auditing creditor Party of any dispute regarding the audit report and commences proceedings under Article 14 (DISPUTE RESOLUTION) Section 18.12 within thirty (30) days after [***] of delivery of the accountant’s audit report (in which case the payment shall be delayed until conclusion of the proceeding). Such No auditors engaged in any audits under this Section 9.2 shall not be paid on a contingency basis. Any Information received by an auditing Party pursuant to this Section 9.2 shall be deemed to be Confidential Information of the audited Party.

Audit Request. Each Party shall, at its sole cost At the request and expense (except as provided below), have the right one (1) time each Calendar Year to audit, during regular business hours and upon not less than fifteen (15) days prior written notice to the other of a Party, the books and records maintained by such other Party and its sublicensees shall permit an independent, certified public accountant appointed by the first Party, at reasonable times (not to exceed once per calendar year) and upon reasonable notice, to examine those records and all other material documents relating to or relevant to the computation of Net Sales in the possession or control of the other Party or its sublicensees, for a period of [*] after such royalties have accrued, as may be necessary to: (i) determine with respect to any Calendar Year, the accuracy correctness of any report or payment made under this Agreement; or expense charged by one Party (ii) obtain information as to the other under this Agreement royalties payable for any calendar year in the [***] Calendar Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other Party during such period, but shall not disclose to the auditing Party any Confidential Information case of the other Party not necessary failure to report or pay pursuant to this Agreement. Results of any such examination shall be disclosedmade available to both Parties. The expense first Party shall bear the full cost of the performance of any such audit shall be borne by except as hereinafter set forth. If, as a result of any inspection of the auditing Party; providedbooks and records of the other Party or its sublicensees, however, that, if an error of more than five percent (5%) it is discovered, then such expenses shall be paid by shown that the other Party. If such accountant concludes that additional payment amounts 's royalty payments under this Agreement were owed or additional expenses were charged to less than the auditing Party during any period, amount which should have been paid; then the other Party shall pay such payment amount (including interest thereon pursuant make all payments required to Section 7.9 (Interest) from the date such amounts were payable) be made to eliminate any discrepancy revealed by said inspection within thirty (30) days after the date first Party's demand therefore. Furthermore, if the auditing Party delivers to royalty payments were less than the amount which should have been paid by an amount in excess of five percent (5%) of the royalty payments actually made during the period in question, the other Party shall also reimburse the first Party for the cost of such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basisinspection.

Audit Request. Each Party of the Parties shall, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, not more than once during each [***] and during regular business hours and upon not less than fifteen (15) days prior written notice to the other Partyhours, the books and records maintained by such the other Party under Section 9.2, to determine with respect to any Calendar Year[***], the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar ([***]) preceding Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, Party to examine such records under conditions obligations of confidentialityconfidentiality no less protective as those set forth in Article 14. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other audited Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other audited Party not necessary to be disclosedtherefor. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error error, resulting in underpayment by the audited Party or overpayment by the auditing Party, of more than five [***] percent (5[***]%) is discovered, then such expenses shall be paid by the other audited Party. If such an accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing a Party during any period, the other debtor Party shall pay such payment amount (including interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty [***] (30[***]) days after of the date the auditing debtor Party delivers to the other Party is first notified of such accountant’s written report so concluding, unless such other the debtor Party notifies the auditing creditor Party of any dispute regarding the audit and commences proceedings under Article 14 Section 17.10 within such [***] (DISPUTE RESOLUTION[***]) within thirty (30) days after delivery of the accountant’s report day period (in which case the payment shall be delayed until the conclusion of the any such proceeding). Such auditors shall not be paid on a contingency basisNeither Party may [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Audit Request. Each A Party shall("Auditing Party") or its authorized independent public accountant has the right to engage, at the Auditing Party's expense, the other Party's ("Audited Party") independent public accountant to perform, on behalf of the Auditing Party or its sole cost independent public accountant, an audit, conducted in accordance with generally accepted auditing standards in the USA, of such Books of Account of the Audited Party, its Affiliates and expense (except sublicensees that are deemed necessary by the Audited Party's independent public accountants to report on Adjusted Gross Sales, Net Sales and Sublicensing Income of the Alliance Disease Products or Deselected Disease Products, as provided below)the case may be, for the period or periods requested by the Auditing Party. Results of any such examination shall be made available to both Parties. The Auditing Party or its authorized independent public accountant shall have the right one to review the reports prepared by the Audited Party's independent public accountant and make inquiries of the Audited Party's independent public accountant regarding such reports. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to Books of Account covering any specific period of time, upon at least thirty (130) time each Calendar Year to auditworking days' prior written notice, and shall be conducted during regular business hours in such a manner as to not unnecessarily interfere with the Audited Party's normal business activities. All Books of Account referred to under this Section shall be used only for the purpose of verifying royalty statements or compliance with this Agreement and upon not less than fifteen (15) days prior written notice to shall be treated by the other Party, Auditing Party as Confidential Information hereunder. The failure of the books and records maintained by such other Auditing Party to determine with respect request verification of any royalty calculation during the period when Books of Account have to any Calendar Year, be retained shall be considered acceptance of the accuracy of any report or payment made or expense charged by one Party to such reporting. In the other under this Agreement in the [***] Calendar Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other Party not necessary to be disclosed. The expense of event that such audit shall be borne indicate that in any calendar year the royalties which should have been paid by the auditing Audited Party are greater than those which were actually paid by the Audited Party; provided, however, thatthen the Audited Party shall promptly pay the underpaid amount to the Auditing Party and, if an error of more than the royalties which should have been paid by the Audited Party are at least five percent (5%) is discovered, then such expenses shall be greater than those which were actually paid by the other Audited Party, then the Audited Party shall also reimburse the Auditing Party for the reasonable cost of such audit. If In the event that such accountant concludes audit shall indicate that additional payment amounts in any calendar year the royalties which were owed or additional expenses were charged actually paid by the Audited Party are greater than those which should have been paid, then, at the Audited Party's option, the Auditing Party shall promptly reimburse to the auditing Audited Party during any period, the other overpaid amount or the Audited Party shall pay such payment deduct the overpaid amount (including interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing Party delivers next royalty payment to the other Party such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basisthe Auditing Party.

Audit Request. Each Party shallof the Parties shall have the right to request in writing an audit of the records described in Section 11.1, at its sole cost and expense (except as provided below)own expense, have the right one (1) time each Calendar Year once on an annual basis, to auditdetermine, during regular business hours and upon not less than fifteen (15) days prior written notice to the other Party, the books and records maintained by such other Party to determine with respect to any of the two (2) preceding Calendar YearYears, the accuracy correctness of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar YearsAgreement. If a Party desires to audit such records, it shall engage utilize an independent, certified public accountant reasonably acceptable to the other Party, to examine such financial records under conditions of confidentialityand may utilize an independent scientist reasonably acceptable to the other Party to audit scientific records. Such accountant accountant/scientist shall be instructed to provide to the auditing Party desiring the audit a report verifying on the findings of the agreed upon procedures which verifies any previous report made made, payment submitted, or payment submitted or expense charged work performed by the other audited Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other Party not necessary to be disclosed. The expense of such audit shall be borne by the auditing Party; provided, however, that, that if an error in favor of the auditing Party of more than five percent (5%) [***] is discovered, then such expenses shall be paid by the other audited Party. If such accountant concludes the audit determines that additional payment amounts are owed to Antares, or that amounts were owed or additional expenses were charged overpaid to Antares, during the auditing Party during any audit period, the other Party Lumara shall pay such payment Antares the additional amount owed to Antares, or Antares shall pay Lumara the overpaid amount, within forty-five (including interest thereon 45) days of the date on which the paying Party receives the audit report. Any Information received by a Party pursuant to this Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing Party delivers to the other Party such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment 11.2 shall be delayed until conclusion of the proceeding)deemed to be Confidential Information hereunder. Such auditors shall not be paid on a contingency basis.TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED

Audit Request. Each Party shallwill, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, not more than once during each calendar year and during regular business hours and upon not less than fifteen (15) days prior written notice to the other Partyhours, the books and records maintained by such the other Party under Section 10.2, to determine with respect to any Calendar Yearcalendar year, the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar Yearsfive (5) preceding years. If a Party desires to audit such records, it shall will engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall will be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other audited Party during such period, but shall will not disclose to the auditing Party any Confidential confidential Information of the other audited Party not necessary to be disclosedtherefor. The expense of such audit shall will be borne by the auditing Party; provided, however, that, if an error of more than five ten percent (510%) is discovered, then such expenses shall will be paid by the other audited Party. If such accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing a Party during any period, the other debtor Party shall will pay such payment amount (including interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing creditor Party delivers to the other debtor Party such accountant’s written report so concluding, unless such other the debtor Party notifies the auditing creditor Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) Section 19.10 within thirty (30) days after delivery of the accountant’s report (in which case the payment shall will be delayed until conclusion of the proceeding). Such auditors shall will not be paid on a contingency basis. Any Information received by an auditing Party pursuant to this Section 10.3 will be deemed to be Confidential Information of the audited Party.