Common use of Audit Request Clause in Contracts

Audit Request. During the Term of this Agreement and for a period of [* * *] [* * *] thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect and its Affiliates (in the case of a request by Hospira) or Hospira and its Affiliates and Commercial Sublicensees (in the case of a request by Durect) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of not less than [* * *] calendar days, but not more often than once in each calendar year, to examine such records for the [* * *] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to the determination of Development Costs which are reimbursable by the other Party hereunder, Net Sales for purposes of calculating royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party.

Audit Request. During the Term of this Agreement and for a period of [* * *] [* * **] thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect and its Affiliates (in the case of a request by HospiraZogenix) or Hospira Zogenix and its Affiliates and Commercial Sublicensees (in the case of a request by Durect) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of not less than [* * *] calendar days**], but not more often than once [***] in each calendar year, to examine such records for related to the [* * ***] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to [***] the determination of Durect Development Costs which are reimbursable by the other Party hereunderCosts, Net Sales for purposes of calculating royalties and Royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party.

Audit Request. During the Term of this Agreement and for a period of [* * *] [* * *] thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect and its Affiliates (in the case of a request by HospiraAlpharma) or Hospira Alpharma and its Affiliates and Commercial Sublicensees (in the case of a request by Durect) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of not less than [* * *] calendar days*], but not more often than once [**] in each calendar year, to examine such records for during the [* * **] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to the determination of the Durect Development Costs which are reimbursable by the other Party hereunderCosts, Net Sales for purposes of calculating royalties and Royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party.

Audit Request. During the Term of this Agreement and for a period of [* * *] [* * *] thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect and its Affiliates (in the case of a request by HospiraAlpharma) or Hospira Alpharma and its Affiliates and Commercial Sublicensees (in the case of a request by Durect) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of not less than [* * *] calendar days], but not more often than once [* * *] in each calendar year, to examine such records for during the [* * *] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to the determination of the Durect Development Costs which are reimbursable by the other Party hereunderCosts, Net Sales for purposes of calculating royalties and Royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party.

Audit Request. During the Term of this Agreement and for a period of [* * *] [* * *] years thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect DURECT and its Affiliates (in the case of a request by HospiraNYCOMED) or Hospira NYCOMED and its Affiliates and Commercial Sublicensees (in the case of a request by DurectDURECT) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of notice, not less than [* * *] calendar days, but not more often than once in each calendar year, to examine such records for during the [* * *] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to the determination of the Development Costs which are reimbursable by the other Party hereunderCosts, Net Sales for purposes of calculating royalties and Royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party. * * * Certain information on this page 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. During the Term of this Agreement and for a period of [* * *] [* * *] thereafter, at the request and Cost of a Party (the “Auditing Party”), Durect and its Affiliates (in the case of a request by HospiraZogenix) or Hospira Zogenix and its Affiliates and Commercial Sublicensees (in the case of a request by Durect) (the “Audited Party”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable advance notice of not less than [* * *] calendar days], but not more often than once [* * *] in each calendar year, to examine such records for related to the [* * *] years prior to the notice as may be necessary to determine the correctness of any report or payment made under this Agreement or obtain information as to the determination of [* * *] Durect Development Costs which are reimbursable by the other Party hereunderCosts, Net Sales for purposes of calculating royalties and Royalties payable hereunder for any calendar quarter in such audited period. Results of any such examination shall be made available concurrently to all Parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit. The examination shall also include disclosure of the methodology and calculations used to determine the results. The said independent, certified public accountant shall execute a written confidentiality agreement with the Audited Party.