Common use of Audits and Interim Reviews Clause in Contracts

Audits and Interim Reviews. The Parties shall maintain and cause the Third Parties acting for their account to maintain books of account and complete and accurate records pertaining to the Global Development Costs in sufficient detail to permit to confirm the correct calculation of the Global Development Costs. At the reasonable expense of a Party (the "Requesting Party"), the Requesting Party or its authorized independent public accountant has the right to engage the officially appointed worldwide independent public accountant of any other Party (the "Audited Party") to perform, on behalf of the Requesting Party or its independent public accountant, an audit, conducted in ------------------- ** This portion has been redacted pursuant to a confidential treatment request. Upon timely request and at least thirty (30) working days' prior written notice from the Requesting Party, such audit shall be conducted as an additional audit work during the Audited Party's annual audit of the countries specifically requested by the Requesting Party, during regular business hours in such a manner as to not unnecessarily interfere with the Audited Party's normal business activities, **. 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 verifying Global Development Costs or compliance with this Agreement, shall be treated as 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 ** 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. Audit results shall be shared by the Requesting Party and the Audited Party. If accounting errors found greater than ** in the items sampled such that the Audited Party has been overpaid, then the costs of such ------------------- ** This portion has been redacted pursuant to a confidential treatment request. The failure of a Party to request verification of any calculation of Global Development Costs during the period when records have to be retained shall be considered acceptance of the accuracy of such reporting by such Party. In the case a Party has overpaid Global Development Costs to the other, such Party shall be entitled to claim reimbursement of any such amount overpaid and the other Party shall promptly reimburse the Party having overpaid for any such amount plus interest **

Audits and Interim Reviews. The Parties Either Party shall maintain and cause have the Third Parties acting for their account right to maintain books of account and complete and accurate records pertaining to request that the Global Development Costs in sufficient detail to permit to confirm the correct calculation other Party's independent, certified accounting firm perform an audit or interim review of the Global Development Costsother Party's books in order to express an opinion regarding such Party's compliance with GAAP. Such audits or review will be conducted at the expense of the requesting Party. At the reasonable request and expense of a either Party (the "Requesting Auditing Party"), the Requesting Party or its authorized independent public accountant has the right to engage the officially appointed worldwide independent public accountant of any other Party (the "Audited Party") shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to perform, on behalf of the Requesting Party or its independent public accountant, an audit, conducted in ------------------- ** This portion has been redacted pursuant to a confidential treatment request. Upon timely request and at least thirty (30) working days' prior written notice from the Requesting Party, such audit shall be conducted as an additional audit work during the Audited Party, at reasonable times and upon reasonable written notice, to examine such records as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; (ii) obtain information as to the aggregate U.S. Operating Profit or Loss and/or royalties payable for any calendar quarter in the case of Genentech's annual audit failure to report or pay pursuant to this Agreement; or (iii) determine the correctness of any discovery or development costs related to Future Generation Compounds or the application of the countries specifically requested by the Requesting Partyproceeds under Section 5.7(b); provided, during regular business hours however, that such accountant shall sign a confidentiality agreement in such a manner as form reasonably satisfactory to not unnecessarily interfere with the Audited Party's normal business activities, **. Such audit and, provided further, that such examination shall not be performed permitted more frequently than once per calendar year nor more frequently than once with respect in any twelve (12)-month period. Said accountant shall not disclose to records covering the Auditing Party or any specific period of time. ** All other person any information, data documents except that such accountant may disclose to the Auditing Party the fact of a deficiency, the lack of a deficiency or any overpayment, and abstracts herein referred to the degree thereof, including the dollar amount. All results of any such examination shall be used only for the purpose of verifying Global Development Costs or compliance with this Agreement, shall be treated as Confidential Information subject made available 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 ** 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. Audit results shall be shared by the Requesting Party and the Audited Party. If accounting errors found greater than ** In the event that any audit reveals a deficiency in the items sampled such amount that the Audited Party has should have been overpaidpaid by Genentech to Inspire, then Genentech shall pay the costs underpaid amount to Inspire within forty-five (45) days after Inspire makes a demand therefor, plus interest thereon if such deficiency is in excess of the greater of $100,000 or five percent (5%) of the amount that actually should have been paid by Genentech. Such interest shall be calculated from the date such underpaid amount was due until the date such underpaid amount is actually paid, at the rate of one percent (1%) over the prime rate of interest reported in The Wall Street Journal for the date such amount was due. In addition, if such underpaid amount is in excess of the greater of $100,000 or five percent (5%) of the amount that actually should have been paid by Genentech, then Genentech shall reimburse Inspire for the reasonable cost of such ------------------- ** This portion has been redacted pursuant to a confidential treatment request. The failure of a Party to request verification of any calculation of Global Development Costs during the period when records have to be retained shall be considered acceptance of the accuracy of such reporting by such Partyaudit. In the case a Party has overpaid Global Development Costs to the otherevent of an overpayment, such Party amounts shall be entitled deducted from Inspire's royalties. If such overpaid amounts have not been settled by such royalty deductions three (3) years from the date originally overpaid, Genentech shall invoice Inspire for such amounts. At the request and expense of Genentech, Inspire shall permit legal counsel or an independent, certified public accountant (at Genentech's option) appointed by Genentech and reasonably acceptable to claim reimbursement Inspire, at reasonable times and upon reasonable notice, to examine such records as may be necessary to verify Inspire's compliance with Section 6.6 of the Agreement; provided, however, that such an examination shall not be permitted more than once in any twelve (12)- month period with respect to any particular Third Party. Said legal counsel or accountant shall not disclose to Genentech any information other than the fact of such compliance (or the lack thereof) and the material discrepancies in the case of noncompliance. All results of any such amount overpaid and the other Party examination shall promptly reimburse the Party having overpaid for any such amount plus interest **be made available to Inspire.

Audits and Interim Reviews. The Parties Either Party shall maintain and cause have the Third Parties acting for their account right to maintain books of account and complete and accurate records pertaining to request that the Global Development Costs in sufficient detail to permit to confirm the correct calculation other Party’s independent, certified accounting firm perform an audit or interim review of the Global Development Costsother Party’s books in order to express an opinion regarding such Party’s compliance with GAAP. Such audits or review shall be conducted at the expense of the requesting Party. At the reasonable request and expense of a either Party (the "Requesting “Auditing Party"”), the Requesting Party or its authorized independent public accountant has the right to engage the officially appointed worldwide independent public accountant of any other Party (the "“Audited Party"”) shall permit an independent, certified public accountant appointed by the Auditing Party and reasonably acceptable to perform, on behalf of the Requesting Party or its independent public accountant, an audit, conducted in ------------------- ** This portion has been redacted pursuant to a confidential treatment request. Upon timely request and at least thirty (30) working days' prior written notice from the Requesting Party, such audit shall be conducted as an additional audit work during the Audited Party's annual audit , at reasonable times and upon reasonable written notice, to examine such records as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to Development Costs or the aggregate Operating Profit or Loss payable for any calendar quarter in the ease of the countries specifically requested by the Requesting other Party’s failure to report or pay pursuant to this Agreement; provided, during regular business hours however, that such accountant shall sign a confidentiality agreement in such a manner as form reasonably satisfactory to not unnecessarily interfere with the Audited Party's normal business activities, **. Such audit and, provided further, that such examination shall not be performed permitted more frequently than once per calendar year nor more frequently than once with respect in any twelve (12) month period. Said accountant shall not disclose to records covering the Auditing Party or any specific period of time. ** All other person any information, data documents except that such accountant may disclose to the Auditing Party the fact of a deficiency, the lack of a deficiency or any overpayment, and abstracts herein referred to the degree thereof, including the dollar amount. All results of any such examination shall be used only for the purpose of verifying Global Development Costs or compliance with this Agreement, shall be treated as Confidential Information subject made available 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 ** 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. Audit results shall be shared by the Requesting Party and the Audited Party. If accounting errors found greater than ** In the event that any audit reveals a deficiency in the items sampled such amount that should have been paid by one Party to the Audited Party has been overpaidother Party, then the costs underpaid amount shall be paid within forty-five (45) days after the Party who is owned payment makes a demand therefor, plus interest thereon if such deficiency is in excess of [**] percent ([**]%) of the amount that actually should have been paid. Such interest shall be calculated from the date such underpaid amount was due until the date such underpaid amount is actually paid, at the rate of [**] percent ([**]%) over the prime rate of interest reported in The Wall Street Journal for the date such amount was due. In addition, if such underpaid amount is in excess of [**] percent ([**]%) of the amount that actually should have been paid, then the Party who is owned payment shall be reimbursed for the reasonable cost of such ------------------- ** This portion has been redacted pursuant to a confidential treatment request. The failure of a Party to request verification of any calculation of Global Development Costs during the period when records have to be retained shall be considered acceptance of the accuracy of such reporting by such Partyaudit. In the case a Party has overpaid Global Development Costs to the otherevent of an overpayment, such Party amounts shall be entitled to claim reimbursement of any deducted from future amounts due. If such amount overpaid and amounts have not been settled by such future deductions three years from the date originally overpaid, the Party who is owned payment such overpayment shall invoice the other Party shall promptly reimburse the Party having overpaid for any such amount plus interest **amounts.