Common use of Cost Audit Clause in Contracts

Cost Audit. Each Party shall use Diligent Efforts to minimize the Manufacturing Cost while assuring the quality and availability of Bulk API or Finished Product, as applicable, and shall consider in good faith all reasonable input from the other Party for such purpose. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of Manufacturing Cost and resulting supply price payments due under this Agreement or the Supply Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years from the creation of individual records for examination at the auditing Party's expense, and not more often than once each Fiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the calculation of the supply price pursuant to this Agreement. Any such accountant shall not disclose the audited Party's Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of amount of supply price due by the auditing Party under this Agreement. Any amounts determined by such accountant to be overpaid, if any, shall be reimbursed to the auditing Party within [*] from issuance of the accountant's report, plus interest (as set forth in Section 8.7) from the original due date. Any amounts determined to be underpaid shall be paid within [*] from the accountant's report. The auditing Party shall bear the full cost of such audit unless such audit discloses an overpayment of the amount actually owed during the applicable Fiscal Year of more than [*], in which case the audited Party shall bear the full cost of such audit.

Cost Audit. Each Party shall use Diligent Efforts to minimize the Manufacturing Cost while assuring the quality and availability of Bulk API or Finished Product, as applicable, and shall consider in good faith all reasonable input from the other Party for such purpose. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of Manufacturing Cost and resulting supply price payments due under this Agreement or the Supply Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years from the creation of individual records for examination at the auditing Party's ’s expense, and not more often than once each Fiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the calculation of the supply price pursuant to this Agreement. Any such accountant shall not disclose the audited Party's ’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of amount of supply price due by the auditing Party under this Agreement. Any amounts determined by such accountant to be overpaid, if any, shall be reimbursed to the auditing Party within [*] thirty (30) days from issuance of the accountant's ’s report, plus interest (as set forth in Section 8.7) from the original due date. Any amounts determined to be underpaid shall be paid within [*] thirty (30) days from the accountant's report. The auditing Party shall bear ’s [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the full cost of such audit unless such audit discloses an overpayment Securities and Exchange Commission pursuant to Rule 406 of the amount actually owed during the applicable Fiscal Year Securities Act of more than [*]1933, in which case the audited Party shall bear the full cost of such auditas amended.

Cost Audit. Each Party shall use Diligent Efforts to minimize the Manufacturing Cost while assuring the quality and availability of Bulk API or Finished Product, as applicable, and shall consider in good faith all reasonable input from the other Party for such purpose. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of Manufacturing Cost and resulting supply price payments due under this Agreement or the Supply Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years from the creation of individual records for examination at the auditing Party's expense, and not more often than once each Fiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the calculation of the supply price pursuant to this Agreement. Any such accountant shall not disclose the audited Party's Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of amount of supply price due by the auditing Party under this Agreement. Any amounts determined by such accountant to be overpaid, if any, shall be reimbursed to the auditing Party within [*] thirty (30) days from issuance of the accountant's report, plus interest (as set forth in Section 8.7) from the original due date. Any amounts determined to be underpaid shall be paid within [*] thirty (30) days from the accountant's report. The auditing Party shall bear the full cost of such audit unless such audit discloses an overpayment of the amount actually owed during the applicable Fiscal Year of more than [*], in which case the audited Party shall bear the full cost of such audit.