Expense Records. Each Party (an “Expense Incurring Party”) agrees to keep full, clear and accurate records for a period of at least [****] after the relevant report is made pursuant to Section 9.5(c) setting forth its incurred Development Expenses, Operating Expenses, Ongoing Development Expenses, Other Out-of-Pocket Costs in sufficient detail to enable compensation payable to the other Party (an “Expense Reimbursing Party”) hereunder to be determined. Each Expense Incurring Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the Expense Reimbursing Party to verify reports made *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. pursuant to Section 9.5(c). Unless the Expense Reimbursing Party obtains the prior written consent of the Expense Incurring Party, such accounting firms must be selected from among the four largest U.S. accounting firms. Such audit shall not be performed more frequently that [****]. Such examination is to be made at the expense of the Expense Reimbursing Party, except in the event that the results of the audit reveal a discrepancy in favor of the Expense Incurring Party of [****] or more over the period being audited, in which case reasonable audit fees for such examination shall be paid by the Expense Incurring Party.
Appears in 3 contracts
Sources: Collaboration Agreement (Biotech Spinco, Inc.), Collaboration Agreement (Facet Biotech Corp), Collaboration Agreement (Protein Design Labs Inc/De)