Records Retention Audit Sample Clauses

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRS, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 6, or any other payment due hereunder. Such [***] 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. records or books of account shall be kept until the [***] of December 31 of the Calendar Year in which the relevant Program Product is sold (in the case of royalty or other payments due under Section 6.4) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, Sanofi Licensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than [***] preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and Sanofi only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%), the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 10.1 with respect to a Calendar Year within the [***] perio...

Records Retention Audit. 6.9.1 Flexion shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate records or books of account in accordance with generally accepted accounting principles showing the information that is necessary for the accurate determination of the royalties due hereunder with respect to the sale of such Licensed Product. Such books and records shall be retained by Flexion and its Affiliates and Sublicensees until the later of (a) five (5) years after the end of the period to which such books and records pertain, and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law. 6.9.2 Upon the written request of AstraZeneca, Flexion shall, and shall cause its Affiliates to permit a certified public accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than […***…] per year and not more than […***…] for the same reporting period (unless Flexion or AstraZeneca provide reasonable reasons for a […***…] audit of such a reporting period to be performed), all or any part of the records and hooks of Flexion and its Affiliates necessary to check the accuracy of the royalties paid. Such a review may look back on the preceding […***…] years of records and books of Flexion and its Affiliates. The accounting firm shall enter into appropriate obligations with Flexion to treat all information it receives during its inspection in confidence, subject to its reporting obligations to AstraZeneca in respect of the accuracy of the royalty payments made. In the event of any finding of understatement or underpayment of royalties, Flexion will pay the unpaid amount to AstraZeneca with interest calculated from the date of underpayment pursuant to the terms of Section 6.13

Records Retention Audit. Contractor shall establish and maintain a reasonable accounting system that enables LES to readily audit this Contract and any SOW. LES and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and Subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by LES, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by LES. Such records shall be made available to LES during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for LES. Contractor shall ensure LES has these rights with Contractor’s assigns, successors, and Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any Subcontractors to the extent that those Subcontracts or agreements relate to fulfillment of the Contractor’s obligations to LES. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by LES unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any na...

Records Retention Audit. (a) Until the sixth (6th) anniversary of January 31 of the Calendar Year in which a Product is sold, Virpax shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles showing the information that is necessary for the accurate determination of the royalties due hereunder with respect to the sale of such Product. (b) Upon the written request of Nanomerics, Virpax shall permit a certified public accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and going back no more than three (3) years preceding the current year, all or any part of Virpax’s records and books necessary to check the accuracy of the royalties paid. The accounting firm shall enter into appropriate obligations with Virpax to treat all information it receives during its inspection in confidence, except for the purposes of presenting the findings of its audit. The accounting firm shall disclose to Nanomerics and Virpax only whether the royalty reports are correct and details concerning any discrepancies, but no other information shall be disclosed to Nanomerics. The charges of the accounting firm shall be paid by Nanomerics, except that if the royalties have been understated by [**] or more, the charges shall be paid by Virpax. Virpax shall make good any underpayment of royalties within forty-five (45) days of the disclosure of the accounting firm’s report.

Records Retention Audit. Amylin agrees to keep for at least five (5) years records of all sales of Products in sufficient detail to permit ACTII to confirm the accuracy of ▇▇▇▇▇▇’s royalty calculations. At ACTII’s request upon at least forty-five (45) days’ prior written notice, and at the expense of ACTII, Amylin shall permit a nationally recognized independent certified public accountant appointed by ACTII, and reasonably acceptable to Amylin, to examine these records solely to the extent necessary to verify such calculations, provided that such accountant has entered into a confidentiality agreement with Amylin or ACTII substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to those comparable of a royalty statement provided pursuant to Section 3.6(b) hereof. Such examination may occur only once in each calendar year and may apply only to records pertaining to the preceding five (5) calendar years. Results of any such examination shall be made available to ACTII and to Amylin. If such examination reveals an uncontested underpayment of royalties by five percent (5%) or more, Amylin shall pay all costs of such examination. In the event such accountant concludes that additional royalties are owed, the additional royalties shall be paid within thirty (30) days after the date Amylin receives the accountant’s written report reflecting such conclusion. Amylin shall either (i) keep for at least five (5) years copies of records of its Affiliates, sublicensees and Co-Marketers sufficient for auditing purposes under this Section 3.5(c) or (ii) secure the right for ACTII to conduct an audit of the records of ▇▇▇▇▇▇’s Affiliates, sublicensees and Co-Marketers under this Section 3.6(c) including records pertaining to gross sales and all deductions taken in the calculation of Net Sales. This Section 3.6(c) shall survive any termination of this Agreement for two (2) years.

Records Retention Audit. (a) Until [***], AstraZeneca and its Affiliates shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles showing all information and data that is necessary for the accurate determination of the royalties and other payments due hereunder with respect to the sale or other Exploitation of Licensed Product. (b) Upon the written request of Nektar, AstraZeneca shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm of nationally recognized standing selected by Nektar and reasonably acceptable to AstraZeneca to inspect during regular business hours and [***], all or any part of AstraZeneca’s and its Affiliates’ records and books necessary to check the accuracy of the royalties and other amounts paid under this Agreement. The accounting firm shall enter into an appropriate agreement with AstraZeneca to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Nektar and AstraZeneca only whether the royalty reports and other payment amounts made are correct and details concerning any discrepancies, but no other information shall be disclosed to Nektar. The charges of the accounting firm shall be paid by Nektar, except that if the royalties or other payments have been [***], the charges shall be paid by AstraZeneca. If Nektar does not exercise its right under this Section 7.14(b) with respect to [***] within the time period allotted therefor, it shall constitute a waiver by Nektar of its right to later object to any payments made by AstraZeneca under this Agreement [***]. EXECUTION VERSION

Records Retention Audit. ACTII agrees to keep for at least five (5) years all records of time spent by ACTII personnel working on the development program and in sufficient detail to permit Amylin to confirm the accuracy of ACTII’s invoices under Section 4.7(b). At Amylin’s request upon at least forty-five (45) days’ prior written notice, and at the expense of Amylin, ACTII shall permit a nationally recognized independent certified public accountant or independent scientific expert, in both cases, appointed by Amylin and reasonably acceptable to ACTII, to examine these records solely to the extent necessary to verify such invoices, provided that such accountant or scientific expert has entered into a confidentiality agreement with ACTII substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to those comparable of an invoice statement provided pursuant to Section 4.7(b) hereof. Such examination may occur only once in each calendar year and may apply only to records pertaining to the preceding five (5) calendar years. Results of any such examination shall be made available to Amylin and to ACTII. If such examination reveals an uncontested overpayment under Section 4.7 by five percent (5%) or more, ACTII shall pay all costs of such examination. In the event such accountant or scientific expert concludes that an overpayment was made by Amylin under Section 4.7, ACTII will credit such overpayment amount against future amount owed by Amylin to ACTII. This Section 4.7(d) shall survive any termination of this Agreement for two (2) years.

Records Retention Audit. Licensee, its Affiliates and its sublicensees shall keep and maintain complete and accurate records relating to the rights and obligations under this Agreement and the Net Sales, Annual Net Asian Sales, Annual Net European Sales, Annual Net North American Sales and Annual Net Worldwide Sales of Licensed Products for a period of *** calendar years after the year to which they pertain, and in sufficient detail to permit Symphony to confirm the accuracy of sales milestone and royalty payments due, any reports delivered to Symphony and compliance in other respects with this Agreement. At the request and expense (except as provided below) of Symphony, Licensee, its Affiliates and its sublicensees shall permit an independent accounting firm of national recognition to examine such records and all other materials relating to or relevant to Net Sales, Annual Net Asian Sales, Annual Net European Sales, Annual Net North American Sales, Annual Net Worldwide Sales or compliance in other respects with this Agreement. If, as a result of any inspection of the books and records of Licensee, its Affiliates or its sublicensees, it is shown that Licensee’s royalty payments under this Agreement were less than the amount which should have been paid, or that a sales milestone payment should have been paid or should have been paid earlier, then Licensee shall make all payments required to eliminate any discrepancy revealed by said inspection in accordance with Section 5.1, plus interest thereon pursuant to Section 5.4. Such interest shall be calculated from the date such underpaid amount was due until the date such underpaid amount is actually paid. In addition, if such underpaid amount is in excess of (***%) of the amount that actually should have been paid by Licensee, then Licensee shall reimburse Symphony for the reasonable cost of such audit. In the event of an overpayment, such amounts shall be deducted from Symphony’s royalties until fully credited.

Records Retention Audit. Dynavax shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles that, in reasonable detail, fairly reflect the reimbursable Joint Research Programme expenses. Such books and records shall be maintained by Dynavax for at least [ * ] years following the end of the calendar year to which they pertain.