Common use of Records Retention Audit Clause in Contracts

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. 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. 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 's invoices under Section 4.7(b). At Amylin’s '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.