Common use of Audit Request Clause in Contracts

Audit Request. At the request of BMS, SGI, its Affiliates and its sublicensees shall permit an independent certified public accountant appointed by BMS, at reasonable times and upon reasonable notice (but in no event more than once per calendar year), to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of SGI, its Affiliates or its sublicensees, for a period of three years after such royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS any information other than information relating to said reports, royalties, and payments. The results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of SGI or its Affiliates or its sublicensees, it is shown that SGI's royalty payments under this Agreement were less than the amount which should have been paid, then SGI shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 days after BMS's demand therefor. Furthermore, if the royalty payments made by SGI were less than 95% of the amount of royalty payments which should have been paid with respect to the period in question, SGI shall also reimburse BMS for the cost of such examination.

Audit Request. At the request and expense (except as provided below) of BMSOSIRIS, SGI, JCR and its Affiliates and its sublicensees Sublicensees and co-marketers shall permit an independent certified public accountant appointed by BMSOSIRIS and reasonably acceptable to JCR, at reasonable times and upon reasonable notice (but in no event more than once per calendar year)notice, to examine those records and all other material documents relating to or relevant to Net Sales or Net Profits in the possession or control of SGI, JCR and/or its Affiliates or its sublicenseesSublicensees and co-marketers, for a period of three years after such royalties or Net Profit share have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS OSIRIS any information other than information relating to said reports, royalties, and payments. The results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of SGI JCR or its Affiliates or its sublicensees, Sublicensees and co-marketers it is shown that SGI's JCR’s royalty payments or Net Profit share under this Agreement were less than the amount which should have been paid, then SGI JCR shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 forty-five (45) days after BMS's OSIRIS’ demand therefortherefore. Furthermore, Furthermore if the royalty payments made by SGI were or Net Profit share was less than 95% of the amount of royalty payments which should have been paid with respect to by an amount in excess of five percent (5%) of the royalty payments or Net Profit share actually made during the period in question, SGI JCR shall also reimburse BMS OSIRIS for the cost of such examinationinspection.

Audit Request. At the request and expense (except as provided below) of BMSOSIRIS, SGI, JCR and its Affiliates and its sublicensees Sublicensees and co-marketers shall permit an independent independent, certified public accountant appointed by BMSOSIRIS and reasonably acceptable to JCR, at reasonable times and upon reasonable notice (but in no event more than once per calendar year)notice, to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of SGI, JCR and/or its Affiliates or its sublicenseesSublicensees and co-marketers, for a period of three years after such royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS OSIRIS any information other than information relating to said reports, royalties, and payments. The results Results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. , If, as a result of any inspection of the books and records of SGI JCR or its Affiliates or its sublicensees, Sublicensees and co-marketers it is shown that SGI's JCR’s royalty payments under this Agreement were less than the amount which should have been paid, then SGI JCR shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 forty-five (45) days after BMS's OSIRIS’ demand therefortherefore. Furthermore, if the royalty payments made by SGI were less than 95% of the amount of royalty payments which should have been paid with respect to by an amount in excess of five percent (5%) of the royalty payments actually made during the period in question, SGI JCR shall also reimburse BMS OSIRIS for the cost of such examinationinspection.

Audit Request. At the request of BMS, SGI, its Affiliates and its sublicensees shall permit an independent certified public accountant appointed by BMS, at reasonable times and upon reasonable notice (but in no event more than once per calendar year), to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of SGI, its Affiliates or its sublicensees, for a period of three years after such royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's ’s failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS any information other than information relating to said reports, royalties, and payments. The results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of SGI or its Affiliates or its sublicensees, it is shown that SGI's ’s royalty payments under this Agreement were less than the amount which should have been paid, then SGI shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 days after BMS's ’s demand therefor. Furthermore, if the royalty payments made by SGI SG1 were less than 95% of the amount of royalty payments which should have been paid with respect to the period in question, SGI shall also reimburse BMS for the cost of such examination.

Audit Request. At the request and expense (except as provided below) of BMSNEOTHERAPEUTICS, SGI, GPC and its Affiliates and its sublicensees shall permit an independent independent, certified {redacted} Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. public accountant appointed by BMSNEOTHERAPEUTICS and reasonably acceptable to GPC, at reasonable times and upon reasonable notice (but in notice, to examine no event more than once per calendar year), to examine year those records and all other material documents relating to or relevant to Net Sales in the possession or control of SGI, GPC and its Affiliates or its sublicenseesAffiliates, for a period of three years after such royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS any information other than information relating to said reports, royalties, and payments. The results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of SGI GPC or its Affiliates or its sublicenseesAffiliates, it is shown that SGIGPC's royalty payments under this Agreement were less than the amount which should have been paid, then SGI GPC shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 forty-five (45) days after BMSNEOTHERAPEUTICS's demand therefor. Furthermore, if the aggregate royalty payments GPC made by SGI were less than ninety five (95% %) of the amount of royalty payments which should have been paid with respect to made during the period in question, SGI GPC shall also reimburse BMS NEOTHERAPEUTICS for the reasonable out-of-pocket cost of such examinationinspection and shall pay interest on the deficiency pursuant to Section 10.7.

Audit Request. At the request and expense (except as provided below) of BMSOSIRIS, SGI, JCR and its Affiliates and its sublicensees Sublicensees and co-marketers shall permit an independent independent, certified public accountant appointed by BMSOSIRIS and reasonably acceptable to JCR, at reasonable times and upon reasonable notice (but in no event more than once per calendar year)notice, to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of SGI, JCR and/or its Affiliates or its sublicenseesSublicensees and co-marketers, for a period of three years after such royalties have accrued, as may be necessary to: (i) determine the correctness of any report or payment made under this Agreement; or (ii) obtain information as to the royalties payable for any calendar quarter in the case of SGI's failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to BMS OSIRIS any information other than information relating to said reports, royalties, and payments. The results Results of any such examination shall be made available to both Parties. BMS shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of SGI JCR or its Affiliates or its sublicensees, Sublicensees and co-marketers it is shown that SGI's JCR’s royalty payments under this Agreement were less than the amount which should have been paid, then SGI JCR shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 15 forty-five (45) days after BMS's OSIRIS’ demand therefortherefore. Furthermore, if the royalty payments made by SGI were less than 95% of the amount of royalty payments which should have been paid with respect to by an amount in excess of five percent (5%) of the royalty payments actually made during the period in question, SGI JCR shall also reimburse BMS OSIRIS for the cost of such examinationinspection.