Common use of Audit Request Clause in Contracts

Audit Request. (a) At the request and expense of Scynexis , R-Pharm and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to R-Pharm, at reasonable times and upon reasonable notice, to examine such records for any Calendar Year [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. ending not more than [*] prior to the date of such request, 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 aggregate royalties payable for any calendar quarter in the case of R-Pharm’s failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to Scynexis any information other than information relating to said reports, royalties, and payments. Results of any such examination shall be made available to both Parties. Upon the expiration of [*] following the end of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon both parties, and R-Pharm and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (b) At the request and expense of Scynexis, R-Pharm and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to R-Pharm, at reasonable times and upon reasonable notice, to examine such records as may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 14. Such audits may not be requested more than [*] per any [*] period unless a public allegation or investigation of violation of any ACAB law has been lodged against a member of the R-Pharm Group in which case such an audit may occur more frequently. R-Pharm agrees to procure the full cooperation of its Agents in any such audits. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Audit Request. (a) At the request and expense (except as provided below) of Scynexis Seller, R-Pharm Buyer and its Affiliates shall permit an independent, nationally recognized certified public accountant appointed by Scynexis Seller and reasonably acceptable to R-PharmBuyer, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales or Adjusted Gross Margin in the possession or control of Buyer and/or its Affiliates, for a period of two calendar years after such records for any Calendar Year [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant Milestone Payments or Royalties have accrued. Said accountant must agree to Rule 406 of the Securities Act of 1933, as amended. ending not more than [*] prior reasonable confidentiality terms before having access to the date books and records of such request, 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 aggregate royalties payable for any calendar quarter in the case of R-Pharm’s failure to report or pay pursuant to this AgreementB▇▇▇▇. Said accountant shall not disclose to Scynexis Seller any information other than information relating to said reports, royaltiesMilestone Payments, Royalties, and paymentsrelated payments made or owed by Buyer to Seller. Results of any such examination shall be made available to both Parties. Upon the expiration of [*] following the end If, as a result of any calendar year, inspection of the calculation books and records of royalties payable with respect to such year shall be binding and conclusive upon both parties, and R-Pharm and its sublicensees shall be released from any liability Buyer or accountability with respect to royalties for such year. (b) At the request and expense of Scynexis, R-Pharm and its Affiliates it is shown that Buyer’s Milestone Payment or Royalty payments under this Agreement were less than the amount which should have been paid, then Buyer shall permit make all payments required to be made to eliminate any discrepancy revealed by said inspection within forty-five (45) days after Seller’s demand therefore. If, as a result of any inspection of the books and records of Buyer or its Affiliates it is shown that Buyer’s Milestone Payments or Royalty payments under this Agreement were in excess of the amount which should have been paid, then Buyer shall have the right to off-set the amount of such excess against any future Milestone Payments or Royalty payments made to Seller or to request that Seller return any such excess, which Seller shall do within thirty (30) days of such request. Furthermore, if the Milestone Payments or Royalty payments were less than the amount which should have been paid by an independentamount in excess of ten percent (10%) of the Milestone Payment or Royalty payments actually made during the period in question, certified public accountant appointed by Scynexis and reasonably acceptable to RB▇▇▇▇ shall also reimburse Seller for the reasonable, third party, auditable, out-Pharm, at reasonable times and upon reasonable notice, to examine of-pocket cost of such records as inspection. No accounting period may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 14. Such audits may not be requested audited by Seller more than [*] per any [*] period unless a public allegation or investigation of violation of any ACAB law has been lodged against a member of the R-Pharm Group in which case such an audit may occur more frequently. R-Pharm agrees to procure the full cooperation of its Agents in any such audits. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedonce.

Audit Request. (a) At the request and expense (except as provided below) of Scynexis ADVANCIS, R-Pharm GSK and its Affiliates and Sublicensees shall permit an independent, certified public accountant appointed by Scynexis ADVANCIS and reasonably acceptable to R-PharmGSK, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of GSK and/or its Affiliates and/or its Sublicensees. GSK shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to, not shall request for access be requested for, any Calendar Year [*] = Certain confidential information contained in this documentsuch set of records more often than once each calendar year, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. ending not or more than [*] three (3) years after the date of any report to be audited, and the auditors shall report to ADVANCIS no information other than the amount of royalty due. ADVANCIS shall provide GSK with written notice of its election to inspect and audit the records related to the royalty due hereunder not less than thirty (30) days prior to the proposed date of review of such request, 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 aggregate royalties payable for any calendar quarter in the case of R-Pharm’s failure to report or pay pursuant to this Agreement. Said accountant shall not disclose to Scynexis any information other than information relating to said reports, royalties, and paymentsrecords by ADVANCIS auditors. Results of any such examination shall be made available to both Parties. Upon If, as a result of any inspection of the expiration books and records of GSK or its Affiliates and/or its Sublicensees, it is shown that GSK's royalty payments under this Agreement were less than the amount which should have been paid, then GSK shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within forty five (45) days after ADVANCIS' demand therefor. Any over-payment will be credited against future amounts due to ADVANCIS hereunder and in the event no further payments are owed by GSK to ADVANCIS, ADVANCIS shall remit such amounts to GSK within forty-five (45) days after receipt of an invoice from GSK. Furthermore, if the royalty payments were less than the amount that should have been paid by an amount in excess of [***] following not including the end Medicare/Medicaid rebate adjustments estimated in good faith as described in Section 1.26 of any calendar yearthe royalty payments actually made during the period in question, the calculation of royalties payable with respect GSK shall also reimburse ADVANCIS for ADVANCIS' reasonable out-of-pocket costs related to such year shall be binding and conclusive upon both parties, and R-Pharm and its sublicensees shall be released from any liability or accountability with respect to royalties for such yearinspection. (b) At the request and expense of Scynexis, R-Pharm and its Affiliates shall permit an independent, certified public accountant appointed by Scynexis and reasonably acceptable to R-Pharm, at reasonable times and upon reasonable notice, to examine such records as may be necessary to confirm compliance with the Business Integrity Covenants set forth in Section 14. Such audits may not be requested more than [*] per any [*] period unless a public allegation or investigation of violation of any ACAB law has been lodged against a member of the R-Pharm Group in which case such an audit may occur more frequently. R-Pharm agrees to procure the full cooperation of its Agents in any such audits. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.