Common use of Books and Records; Audit Rights Clause in Contracts

Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, books and records accurately showing all Products manufactured, used or sold under the terms of this Agreement. The relevant portions of such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x cost, solely for the purposes of determining the correctness of the royalties payable under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject to customary confidentiality provisions. In the event an audit shows a deficiency to be due, ALS shall immediately pay such deficiency along with the reasonable costs and expenses of the audit if the deficiency is more than five percent (5%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may deduct the amount of such excess from the next payment due. Such books and records shall be preserved for a period of at least three (3) years after the date of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreement.

Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, NeoGenomics will keep books and records that accurately showing all Products manufactured, used or sold under show the terms of this Agreement. The relevant portions of such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x cost, solely for the purposes of determining the correctness of the royalties payable under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject to customary confidentiality provisions. In the event an audit shows a deficiency to be due, ALS shall immediately pay such deficiency along with the reasonable costs and expenses of the audit if the deficiency is more than five percent (5%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may deduct the amount of such excess from the next payment dueService Revenue. Such books and records shall be preserved for a period three (3) years from the last day of each Calendar Year in which such Service Revenue was realized and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the purpose of verifying NeoGenomics’ Service Revenue for the applicable period. Once audited, the books and record shall be closed for the applicable Calendar Year(s) and may not be audited again pursuant to this Section 3.9. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the Service Revenue reported by NeoGenomics for the audited Calendar Year(s) is at least ten percent (10%) more than the Service Revenue determined by the auditor for such Calendar Year(s), then NeoGenomics will promptly reimburse Abbott for the costs of such audit. Xxxxxx’x right to audit a specific Calendar Year will terminate three (3) years after the date last day of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreementsuch Calendar Year.

Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, NeoGenomics will keep books and records that accurately showing all Products manufactured, used or sold under show the terms of this Agreement. The relevant portions of such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x cost, solely for the purposes of determining the correctness of the royalties payable under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject to customary confidentiality provisions. In the event an audit shows a deficiency to be due, ALS shall immediately pay such deficiency along with the reasonable costs and expenses of the audit if the deficiency is more than five percent (5%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may deduct the amount of such excess from the next payment dueService Revenue. Such books and records shall be preserved for a period three (3) years from the last day of each Calendar Year in which such Service Revenue was realized and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the purpose of verifying NeoGenomics’ Service Revenue for the applicable period. Once audited, the books and record shall be closed for the applicable Calendar Year(s) and may not be audited again pursuant to this Section 3.9. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the Service Revenue reported by NeoGenomics for the audited Calendar Year(s) is at least ten percent (10%) more than the Service Revenue determined by the auditor for such Calendar Year(s), then NeoGenomics will promptly reimburse Abbott for the costs of such audit. Axxxxx’x right to audit a specific Calendar Year will terminate three (3) years after the date last day of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreementsuch Calendar Year.

Books and Records; Audit Rights. ALS Abbott shall keep, and shall cause its Affiliates and sublicensees to keep, keep books and records accurately showing all Products manufactured, used or sold under the terms of this Agreement. The relevant portions of such Such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x cost, ABS solely for the purposes of determining the correctness of the royalties payable paid under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject ----------- ***Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to customary Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 8 to suitable confidentiality provisions. In the event an audit shows a deficiency to be due, ALS Abbott shall immediately pay such deficiency along with the reasonable costs and expenses expense of the audit if the deficiency is more than five ten percent (510%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may Abbott shall be entitled to deduct the amount of such excess from the payment due for the next payment duecalendar quarter. Such books and records shall be preserved for a period of at least three (3) years after the date of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreement.

Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, books and records accurately showing all Products manufactured, used or sold under the terms of this Agreement. The relevant portions of such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x Xxxxxx’x cost, solely for the purposes of determining the correctness of the royalties payable under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject to customary confidentiality provisions. In the event an audit shows a deficiency to be due, ALS shall immediately pay such deficiency along with the reasonable costs and expenses of the audit if the deficiency is more than five percent (5%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may deduct the amount of such excess from the next payment due. Such books and records shall be preserved for a period of at least three (3) years after the date of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreement.