Common use of Financial Audits Clause in Contracts

Financial Audits. Upon the written request of Urigen and not more than once in each calendar year, Imprimis shall permit an independent certified public accounting firm of nationally recognized standing selected by Urigen and reasonably acceptable to Imprimis, at Urigen’s expense, to have access during normal business hours to such of the financial records of Imprimis or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the eight (8) calendar quarters immediately prior to the date of such request (other than records for which Urigen has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed during the audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date Urigen delivers to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses that the royalties payable by Imprimis for such period are more than one hundred ten percent (110%) of the royalties actually paid for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. Urigen shall cause its accounting firm to retain all financial information subject to review under this Section 4.6 in strict confidence; provided, however, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any discrepancy. No other information shall be shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 4.6.

Financial Audits. Upon the written request of Urigen and not Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that a billing error has occurred involving an amount in each calendar yearexcess of [***], Imprimis ACS shall permit an allow Symetra and/or any independent certified public accounting firm of nationally recognized standing Third Party selected by Urigen and reasonably acceptable Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to Imprimis, at Urigen’s expenseby the Parties, to have fully audit ACS’ and/or its Subcontractors’ books and records to the extent necessary to verify any amounts paid or payable hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. Such auditors shall be provided with full access during normal business hours to such of the financial information, books and records of Imprimis or its Affiliates as may be reasonably necessary to verify confirm the accuracy of ACS’ invoices, documents, and other information supporting such invoices, and any pricing adjustment computations. All such audits shall be conducted during business hours, with reasonable advance notice, and shall include access to all proprietary and confidential information of ACS and its Subcontractors to the royalty reports hereunder for extent necessary to comply with the eight provisions of this Section 7.3. If any such audit reveals that ACS has overcharged Symetra five percent (8) calendar quarters immediately 5%) or more during the period to which the audit relates (as determined prior to the commencement of the audit), then ACS promptly shall refund such overcharges to Symetra together with interest thereon retroactive to the date of the overcharge(s) at the Interest Rate, and the cost of such request audit (other than records for which Urigen up to a cap of [***]), shall be borne by ACS. Similarly, if any such audit reveals that ACS has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed undercharged Symetra during the audited periodperiod to which the audit Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corp., Imprimis this information has been filed separately with the Securities and Exchange Commission. Table of Contents relates (as determined prior to the commencement of the audit), then Symetra shall pay such additional amounts within thirty (30undercharge(s) days after to ACS, together with interest thereon retroactive to the date Urigen delivers of the undercharge(s) at the Interest Rate, up to Imprimis an aggregate cap for all such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses that the royalties payable by Imprimis for such period are more than one hundred ten percent undercharges (110%plus applicable interest) of [***]. ACS shall incorporate the royalties actually paid for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. Urigen shall cause its accounting firm to retain all financial information subject to review auditing requirements set forth in this paragraph verbatim into any agreement into which it enters with any Subcontractor providing Services under this Section 4.6 in strict confidence; provided, however, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any discrepancy. No other information shall be shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 4.6Agreement.

Financial Audits. Upon the written request of Urigen and not Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that a billing error has occurred involving an amount in each calendar yearexcess of [***], Imprimis ACS shall permit an allow Symetra and/or any independent certified public accounting firm of nationally recognized standing Third Party selected by Urigen and reasonably acceptable Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to Imprimis, at Urigen’s expenseby the Parties, to have fully audit ACS’ and/or its Subcontractors’ books and records to the extent necessary to verify any amounts paid or payable hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. Such auditors shall be provided with full access during normal business hours to such of the financial information, books and records of Imprimis or its Affiliates as may be reasonably necessary to verify confirm the accuracy of ACS’ invoices, documents, and other information supporting such invoices, and any pricing adjustment computations. All such audits shall be conducted during business hours, with reasonable advance notice, and shall include access to all proprietary and confidential information of ACS and its Subcontractors to the royalty reports hereunder for extent necessary to comply with the eight provisions of this Section 7.3. If any such audit reveals that ACS has overcharged Symetra five percent (8) calendar quarters immediately 5%) or more during the period to which the audit relates (as determined prior to the commencement of the audit), then ACS promptly shall refund such overcharges to Symetra together with interest thereon retroactive to the date of the overcharge(s) at the Interest Rate, and the cost of such request audit (other than records for which Urigen up to a cap of [***], shall be borne by ACS. Similarly, if any such audit reveals that ACS has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed undercharged Symetra during the audited periodperiod to which the audit relates (as determined prior to the commencement of the audit), Imprimis then Symetra shall pay such additional amounts within thirty (30undercharge(s) days after to ACS, together with interest thereon retroactive to the date Urigen delivers of the undercharge(s) at the Interest Rate, up to Imprimis an aggregate cap for all such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses that the royalties payable by Imprimis for such period are more than one hundred ten percent undercharges (110%plus applicable interest) of [***] Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the royalties actually paid for such period, then Imprimis Securities and Exchange Commission. [***]. ACS shall pay incorporate the reasonable fees and expenses charged by such accounting firm. Urigen shall cause its accounting firm to retain all financial information subject to review auditing requirements set forth in this paragraph verbatim into any agreement into which it enters with any Subcontractor providing Services under this Section 4.6 in strict confidence; provided, however, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any discrepancy. No other information shall be shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 4.6Agreement.

Financial Audits. Upon the written request of Urigen and not Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that a billing error has occurred involving an amount in each calendar yearexcess of [***], Imprimis ACS shall permit an allow Symetra and/or any independent certified public accounting firm of nationally recognized standing Third Party selected by Urigen and reasonably acceptable Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to Imprimis, at Urigen’s expenseby the Parties, to have fully audit ACS’ and/or its Subcontractors’ books and records to the extent necessary to verify any amounts paid or payable hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. Such auditors shall be provided with full access during normal business hours to such of the financial information, books and records of Imprimis or its Affiliates as may be reasonably necessary to verify confirm the accuracy of ACS’ invoices, documents, and other information supporting such invoices, and any pricing adjustment computations. All such audits shall be conducted during business hours, with reasonable advance notice, and shall include access to all proprietary and confidential information of ACS and its Subcontractors to the royalty reports hereunder for extent necessary to comply with the eight provisions of this Section 7.3. If any such audit reveals that ACS has overcharged Symetra five percent (8) calendar quarters immediately 5%) or more during the period to which the audit relates (as determined prior to the commencement of the audit), then ACS promptly shall refund such overcharges to Symetra together with interest thereon retroactive to the date of the overcharge(s) at the Interest Rate, and the cost of such request audit (other than records for which Urigen up to a cap of [***]), shall be borne by ACS. Similarly, if any such audit reveals that ACS has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed undercharged Symetra during the audited periodperiod to which the audit relates (as determined prior to the commencement of the audit), Imprimis then Symetra shall pay such additional amounts within thirty (30undercharge(s) days after to ACS, together with interest thereon retroactive to the date Urigen delivers of the undercharge(s) at the Interest Rate, up to Imprimis an aggregate cap for all such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses that the royalties payable by Imprimis for such period are more than one hundred ten percent undercharges (110%plus applicable interest) of [***]. ACS shall incorporate the royalties actually paid for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. Urigen shall cause its accounting firm to retain all financial information subject to review auditing requirements set forth in this paragraph verbatim into any agreement into which it enters with any Subcontractor providing Services under this Section 4.6 in strict confidence; provided, however, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any discrepancy. No other information shall be shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 4.6Agreement.

Financial Audits. Upon the written request of Urigen and not more than once in each calendar yearCustomer’s request, Imprimis Vendor shall permit an allow Customer and/or any independent certified public accounting firm of nationally recognized standing third party selected by Urigen Customer to fully audit Vendor’s respective Affiliates’ books and reasonably acceptable records to Imprimis, at Urigen’s expense, the extent necessary to have verify any amounts paid or payable hereunder (provided that Vendor shall not be PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS obligated to share its internal cost or profit data). Such auditors shall be provided with full access during normal business hours to such of the financial information, books, and records of Imprimis or its Affiliates as may be reasonably necessary to verify confirm the accuracy of Vendor’s invoices, documents, and other information supporting such invoices and any pricing adjustment computations. If any such audit reveals that Vendor has overcharged Customer or that Customer has overpaid for any of the royalty reports hereunder for Services during the eight period to which the audit relates (8) calendar quarters immediately as determined prior to the date commencement of such request (other the audit), then Vendor shall, no later than records for which Urigen has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed during the audited period, Imprimis shall pay such additional amounts within thirty (30) days after the audit is concluded and Vendor has been advised of the results, provided that Vendor does not dispute such results based on contrary findings from an alternative auditor, refund any overpayment, including any taxes collected from Customer thereon plus interest at the prevailing interest rate from the date Urigen delivers to Imprimis of payment of the overcharge through the date the overcharge is refunded by Vendor. If any such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Urigen; provided, however, if the audit discloses reveals that the royalties payable overcharge or overpayment by Imprimis for such period are more than one hundred ten Customer is five percent (1105%) or more of the royalties total amount actually paid owed to Vendor under the applicable invoice(s), Vendor shall also reimburse Customer for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firmcosts of the audit. Urigen Vendor shall cause its accounting firm to retain all financial information subject to review in no event dispose of, destroy, alter or mutilate said books, work, documents, papers, materials, payrolls, records, accounts, and/or data in any manner whatsoever for three (3) years after the final payment under this Section 4.6 in strict confidence; providedAgreement, howeveror until all pending matters are closed, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis or its Affiliates regarding such financial information. The accounting firm shall disclose to Urigen only whether the reports are correct or not and the amount of any discrepancy. No other information shall be shared. Urigen shall treat all such financial information as Imprimis’ confidential information, and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 4.6whichever is later.