Common use of For Cause Audits Clause in Contracts

For Cause Audits. If Sponsor reasonably believes that the Projects are not being performed, or were not performed, in compliance with the terms of this Agreement or a Statement of Work hereunder, Sponsor may audit BDI Pharmaceuticals and/or any Affiliate of BDI Pharmaceuticals subcontracted hereunder upon reasonable advance notice to BDI Pharmaceuticals of not less than two (2) business days and during BDI Pharmaceuticals' or its Affiliates, if applicable, regular business hours. Sponsor or its agents may inspect BDI Pharmaceuticals' or its Affiliates', if applicable, facilities and may audit all records, including, but not limited to, Study Data and accounting records, relating to the Projects, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals, or its Affiliate, prior to such inspection. BDI Pharmaceuticals will make or cause to be made available all such records and will provide reasonable assistance in the inspection or audit. Sponsor's right to audit will survive the expiration or earlier termination of this Agreement. Audits in accordance with the terms and conditions of this Section 3.1 may occur no more than four (4) times per calendar year. Audits conducted under this Section 3.1 shall be at Sponsor's expense, provided, however, that if any audit under this Section 3.1 results in material findings, the cost of such audit shall be paid by BDI Pharmaceuticals. If Sponsor issues an audit report to BDI Pharmaceuticals, BDI Pharmaceuticals shall be allowed twenty (20) business days to correct and/or issue corrective actions for any non-conformities found in the course of the audit. BDI Pharmaceuticals lack of adherence to this timeline will result in a material breach of this Agreement.

For Cause Audits. If Sponsor Dyadic reasonably believes that the Projects are Project is not being performed, or were was not performed, in compliance with the terms of this Agreement or a Statement of Work hereunderAgreement, Sponsor Dyadic may audit BDI Pharmaceuticals and/or any Affiliate of BDI Pharmaceuticals subcontracted hereunder upon reasonable advance notice to BDI Pharmaceuticals of not less than two (2) business days and during BDI Pharmaceuticals' ’, or its Affiliates, if applicable, regular business hours. Sponsor Dyadic or its agents may inspect BDI Pharmaceuticals' ’, or its Affiliates'’, if applicable, facilities and may audit all records, including, but not limited to, Study Data and accounting records, relating to the ProjectsProject, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals, or its Affiliate, prior to such inspection. BDI Pharmaceuticals will make or cause to be made available all such records and will provide reasonable assistance in the inspection or audit. Sponsor's Dyadic’s right to audit will survive the expiration or earlier termination of this Agreement. Audits in accordance with the terms and conditions of this Section 3.1 4.1 may occur no more than four (4) times per calendar year. Audits conducted under this Section 3.1 4.1 shall be at Sponsor's expense, Dyadic’s expense provided, however, that if any audit under this Section 3.1 4.1 results in material findings, the cost of such audit shall be paid by BDI Pharmaceuticals. If Sponsor issues Dyadic will issue an audit report to BDI Pharmaceuticals, Pharmaceuticals and allow BDI Pharmaceuticals shall be allowed twenty (20) business days to correct and/or issue corrective actions for any non-conformities found in the course of the an audit. BDI Pharmaceuticals lack of adherence to this timeline time line will result in a material breach of this Agreement.