Common use of For Cause Audits Clause in Contracts

For Cause Audits. If Dyadic reasonably believes that BDI Pharmaceuticals is not in compliance with the terms of this Agreement or other Agreements between Dyadic and BDI Pharmaceuticals, Dyadic may schedule audits upon reasonable advance notice of not less than two (2) business days and during BDI Pharmaceuticals’ regular business hours. Dyadic or its agents may inspect BDI Pharmaceuticals’ facilities and may audit records, including records relating to the implementation of, including the accounting of costs incurred, the Development Plan and/or Commercialization Plan, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals prior to such inspection. BDI Pharmaceuticals will make available all such records and will provide reasonable assistance in the inspection or audit. Audits in accordance with the terms and conditions of Section 12.1 may occur more frequently than one (1) time per calendar year, but in no case more than four (4) times per calendar year. In the event any audit under Section 12.1 results in Material Findings, the cost of such audit shall be paid by BDI Pharmaceuticals. Dyadic will issue an audit report to BDI Pharmaceuticals and allow BDI Pharmaceuticals twenty (20) business days to correct and/or issue corrective actions for any nonconformities found in the course of an audit. BDI Pharmaceuticals’ lack of adherence to this timeline will result in a material breach of this Agreement.