Partner Audits Sample Clauses
The Partner Audits clause grants one party the right to review and examine the records or operations of its partner to ensure compliance with the terms of their agreement. Typically, this clause outlines the scope of audits, the notice period required before an audit, and any limitations on frequency or confidentiality. For example, a company may audit its partner’s financial records to verify accurate reporting of sales or royalties. The core function of this clause is to provide transparency and accountability, helping to detect errors, prevent fraud, and resolve disputes over contractual obligations.
Partner Audits. 14.1.1 All audits of AMGEN are limited to the facilities where the Products are manufactured, Quality Systems and documentation directly related to the Products, and Batch Records related to lots provided to PARTNER, The scope, agenda, and timeline must be approved by AMGEN prior to each audit.
14.1.2 All audits of AMGEN facilities will be conducted during regular business hours in the presence of AMGEN representatives. Audits shall be conducted by not more than two (2) PARTNER representatives at each AMGEN facility, and, unless otherwise agreed upon by AMGEN, for not more than two (2) business days at each site. PARTNER shall provide AMGEN written notification of such audit no less than one hundred twenty days (120) days in advance. The written notification must clearly state the scope of the audit and regulatory standards to be used to conduct the audit. PARTNER may conduct an audit once in a twelve (12) month period, upon AMGEN’s approval of the audit request.
14.1.3 In addition to the annual audit described in Section 14.1.2 above, PARTNER is permitted to request an unplanned “For Cause” audit during the case of a quality or regulatory event. AMGEN will consider any such request in good faith, but will have sole discretion whether or not to grant such request.
14.1.3.1 Such “For Cause” audits require prior written notice by PARTNER to AMGEN and shall be conducted during AMGEN’s normal business hours. Each party must approve the audit scope, agenda and timeline prior to conducting the audit. For Cause audits shall be conducted by not more than two (2) PARTNER representatives at each AMGEN facility, and, unless otherwise agreed upon by AMGEN, for not more than two (2) business days.
Partner Audits. Partner will provide Kiniksa with copies of all quality oversight or audit reports prepared in connection with any audit that Partner or its Affiliates or Sublicensees conduct of any Sublicensee, Subcontractor, or Clinical Trial site that Partner or its Affiliates or Sublicensees have engaged or are evaluating to potentially engage to fulfill Partner’s obligations under a Global Development Plan or a Territory Development Plan no later than [***] days after receiving or preparing any such report (as applicable), and Kiniksa may provide any such reports to any counterparty to any Third Party IP Agreement if required by the terms of any such Third Party IP Agreement. If Kiniksa believes in good faith that it is required to submit any such quality oversight or audit report to any Regulatory Authority outside of the Territory in connection with obtaining, supporting, or maintaining one or more Regulatory Approvals for the Licensed Product or for other communications with Regulatory Authorities for the Licensed Product outside of the Territory, then upon Kiniksa’s request, Partner will provide a copy of any such quality oversight or audit report to Kiniksa and Partner will reimburse Kiniksa for any translation expenses reasonably incurred by Kiniksa to obtain translation thereof by translators selected by Kiniksa.
Partner Audits. If Partner has entered into Model Contract Clauses as described in Section 10.2 of these Terms, Partner may exercise the audit rights granted under clauses 5(f) and 12(2) of such Model Contract Clauses:
(a) by instructing Google to execute the audit as described in Sections 6.4 and
6.5.1 above; and/or
(b) following a request by Partner in accordance with Section 6.5.4 below, by executing an audit as described in such Model Contract Clauses.
Partner Audits. Partner will provide ImmunoGen with copies of all quality oversight or audit reports prepared in connection with any audit that Partner or its Affiliates or Sublicensees conduct of any Sublicensee, Subcontractor, or Clinical Trial site that Partner or its Affiliates or Sublicensees have engaged or are evaluating to potentially engage to fulfill Partner’s obligations under a Global Development Plan or a Territory Development Plan no later than [***] after receiving or preparing any such report (as applicable). If ImmunoGen believes in good faith that any such quality oversight or audit report may be necessary in connection with obtaining, supporting, or maintaining one or more Regulatory Approvals for a Licensed Product or for other communications with Regulatory Authorities outside of the Territory, then upon ImmunoGen’s request, Partner will provide a copy of any such quality oversight or audit report to ImmunoGen and, if such report is not in English, a summary thereof in English.