Record Keeping; Audits Sample Clauses

Record Keeping; Audits. (a) Abbott shall keep full and accurate accounting records of all Tests and Excluded Tests (as defined in Section 6.4) sold in sufficient detail to determine the Product Fees payable by Abbott to BGM. Upon reasonable written notice to Abbott, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to Abbott, audit ▇▇▇▇▇▇’▇ records pertaining to the number of Tests and Excluded Tests sold on a confidential basis to verify the Product Fees payable pursuant to this Agreement; provided, however, that such audit shall not: (a) take place more frequently than once per calendar year; and (b) cover records for more than the preceding three (3) years. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and Abbott, and not any of ▇▇▇▇▇▇’▇ customers, pricing or other Confidential Information. The results of such audit shall be binding on both parties. Any adjustment in payment shall be made upon demonstration of any underpayment. (b) BGM shall keep (i) full and accurate accounting records of its own AUP, in sufficient detail to determine if any of the circumstances set forth in Section 3.2 have occurred. Upon reasonable written notice to BGM, Abbott shall have the right, during normal business hours, to have an independent certified public accountant, selected by Abbott and acceptable to BGM, audit BGM’s records pertaining to the sales of Galectin-3 products on a confidential basis to verify the AUPs of such products for the purposes of this Agreement; provided, however, that such audit shall not: (a) take place more frequently than once per calendar year; and (b) cover records for more than the preceding two (2) years. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and Abbott, and not any of BGM’s customers, pricing or other Confidential Information. The results of such audit shall be binding on both parties.

Record Keeping; Audits. The parties will maintain all documents, papers, file books, accounting records, appropriate financial records, and other evidence related to costs incurred relative to this Agreement. All such records shall be maintained by the parties for a period of five (5) years following completion and Final Acceptance of the Project. It is hereby agreed that the Legislative Auditor of the State of Louisiana and/or the Office of the Governor, Division of Administration auditors shall have the option of auditing all accounts of the parties that relate to this Agreement. The parties shall be audited in accordance with La. R.S. 24:513, as applicable.

Record Keeping; Audits. Galena and its Affiliates shall keep books and accounts of record in connection with Net Sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. Galena and its Affiliates shall maintain such records for a period of at least three (3) years after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and Galena has received written notice from MSRx of the records which are in dispute, Galena and its Affiliates shall keep such records until the later of one (1) year or until such dispute is resolved. No more than once every calendar year, upon reasonable notice to Galena, an independent auditor designated by MSRx shall have the right to examine Galena’s (or its Affiliates’ or subcontractors’) records to determine the correctness of the amount of royalties paid to MSRx under the terms of this Agreement. All costs and expenses of such auditor incurred in connection with performing any such audit shall be paid by MSRx unless such audit discloses an underpayment of at least [***] percent ([***]%), in which case Galena shall bear such costs and expenses.

Record Keeping; Audits. 4.1 The Supplier shall at any time upon request, and in any event upon termination or expiry of this Agreement, (unless the Customer agrees otherwise in writing in each case) delete or deliver up all Personal Data Processed pursuant to this Agreement. 4.2 Following such deletion or delivering up and in the event of termination or expiry of this Agreement the Supplier shall promptly and securely delete or destroy all such Personal Data except for any Personal Data: (a) which is necessary to enable the Supplier to comply with any continuing obligations that the Supplier may have following termination or expiry of this Agreement; or (b) which Data Protection Laws require to be stored and or further processed. 4.3 Each Party shall provide the other with such information as such other Party reasonably requests from time to time to enable such other Party to satisfy itself that the Party providing the information is complying with its obligations under this paragraph 4. 4.4 Each Party may, at its own expense, inspect the other Party’s compliance with this paragraph 4. Due to the confidential and proprietary nature of the Supplier’s operations and to protect the integrity and security of its operations and the shared nature of systems which may be used to provide the Services under this Agreement, the Supplier reserves the right to reasonably limit the scope of such audits or inspections, and require that such inspections: (a) must be preceded by advance written request of no less than 30 Business Days prior to the anticipated start date and may occur no more than once in any twelve (12) month period; (b) must take place at a time mutually agreed by the Supplier and the Customer; (c) if to be conducted by a third party, the third party must be: (i) approved in writing by the Supplier and the Customer (such approval not to be unreasonably withheld or delayed);

Record Keeping; Audits. Metaphore shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate records of the latest three (3) years of sales with respect to which Metaphore has an obligation to make, and/or have made, a royalty payment to Pfizer hereunder. For the sole purpose of verifying the amount of any payments due to Pfizer hereunder, Pfizer shall have the right annually at Pfizer's expense to retain an independent, certified public accountant, selected by Pfizer and reasonably acceptable to Metaphore to review such records in the location(s) where such records are maintained by Metaphore or its Sublicensees upon reasonable notice and during regular business hours and under obligations of strict confidence. Results of such review shall be made available to both Pfizer and Metaphore; provided that any information provided by the independent certified public accounting firm to Pfizer shall be solely limited to any discrepancies and the numerical summary of any payments due, and Pfizer shall be prohibited from disclosing any such information to Third Parties. If the review reveals an underpayment of any royalty payments due and payable to Pfizer hereunder, such underpayment shall be promptly remitted to Pfizer, together with interest calculated pursuant to Section 3.

Record Keeping; Audits. 4.1 Sponge shall: (i) maintain a record of its Processing activities which relate to this agreement as required by article 30(2) of the UK GDPR and make such record available upon request to the Customer, and the ICO; and (ii) at any time upon request, deliver up all Personal Data Processed pursuant to this agreement. 4.2 Each party shall provide the other with such information as such other party reasonably requests from time to time to enable such other party to satisfy itself that the party providing the information is complying with its obligations under this Schedule 0.

Record Keeping; Audits. With respect to the books and accounts of Dara and its Affiliates which pertain to the first five (5) years of this Agreement following the First Commercial Sale of Product, Dara and its Affiliates shall keep books and accounts of record in connection with Net Sales of the Product in sufficient detail to permit accurate determination of all figures necessary for verification of the Milestone for which payment is to be made hereunder. Dara, its Affiliates and its Co-promotion Partners shall maintain such records for a period of at least three (3) years after the end of the Calendar Year in which they were generated; provided, however, that if any records are in dispute and Dara has received written notice from Onxeo of the records which are in dispute, Dara, its Affiliates and its Co-promotion Partners shall keep such records until the later of one (1) year as of such notice or until such dispute is resolved. No more than once every calendar year, upon reasonable notice to Dara, an independent auditor designated by Onxeo and reasonably acceptable to Dara shall have the right to examine Dara’s (or its Affiliates’ or Co-promotion Partners or subcontractors’) records to determine the correctness of the Milestone payment to be made to Onxeo under the terms of this Agreement. All costs and expenses of such auditor incurred in connection with performing any such audit shall be paid by Onxeo unless such audit discloses that a Milestone payment was not timely paid when due in accordance with Section 6.1, in which case Dara shall bear such costs and expenses; provided, however, that once a period of time has been reviewed by an independent auditor pursuant to this Section, such books and records shall not be subject to a subsequent review without a showing of good cause reasonably acceptable to Dara.

Record Keeping; Audits. Licensee and its Affiliates and Sublicensees shall keep books and accounts of record in connection with Gross Margin in sufficient detail to permit accurate determination of all figures necessary for verification of Royalty Fees to be paid hereunder. Licensee and its Affiliates and Sublicensees shall retain such records for a period of at least [****] after the end of the Calendar Quarter in which they were generated; provided, however, that if any records are in dispute and Licensee has received written notice from Aquestive of the records which are in dispute, then Licensee and its Affiliates and Sublicensees shall keep such records until such dispute is resolved. No more than [****], upon reasonable advance written notice to Licensee, Aquestive will have the right to engage a nationally recognized public accounting firm chosen by Aquestive and reasonably acceptable to Licensee (which accounting firm will not be the external auditor of Aquestive, will not have been hired or paid on a contingency

Record Keeping; Audits. ▇▇▇▇▇ and its affiliates and sublicensees shall keep books and accounts of record in connection with Net Sales of the [*] Product in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder. ▇▇▇▇▇ and its affiliates and sublicensees shall maintain such records for a period of at least five (5) years after the end of the calendar quarter in which they were generated; provided, however, that if any records are in dispute and ▇▇▇▇▇ has received written notice from MonoSol of the records which are in dispute, ▇▇▇▇▇ and its affiliates and sublicensees shall keep such records until the later of one (1) year or until such dispute is resolved. Upon reasonable notice to ▇▇▇▇▇, MonoSol shall have the right to examine ▇▇▇▇▇’▇ (or its affiliate’s or sublicensee’s) records to determine the correctness of the amount of royalties paid to MonoSol under the terms of this Agreement.