Common use of Records; Audits Clause in Contracts

Records; Audits. Oncoheroes and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Allarity to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years from the end of the Calendar Year to which they pertain for examination, not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five percent (5%) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes and its Affiliates and Sublicensees MPI will maintain complete and accurate records in reasonably sufficient detail to permit Allarity SGI to confirm the accuracy of the calculation of royalty payments under this Agreement. Each Party will maintain complete and accurate records in sufficient detail to permit the achievement other Party to confirm the accuracy of sales milestone eventsall Joint Development Costs and, except as provided in Section 7.8, any other costs shared by the Parties or other payments made by one Party to the other under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years [***] from the end creation of individual records for examination [***] the Calendar Year to which they pertain for examinationParty requesting the audit (the “Auditing Party”), and not more often than once each Calendar Year[***], by an independent certified public accountant selected by the auditing Auditing Party and reasonably acceptable to the Party being audited (the “Audited Party”), for the sole purpose of verifying the accuracy of the financial reports furnished by the other Audited Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Audited Party’s Confidential Information, except to the extent, extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited that Party or the amount of payments due by one Party to the other Party MPI or SGI under this Agreement. Any amounts shown to be owed but unpaid shall be paid[***] within thirty (30) days from the accountant’s report, and any plus interest (as set forth in Section 8.9) from the original due date. Any amounts showed shown to be overpaid will be refunded, have been [***] within forty-five sixty (4560) days from the accountant’s report. The auditing Auditing Party shall bear the full cost of such audit [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. unless such audit discloses an underpayment or overcharge by of the audited Party amount actually owed during the applicable [***] of more than five percent (5%) of the amount due[***], in which case the audited Audited Party shall bear the full cost of such audit[***].

Records; Audits. Oncoheroes Takeda and its Affiliates and Sublicensees sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Allarity ITI to confirm the accuracy of the calculation of royalty payments payments, Takeda’s compliance with Section 1.64 and the achievement of sales milestone events. ITI and its Affiliates will maintain complete and accurate records in sufficient detail to permit Takeda to confirm the accuracy of the calculation of FTEs and Third Party payments for research, Development or Manufacturing reimbursed by Takeda under Section 7.1, 7.2, 7.4 or 8.2. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three [***] (3[***]) years [***] from the end of the Calendar Year calendar year to which they pertain for examination, not more often than once each Calendar Year[***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, paid within forty-five [***] (45[***]) days [***] from the accountant’s report, plus interest (as set forth in Section 8.8) from the original due date. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five percent [***] (5%[***]) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes and its Affiliates and Sublicensees will Each Party shall maintain complete and accurate records in reasonably sufficient detail to permit Allarity the other Party to confirm the accuracy of the calculation of royalty payments and to the achievement of sales milestone eventsother Party under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of three (3) years from the end creation of the Calendar Year to which they pertain individual records for examinationexamination at auditing Party’s expense, and not more often than once each Calendar Fiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paidpaid within thirty (30) days from the accountant’s report, and any plus interest (as set forth in Section 8.7 ) from the original due date. Any amounts showed determined to be overpaid will shall be refunded, refunded within forty-five thirty (4530) days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by of the audited Party amount actually owed during the applicable Fiscal Year of more than five percent (5%) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes and its Affiliates and Sublicensees will Each Party shall maintain complete and accurate records in reasonably sufficient detail to permit Allarity the other Party to confirm the accuracy of the calculation of royalty payments and to the achievement of sales milestone eventsother Party under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of three (3) years from the end creation of the Calendar Year to which they pertain individual records for examinationexamination at auditing Party’s expense, and not more often than once each Calendar Fiscal Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paidpaid within thirty (30) days from the accountant’s report, and any plus interest (as set forth in Section 8.6) from the original due date. Any amounts showed determined to be overpaid will shall be refunded, refunded within forty-five thirty (4530) days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by of the audited Party amount actually owed during the applicable Fiscal Year of more than five percent (5%) of the amount due[ * ], in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes Verrica and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Allarity Lytix to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) [***] years from the end of the Calendar Year to which they pertain for examination, not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) [***] days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five percent (5%) [***] of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes Elanco and its Affiliates and their Sublicensees and Distributors will maintain complete and accurate records in reasonably sufficient detail to permit Allarity KindredBio to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) [***] years from the end of the Calendar Year to which they pertain for examination, not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) [***] days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five [***] percent (5[***]%) of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Oncoheroes Each of Licensee and C4T shall keep, and shall require its Affiliates and Sublicensees will maintain complete (in the case of Licensee) and accurate (sub)licensees (in the case of C4T) to keep complete, fair and true books of accounts and records in reasonably sufficient detail for the purpose of determining the amounts payable to permit Allarity the other Party pursuant to confirm the accuracy of the calculation of royalty payments this Agreement. Such books and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours kept for a period of three (3) years from at least [*] Calendar Years following the end of the Calendar Year to which they pertain for examinationpertain. Each of C4T and Licensee shall have the right to cause an independent, not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party [*] to the other Party under this Agreementto audit such other Party’s records to confirm Net Sales, royalties and other payments for a period covering not more than the [*] Calendar Years. Any amounts shown Such audits may be exercised during normal business hours upon reasonable prior written notice to the Party being audited and shall not be owed but unpaid conducted more frequently than once annually, provided that [*]. Reasonable adjustments shall be paid, and any amounts showed made by the Parties to be overpaid will be refunded, within forty-five (45) days from reflect the accountant’s reportresults of such audit. The auditing Party initiating an audit shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five percent (5%) [*] of the aggregate amount dueof royalties or other payments due under this Agreement for any applicable Calendar Quarter, in which case case, the audited Party shall bear the full [*] cost of such auditaudit and shall promptly remit to the auditing Party the amount of any underpayment. Any overpayment by the audited Party revealed by an audit shall be fully creditable against future payment owed by such audited Party to the auditing Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party).