Records Retention Audits Sample Clauses

Records Retention Audits. ONCOMED and its Sublicensees shall keep for [***] from the date of each payment of royalties complete and accurate records of sales by ONCOMED and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. MORPHOSYS shall have the right for a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. period of [***] after receiving any report or statement with respect to royalties due and payable to appoint an independent certified public accountant to inspect the relevant records of ONCOMED and Sublicensees to verify such report or statement. ONCOMED and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from MORPHOSYS, solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once in any calendar year nor more than once with respect to sales of any Licensed Product in any given payment period. MORPHOSYS agrees to hold in strict confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for MORPHOSYS to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. The results of each inspection, if any, shall be binding on both Parties. MORPHOSYS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than [***] of the amount paid, ONCOMED shall pay for such inspection, including reasonable attorney fees related thereto.
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Records Retention Audits. Each Party shall keep, and require its Affiliates and Sublicensees to keep, for a period of not less than [**] years following the end of the reporting period to which they pertain, complete and accurate records of all Net Sales and, if applicable, Net Income. For the sole purpose of verifying royalties payable to a Party, such Party shall have the right at such Party’s expense to retain an independent certified public accountant selected by such Party and reasonably acceptable to the audited Party, to review such records in the location(s) where such records are maintained by such audited Party, its Affiliates or its Sublicensees, upon reasonable notice and during regular business hours, subject to Article 10. Results of such review shall be made available to both Parties. If the review reflects an underpayment of royalties to the auditing Party, such underpayment shall be promptly remitted to such auditing Party, together with interest calculated in the manner provided in Section 8.3 below. If the underpayment is equal to or greater than [**] percent ([**]%) of the royalty amount that was otherwise due, the audited Party shall pay all of the costs of such review. If the review reflects an overpayment of royalties to the auditing Party, the amount of such overpayment shall be credited against future royalties owed by the audited Party to the auditing Party. Such inspection right shall not be exercised more than once in any calendar year nor more frequently than once with respect to records covering any specific period of time, except in the event of accounting changes or restatements by the audited Party or its Affiliates directly related to a product for which royalties are owed and limited to any specific country changes or restatements. Each Party shall use commercially reasonable efforts to obtain a comparable right of audit for the other Party of each Sublicensee. To the extent that either Party does not have the right to grant the other Party the right to audit one or more of its Sublicensees’ books and records hereunder, such Party shall obtain for itself such right and provide the result of such audit for inspection by the other Party pursuant to this Section 7.6.2.
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Records Retention Audits. The Consultant shall retain all records pertinent to this Professional Services Agreement for a period of three years after the term of the Professional Services Agreement has ended. Pursuant to Minnesota Statutes, Section 16C.05, the Consultant agrees that the City or State Auditor, including duly authorized representatives of the City or State Auditor, shall have access to and the right to examine, audit, excerpt and transcribe any books, documents, papers, and records that involve relevant transactions relating to this Professional Services Agreement at any time during normal business hours and as often as they may reasonably deem necessary.
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Records Retention Audits. (a) Napo shall keep (and shall ensure that its sublicensees and partners shall keep) such records as are required to determine, in a manner consistent with GAAP and this Agreement, amounts due from it to Glenmark under Section 4.7(a). All such books, records and accounts shall be retained by Napo until the later of (i) three (3) years after the end of the period to which such books, records and accounts pertain and (ii) the expiration of the applicable Tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Laws.
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Records Retention Audits 
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Related to Records Retention Audits

  • Records Retention The Asset Representations Reviewer will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of two years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format or, to the extent held in tangible form, in that form. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning any Asset Review.

  • Records; Visits The books and records pertaining to the Fund, which are in the possession or under the control of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

  • Record Retention Audit and Confidentiality Section 7.1(A) is deleted in its entirety and replaced with the following

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • OIG INSPECTION, AUDIT, AND REVIEW RIGHTS ‌ In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may conduct interviews, examine or request copies of Xxxxxx’x books, records, and other documents and supporting materials and/or conduct on-site reviews of any of Xxxxxx’x locations for the purpose of verifying and evaluating: (a) Xxxxxx’x compliance with the terms of this IA and (b) Xxxxxx’x compliance with the requirements of the Federal health care programs. The documentation described above shall be made available by Xxxxxx to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, and/or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview Xxxxxx and any of Xxxxxx’x employees or contractors who consent to be interviewed at the individual’s place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. Xxxxxx shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. Xxxxxx’x employees and contractors may elect to be interviewed with or without a representative of Xxxxxx present.

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