Target Auditor definition
Examples of Target Auditor in a sentence
If the Target Auditor concludes that the rejected Proposed Target was an Excluded Target [**] at the time of Arvinas’s receipt of the applicable notice from Genentech under Section 2.10.2(b), then the audit is concluded and no further consequences result.
The Target Auditor shall, during such visit, discuss its findings with Arvinas prior to finalizing any conclusion in order to afford Arvinas the opportunity to present its rationale for issuance of the rejection.
Any audit under this Section 2.10.2(h) shall be at Genentech’s sole expense; provided, however, Arvinas shall promptly reimburse Genentech for the reasonable fees of an audit in which the Target Auditor properly concluded that the rejected Proposed Target was not an Excluded Target [**] at the time of Arvinas’s receipt of the nominating notice and thus should have been designated an Exclusive Target.
Upon concluding its audit, the Target Auditor shall promptly deliver its conclusion in writing to each Party and shall deliver a summary of the reasons for its findings to Arvinas.
The Parties agree that all information subject to review hereunder and/or provided by the Target Auditor to Genentech is Arvinas’s Confidential Information, and neither Genentech nor the Target Auditor shall use any such information for any purpose that is not germane to this Section 2.10.2(h).
However, if the Target Auditor concludes that the rejected Proposed Target was not an Excluded Target [**] at the time of Arvinas’s receipt of the applicable notice from Genentech under Section 2.10.2(b) and thus should have been designated an Exclusive Target, such Proposed Target shall, as of the Parties’ receipt of the Target Auditor’s conclusion, be automatically designated as an Exclusive Target retroactively to the date Arvinas received the nominating notice.
Further, the Shareholders agree to provide to (a) the independent public accounting firm (the “Auditor”) auditing or reviewing PSI’s financial statements, as and when requested by PSI or the Auditor, letters of representation and any other certifications reasonably requested by PSI and/or the Auditor and (b) the Target Auditor, as and when requested by PSI or the Target Auditor, letters of representation and any other certifications reasonably requested by PSI and/or the Target Auditor.