Conduct of Audits. Upon [***] prior written notification by Xxxxxxxx but no more frequent than once per Calendar Year (except in the event that Xxxxxxxx has reasonable cause), and based on an audit scope agreed upon by the Parties, Xxxxxxxx or its representatives may conduct an audit of Zai, its Affiliates, or any Sublicensees, subcontractors, and all Clinical Trial sites engaged by Zai or its Affiliates or Sublicensees, subcontractors to perform Zai’s obligations under any Development Plan, in each case, to ensure that the applicable Clinical Trials are conducted in compliance with the Development Plan, GCP, and Applicable Laws; provided that in the event any such audit of Zai’s subcontractors or Clinical Trial sites engaged by Zai or its Affiliates or Sublicensees, subcontractor requires Zai’s assistance, Zai shall provide Xxxxxxxx or its representatives with such assistance at Zai’s cost, to the extent reasonable, including providing personnel of Zai to be present for such audit and producing any documents or authorizations allowing Xxxxxxxx or its representatives to conduct such audit, to the extent reasonable. No later than [***] days after the completion of such audit, Xxxxxxxx shall provide Zai with a written summary of Xxxxxxxx’x findings of any deficiencies or other areas of remediation that Xxxxxxxx identifies during any such audit. Zai shall use Commercially Reasonable Efforts to respond or remediate any such deficiencies within thirty (30) days following Xxxxxxxx’x receipt of such report. Without limiting the foregoing, Zai shall have the right to be present at any such audit conducted by Xxxxxxxx pursuant to this Section 5.7 of any Sublicensees, subcontractors, subcontractors or Clinical Trial Sites.
Conduct of Audits. It is a condition to the conduct of any audit permitted by Section 8.13 (Records and Audits) that the accountant sign and deliver to the audited Party a confidentiality agreement as reasonably requested by the audited Party. The Party engaging such accountant will require such accountant to share the findings of any such audit with both Parties. The audit report will only contain the information relevant to support the statement as to whether FTE Costs, royalties or payments due (as applicable) were calculated and paid accurately and will not include any Confidential Information disclosed to the auditor during the course of the audit. The auditing Party will pay for any such audit under Section 8.13 (Records and Audits), unless: (a) in the case of an audit under Section 8.13.1 (Audit of Morphic), such audit determines that Xxxxxxx overpaid Morphic by more than [***] of the amount owed, in which case Morphic will reimburse Xxxxxxx for the reasonable and documented fees and expenses of the auditor paid by Xxxxxxx for such audit; and (b) in the case of an audit under Section 8.13.2 (Audit of Xxxxxxx), such audit determines that Xxxxxxx underpaid Morphic by more than [***] of the amount owed, in which case Xxxxxxx will reimburse Morphic for the reasonable and documented fees and expenses of the auditor paid by Morphic for such audit. Each Party may inspect all such records no more frequently than once every [***], during normal business hours with at least [***] prior written notice. An CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. audit of the records relating to a particular Calendar Year may be conducted once and not more than once.
Conduct of Audits. 18.11.1 Subject to Clause 18.11.2 below, any audit shall be carried out with reasonable prior notice and in a reasonable way so as to cause as little disruption as is reasonably possible to the Supplier’s business.
Conduct of Audits. (a) Except for those circumstances in which notice is not practicable (for example, caused by a regulatory request with shorter notice or investigation of suspected theft or breach of Contract), the Department must give the Health Services Manager not less than ten (10) Business Days' notice of an audit and a list of the documents which the auditor will reasonably require.
Conduct of Audits. Continental will cooperate with Xxxxxx’s reasonable requests for information to support Xxxxxx’s review of Continental’s compliance with the obligations of this Agreement, including [***]. Continental shall have the right, no more than once per year and upon reasonable notice, to have an independent third party auditor reasonably acceptable to Aurora and bound by industry standard confidentiality obligations reasonably acceptable to Aurora, review Xxxxxx’s business record to ensure that Aurora’s payment obligations under this Agreement, including the Per Mile Payments of Section 5, have been properly calculated. Xxxxxx will cooperate with Continental’s reasonable requests for information to support Continental review of Aurora’s compliance with the obligations of this Agreement.
Conduct of Audits. 18.1.1. All recommendations from audits conducted pursuant to this Restated Agreement shall be evaluated and reviewed by the E&OC, and those recommendations with which the E&OC Representatives unanimously agree shall be implemented by Western or Reclamation, as applicable. If a recommendation will not be fully implemented, Reclamation and Western agree to provide a written explanation to the E&OC for discussion, and such explanation shall specify the reasons for non-implementation. Any E&OC Representative may request a meeting, under the formal decision- making process pursuant to section 9 herein, to discuss any audit recommendation which Reclamation or Western does not plan to implement.
Conduct of Audits. Upon at least [***] days’ prior notice by Kiniksa and no more frequently than [***] in each Calendar Year, at Kiniksa’s cost and expense, Kiniksa or its representatives may conduct an audit of Partner, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by Partner or its Affiliates or Sublicensees to perform Partner’s obligations under the Global Development Plan or Territory Development Plan, in each case, to determine whether the applicable Global Clinical Trials and Territory-Specific Clinical Trials are being conducted in compliance with the terms of the Third Party IP Agreements, this Agreement, the Global Development Plan (if Partner is serving as the Territory Sponsor) or Territory Development Plan, cGLP, cGMP, cGCP, and Applicable Law and meet Kiniksa’s Global Clinical Trial standards provided by Kiniksa from time to time during the Term (which standards will be made known to Partner or included in the Global Development Plan or Territory Development Plan as applicable). Notwithstanding any provision to the contrary set forth in this Agreement, there will be no limit on the number of “for cause” audits that Kiniksa may conduct of Partner, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by Partner or its Affiliates or Sublicensees to perform Partner’s obligations under the Global Development Plan or Territory Development Plan, and Kiniksa will use reasonable efforts to notify Partner in writing of any “for cause” audit at least [***] Business Days in advance thereof. After preparing or receiving an audit report, Kiniksa will provide Partner with a written summary of Kiniksa’s findings of any material deficiencies from such standards or other areas of remediation that Kiniksa identifies during any such audit. Partner will remediate any such undisputed deficiencies no later than [***] days after Partner’s receipt of such report, at Partner’s cost and expense or, if such remediation is anticipated to take longer than [***] days, then Partner will promptly implement a plan to complete such remediation as soon as practicable. If any material undisputed deficiencies or areas of remediation are identified in the course of such audit, then Partner will reimburse Kiniksa for Kiniksa’s costs and expenses relating to the conduct of such audit within [***] days after receiving Kiniksa’s invoice therefor. If Partner disputes any of Kiniksa’s findings of deficiencies, then either Part...
Conduct of Audits. Any third party auditor designated by AMO shall (i) not be engaged primarily in the business of providing information technology infrastructure support services, including deskside support, help desk, IMAC, hardware or software deployment, outsourcing or related consulting services (other than an accounting or auditing firm that has a separate business unit performing such services, provided that no employees or agents of that business unit are involved in such audit), (ii) must execute a reasonable nondisclosure agreement with IBM that protects the Confidential Information of IBM and contains provisions at least as stringent as those set forth in Article 21, and (iii) will not be engaged on a contingency fee basis. Any audit conducted under this Agreement shall be conducted during normal business hours upon at least thirty (30) days advance written notice, or upon lesser notice if IBM and AMO agree in the Policy and Procedures Guide that certain audits, such as security audits, may be conducted on shorter notice; provided that IBM shall not be required to make such records available for inspection more than once per year unless otherwise provided for under this Agreement or AMO requests in good faith more frequent inspections, based on having reasonable grounds to suspect IBM may be in material breach of IBM’s obligations under the Agreement, or unless required to meet AMO’s regulatory requirements. In no event shall AMO or its auditors or regulators be entitled to, or have any access to, proprietary information of IBM, the books of IBM, or records pertaining to IBM’s other customers or any affiliate of IBM that is not performing a portion of the Covered Services. Subject to the provisions of Section 20.04(2), any audit conducted pursuant to this Agreement shall be at the sole expense of AMO, shall apply only to the previous twelve (12) months, and shall be subject to all of IBM’s policies and reasonable instructions relating to safety, security and standards of appearance and conduct while on IBM’s premises and shall be conducted expeditiously and in a manner designed to minimize, to the extent reasonably practicable, any interference with or disruption of the normal business operations of IBM, and in no event shall any audit be conducted in a manner that interferes with IBM’s other customers. If any audit activities interfere with IBM’s performance of the Covered Services, or impairs IBM’s performance of the Covered Services in accordance with the Servi...
Conduct of Audits. Upon reasonable notification by Blueprint [***] and based on an audit scope agreed upon by the Parties, Blueprint or its representatives may conduct an audit of CStone, its Affiliates, or any Sublicensees, Subcontractors, and all Clinical Trial sites engaged by CStone or its Affiliates or Sublicensees to perform CStone’s obligations under any Global Development Plan or Territory-Specific Development Plan, in each case, to ensure that the applicable Global Clinical Trials and Territory-Specific Clinical Trials are conducted in compliance with the applicable Global Development Plan or Territory-Specific Development Plan, GCP, and Applicable Law and meet Blueprint’s global Clinical Trial standards provided by Blueprint from time to time during the Term. [***], Blueprint will provide CStone with a written summary of Blueprint’s findings of any deficiencies or other areas of remediation that Blueprint identifies during any such audit. CStone will use Commercially Reasonable Efforts to remediate any such deficiencies within [***] following CStone’s receipt of such report[***]. Without limiting the foregoing, CStone will have the right to be present at any such audit conducted by Blueprint pursuant to this Section 5.11.1 (Conduct of Audits) of any Sublicensees, Subcontractors, or Clinical Trial sites.
