Records and Audits. (a) Erasca will keep, and will require its Sublicensees to keep, complete and accurate records of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of confidentiality, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period preceding the date of the request for review. Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to the discovery of a discrepancy to Katmai’s detriment, Erasca will, within thirty (30) days after receipt of such report from the accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater than [***]percent ([***]%) of the amount due for any calendar year in the period being examined, in which case Erasca will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s detriment, Erasca may credit the amount of the discrepancy, without interest, against future payments payable to Katmai under this Agreement, and if there are no such payments payable, then Katmai shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of Katmai’s receipt of the report.
Appears in 4 contracts
Samples: Exclusive License Agreement (Erasca, Inc.), Exclusive License Agreement (Erasca, Inc.), Exclusive License Agreement (Erasca, Inc.)
Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (a3) Erasca will keep, and will require its Sublicensees to keep, complete and accurate records years after the end of the underlying revenue, expense and other data relating to the calculations of Net Sales calendar year in which they were generated in the then current calendar year and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees order to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales enable audit of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possessionrecords as set forth below. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than Upon thirty (30) days’ days prior written noticenotice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six (36) and during regular business hours and under obligations of confidentiality, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period preceding months before the date of the request for reviewrequest. Erasca will receive The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a copy standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of each such report concurrently with receipt out-of-pocket expenses actually incurred by Katmai. Should such inspection lead Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to the discovery of a discrepancy to Katmai’s detriment, Erasca will, Wyeth within thirty (30) days after of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report from the accounting firm, pay report). If the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater be refunded exceeds more than [***]ten percent ([***]10%) of the amount due that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any calendar year in purpose other than verifying the period being examinedinformation provided by Trubion to Wyeth; provided, in which case Erasca will pay the cost charged by however, that such accounting firm for such review. Should the audit lead Confidential Information may be disclosed to Third Parties only to the discovery of a discrepancy extent necessary to Erasca’s detriment, Erasca may credit the amount of the discrepancy, without interest, against future payments payable to Katmai enforce Wyeth's rights under this Agreement, and if there are no such payments payableas may be necessary for Wyeth to exercise its rights under this Agreement, then Katmai shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of Katmai’s receipt of the reportor as otherwise expressly permitted under this Agreement.
Appears in 4 contracts
Samples: Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc)
Records and Audits. (a) Erasca Trevi will keep, and will require its Sublicensees to keep, keep complete and accurate records of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreementyear, and during the preceding six (6) calendar years[**]. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC Penwest will have the right, once annually [**] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed)Trevi, review any such records in the possession of Erasca Trevi and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ [**] prior written notice) and during regular business hours and under obligations of confidentialitystrict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties Section 4.3 and Payments) 4.5 within the seventy-two (72) month [**] period preceding the date of the request for review. Erasca No calendar year will be subject to audit under this Section more than [**] except for cause. Trevi will receive a copy of each such report concurrently with receipt by KatmaiPenwest. Should such inspection lead to the discovery of a discrepancy to KatmaiPenwest’s detriment, Erasca Trevi will, within thirty (30) days [**] after receipt of such report from the accounting firm, pay the any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum equal to the lesser of [**] percent ([**]%) per month or the highest rate set forth in Section 3.5 (Late Payments)permitted by applicable law, calculated from the date the underpayment was made until the date of payment to Penwest of the underpayment. Katmai Penwest will pay the full cost of the review unless the underpayment of amounts due to Katmai Penwest is greater than [***]] percent ([***]%) of the amount due for any calendar year in the entire period being examined, in which case Erasca Trevi will pay the cost charged by such accounting firm for of such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to Erasca’s detriment, Erasca may credit the amount royalties by Trevi revealed by an examination will be paid by Penwest within [**] of the discrepancy, without interest, against future payments payable to Katmai under this Agreement, and if there are no such payments payable, then Katmai shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of KatmaiPenwest’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.
Appears in 3 contracts
Samples: Exclusive License Agreement (Trevi Therapeutics, Inc.), Exclusive License Agreement (Trevi Therapeutics, Inc.), Exclusive License Agreement (Trevi Therapeutics, Inc.)
Records and Audits. (a) Erasca AKERO will keep, and will require its Sublicensees to keep, keep complete and accurate records of the underlying revenue, revenue and expense and other data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding six three (63) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC AMGEN will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to ErascaAKERO’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca AKERO and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of confidentialitystrict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventythirty-two six (7236) month period preceding the date of the request for review. Erasca No calendar year will be subject to audit under this Section 3.5 more than once. AKERO will receive a copy of each such report concurrently with receipt by KatmaiAMGEN. Should such inspection lead to the discovery of a discrepancy to KatmaiAMGEN’s detriment, Erasca AKERO will, within thirty forty-five (3045) days after receipt of such report from the accounting firm, pay the any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.5 3.4 (Late Payments). Katmai AMGEN will pay the full cost of the review unless the underpayment of amounts due to Katmai AMGEN is greater than [***]percent ([***]%) of ] for the amount due for any calendar year in the entire period being examined, in which case Erasca AKERO will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to ErascaAKERO’s detriment, Erasca AKERO may credit the amount of the discrepancy, without interest, against future payments payable to Katmai AMGEN under this Agreement, and if there are no such payments payable, then Katmai AMGEN shall pay to Erasca AKERO the amount of the discrepancy, without CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. interest, within forty-five (45) [***] days of KatmaiAMGEN’s receipt of the report.
Appears in 3 contracts
Samples: Quality Agreement (Akero Therapeutics, Inc.), Quality Agreement (Akero Therapeutics, Inc.), Quality Agreement (Akero Therapeutics, Inc.)
Records and Audits. EVL and its Affiliates shall keep and maintain or cause to be maintained books and records pertaining to the calculation of Cost of Goods Sold, Net Sales and Net Profits during the Term and for two (a2) Erasca will keepyears thereafter. Such books and records shall be maintained in accordance with GAAP and with all records and details necessary to enable Catalyst to verify the foregoing. All factors included in the determination of the Cost of Goods Sold, Net Sales and Net Profits shall be specific to the Product, reasonably documented, and will require its Sublicensees to keep, complete and accurate records of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding six (6) calendar yearsavailable for independent audit purposes. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will Catalyst shall have the rightright once per calendar year, once annually at its own expense, during the Term and for two (2) years thereafter, to have a nationally recognizedan independent public accountant, independentreasonably acceptable to EVL, certified public accounting firmaudit the relevant financial books and records of account of EVL for up to the preceding three (3) years during normal business hours, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable advance notice, to determine or verify the applicable Cost of Goods Sold, Net Sales and Net Profits. If errors are found, any undisputed deficiency shall be paid within sixty (60) days following delivery of written notice documentation reasonably substantiating such deficiency. If errors are discovered as a result of such audit in Catalyst’s favor exceeding ten percent (10%) of Net Profits for the period audited (which shall be no less than thirty one (301) days’ prior written notice) and during regular business hours and under obligations of confidentialityyear), EVL shall reimburse Catalyst for the sole purpose reasonable expense of verifying such audit. In the basis event that there is any overpayment by EVL revealed (a) by an examination and accuracy review conducted on behalf of payments made under Article 3 Catalyst, or (Feesb) by an examination and review of a Net Profit Report by EVL’s accountants within one (1) year of delivery of such Net Profit Report, Royalties then EVL shall be permitted to carry over such overpayment and Payments) apply it against its payment obligations pursuant to Section 6.1.1 for future Calendar Quarters; provided, however, that if such overpayment is not fully recovered within the seventy-following two (72) month period preceding Calendar Quarters or EVL does not have continuing payment obligations pursuant to Section 6.1.1, then EVL may invoice Catalyst for the date of the request for review. Erasca will receive a copy of each unrecovered overpayment and Catalyst shall pay such report concurrently with receipt by Katmai. Should such inspection lead unrecovered overpayment to the discovery of a discrepancy to Katmai’s detriment, Erasca will, EVL within thirty (30) days after receipt of such report from the accounting firminvoice, pay the amount by wire transfer of the discrepancy together with interest at the rate set forth immediately available funds to a bank account designated in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater than [***]percent ([***]%) of the amount due for any calendar year in the period being examined, in which case Erasca will pay the cost charged writing by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s detriment, Erasca may credit the amount of the discrepancy, without interest, against future payments payable to Katmai under this Agreement, and if there are no such payments payable, then Katmai shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of Katmai’s receipt of the reportEVL.
Appears in 2 contracts
Samples: Development, License and Commercialization Agreement, Development, License and Commercialization Agreement (Catalyst Pharmaceuticals, Inc.)
Records and Audits. (a) Erasca AstraZeneca will keep, and will require its Sublicensees cause each of the other Selling Parties, as applicable, to keep, complete and accurate Moderna will keep, adequate books and records of accounting for the underlying revenuepurpose of calculating all Exercise Price payable by Moderna to AstraZeneca under this Schedule A and ensuring Moderna’s compliance under this Schedule A. Such books and records will be maintained by AstraZeneca for at least [***] from the date of creation. During the Option Agreement Term, expense such books and records of accounting (including those of the other data Selling Parties, as applicable) will be kept at each of their principal places of business. At the request of Moderna, AstraZeneca will, and AstraZeneca will cause each of the other Selling Parties to, permit an independent certified public accounting firm of nationally recognized standing selected by Moderna and reasonably acceptable to AstraZeneca, during normal business hours and upon reasonable notice, to examine the books and records maintained pursuant to this Paragraph 2.4(c) (Schedule A). Such examinations may not (i) be conducted for any calendar year after the end of the Option Agreement Term (except that the books and records relating to the calculations last year of Net Sales generated in the then current calendar year and payments required under this Agreement, and during Option Agreement Term may be examined for [***] after the preceding six (6) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate end of the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayedOption Agreement Term), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”ii) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of confidentiality, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period preceding the date of the request for review. Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to the discovery of a discrepancy to Katmai’s detriment, Erasca will, within thirty (30) days after receipt of such report from the accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater conducted more than [***]percent ] in any [***] period and going back no more than [***] after receipt of the respective invoice and report or (iii) be repeated for any calendar year. Moderna will provide AstraZeneca with a copy of the accounting firm’s written report within [***] of completion of such report. Except as provided below, the cost of this examination will be borne by Moderna, unless the audit reveals a variance of more than [***] from the reported amounts for a calendar year, in which case AstraZeneca will bear the reasonable out-of-pocket cost of the audit, [***] 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 A&R OPTION AGREEMENT provided such variance exceeds [***]%) of the amount due for any calendar year in the period being examined. Unless disputed as described below, in which case Erasca if such audit concludes that additional payments were owed or that excess payments were made during such period, AstraZeneca will pay the cost charged by additional amounts or Moderna will reimburse such accounting firm for excess payments, with interest from the date originally due as provided in Paragraph 2.4(f) (Schedule A), within [***] days after the date on which a written report of such review. Should the audit lead is delivered to the discovery Parties. In the event of a discrepancy to Erasca’s detrimentdispute regarding such books and records, Erasca may credit including the amount owed to Moderna under this Paragraph 2.4(c) (Schedule A), Moderna and AstraZeneca will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, such dispute will be resolved in accordance with the dispute resolution procedures set forth in Section 11.1 of the discrepancy, without interest, against future payments payable A&R Services and Collaboration Agreement. The receiving Party will treat all information subject to Katmai review under this Paragraph 2.4(c) (Schedule A) in accordance with the confidentiality provisions of Section 11 of the Option Agreement, and if there AstraZeneca will cause any accounting firm, auditor or arbitrator to enter into a reasonably acceptable confidentiality agreement with AstraZeneca obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. Moderna may provide Third Parties to which Moderna owes payments on Products information in such audit report that are no relevant and required to comply with such payments payableThird Party’s audit rights under the applicable license agreement between Moderna and such Third Party, then Katmai shall pay provided that such Third Party is obligated to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of Katmai’s receipt of the reportkeep such information confidential.
Appears in 2 contracts
Samples: Option Agreement (Moderna, Inc.), Option Agreement (Moderna, Inc.)
Records and Audits. (a) Erasca Each party will keep, and will require its Sublicensees to keep, keep complete and accurate records of the underlying revenue, revenue and expense and other data relating to the calculations of (a) WuXi Net Sales (in the case of WuXi), or (b) Net Sales (in the case of Vir, solely where Vir is required to pay a royalty to WuXi under the terms of the Cell Line License Agreement) generated in the then current calendar year and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession[***]. Each of Katmai and the UC party will have the right, once annually annually, and solely during any period when royalties are payable by the other party under this Agreement (in the case of WuXi) or the Cell Line License Agreement (in the case of Vir) at its own expense, to have a nationally an internationally recognized, independent, certified public accounting firm, selected by it and subject to Erascathe other party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in of the possession of Erasca other party and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party other party upon reasonable written notice (which shall be no less than thirty (30) days’ [***] prior written notice) and during regular business hours and under obligations of confidentialitystrict confidence, for the sole purpose of verifying the basis and accuracy of payments made (i) by WuXi under Article 3 Sections 7.1 and 7.3, or (Feesii) by Vir, Royalties under the Cell Line License Agreement, and Payments) within the seventy-two (72) month period [***] preceding the date of the request for review. Erasca No calendar year will receive a copy of each such report concurrently with receipt by Katmaibe subject to audit under this Section 7.8 more than once. Should such inspection lead to the discovery of a discrepancy to Katmaione party’s detriment, Erasca the other party will, within thirty (30) days [***] after receipt of such report from the accounting firm, pay the any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments)7.7. Katmai The auditing party will pay the full cost of the review unless the underpayment of amounts due to Katmai the auditing party is greater than [***]percent ([***]%) ] of the amount due for any calendar year in the entire period being examined, in which case Erasca the other party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s the other party ‘s detriment, Erasca such other party may credit the amount of the discrepancy, without interest, against future payments payable to Katmai the auditing party under this Agreement or the Cell Line License Agreement, as applicable, and if there are no such payments payable, then Katmai the auditing party shall pay to Erasca the other party the amount of the discrepancy, without interest, within forty-five (45) days [***] of Katmaithe auditing party’s receipt of the report.
Appears in 1 contract
Samples: Development and Manufacturing Collaboration Agreement (Vir Biotechnology, Inc.)
Records and Audits. (a) Erasca AstraZeneca will keep, and will require its Sublicensees cause each of the other Selling Parties, as applicable, to keep, complete and accurate Moderna will keep, adequate books and records of accounting for the underlying revenuepurpose of calculating all Exercise Price payable by Moderna to AstraZeneca under this S chedule A and ensuring Moderna’s compliance under this Schedule A. Such books and records will be maintained by AstraZeneca for at least [***] from the date of creation. During the Option Agreement Term, expense such books and records of accounting (including those of the other data Selling Parties, as applicable) will be kept at each of their principal places of business. At the request of Moderna, AstraZeneca will, and AstraZeneca will cause each of the other Selling Parties to, permit an independent certified public accounting firm of nationally recognized standing selected by Moderna and reasonably acceptable to AstraZeneca, during normal business hours and upon reasonable notice, to examine the books and records maintained pursuant to this Paragraph 2.4(c) (Schedule A). Such examinations may not (i) be conducted for any calendar year after the end of the Option Agreement Term (except that the books and records relating to the calculations last year of Net Sales generated in the then current calendar year and payments required under this Agreement, and during Option Agreement Term may be examined for [***] after the preceding six (6) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate end of the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayedOption Agreement Term), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”ii) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of confidentiality, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period preceding the date of the request for review. Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to the discovery of a discrepancy to Katmai’s detriment, Erasca will, within thirty (30) days after receipt of such report from the accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater conducted more than [***]percent ] in any [***] period and going back no more than [***] after receipt of the respective invoice and report or (iii) be repeated for any calendar year. Moderna will provide AstraZeneca with a copy of the accounting firm’s written report within [***] of completion of such report. Except as provided below, the cost of this examination will be borne by Moderna, unless the audit reveals a variance of more than [***] from the reported amounts for a calendar year, in which case AstraZeneca will bear the reasonable out-of-pocket cost of the audit, provided such variance exceeds [***]%) of the amount due for any calendar year in the period being examined. Unless disputed as described below, in which case Erasca if such audit concludes that additional payments were owed or that excess payments were made during such period, AstraZeneca will pay the cost charged by additional amounts or Moderna will reimburse such accounting firm for excess payments, with interest from the date originally due as provided in Paragraph 2.4(f) (Schedule A), within [***] days after the date on which a written report of such review. Should the audit lead is delivered to the discovery Parties. In the event of a discrepancy to Erasca’s detrimentdispute regarding such books and records, Erasca may credit including the amount owed to Moderna under this Paragraph 2.4(c) (Schedule A), Moderna and AstraZeneca will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, such dispute will be resolved in accordance with the dispute resolution procedures set forth in Section 11.1 of the discrepancy, without interest, against future payments payable A&R Services and Collaboration Agreement. The receiving Party will treat all information subject to Katmai review under this Paragraph 2.4(c) (Schedule A) in accordance with the confidentiality provisions of Section 11 of the Option Agreement, and if there AstraZeneca will cause any accounting firm, auditor or arbitrator to enter into a reasonably acceptable confidentiality agreement with AstraZeneca obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. Moderna may provide Third Parties to which Moderna owes payments on Products information in such audit report that are no relevant and required to comply with such payments payableThird Party’s audit rights under the applicable license agreement between Moderna and such Third Party, then Katmai shall pay provided that such Third Party is obligated to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of Katmai’s receipt of the reportkeep such information confidential.
Appears in 1 contract
Samples: Option Agreement
Records and Audits. (a) Erasca Everest will keep, and will require its Sublicensees to keep, keep complete and accurate records of the underlying revenue, revenue and expense and other data relating to the calculations of Net Sales generated in the then current calendar year Calendar Year and payments required under this Agreement, and during the preceding six (6) calendar years[***] Calendar Years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC Xxxxx will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to ErascaEverest’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca Everest and its Affiliates and Sublicensees (the “Everest Audited Party”) in the location(s) where such records are maintained by the Everest Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ [***] prior written notice) and during regular business hours and under obligations of confidentialitystrict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 Section 3.3 (Fees, Royalties and PaymentsRoyalties) within the seventy-two (72) month [***] period preceding the date of the request for review. Erasca No records will be subject to audit under this Section 3.7 (Records and Audits) more than once. Xxxxxxx will receive a copy of each such report concurrently with receipt by KatmaiXxxxx. Should such inspection lead to the discovery of a discrepancy to Katmai’s Xxxxx’x detriment, Erasca Everest will, within thirty (30) days [***] after receipt of such report from the accounting firm, pay the any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.5 3.6 (Late Payments). Katmai Xxxxx will pay the full cost of the review unless the underpayment of amounts due to Katmai Xxxxx is greater than [***]percent ([***]%) ] of the amount due for any calendar year in the entire period being examined, in which case Erasca Everest will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to ErascaEverest’s detriment, Erasca then notwithstanding any other provision of this Agreement, Everest may credit the amount of the discrepancy, without interest, against future payments payable to Katmai Xxxxx under this Agreement, and if there are no such payments payable, then Katmai Xxxxx shall pay to Erasca Everest the amount of the discrepancy, without interest, within forty-five (45) days [***] of Katmai’s Xxxxx’x receipt of the report.
Appears in 1 contract
Samples: Collaboration and License Agreement (Kezar Life Sciences, Inc.)
Records and Audits. (a) Erasca Puma will keep, and will require its Sublicensees to keep, keep complete and accurate records of the underlying revenue, revenue and expense and other data relating to the its calculations of Net Sales generated in the then current calendar year and payments required under this AgreementAgreement for the longer of (i) the time period required by applicable Law, and during or (ii) [***] following the preceding six (6) calendar yearsCalendar Year to which such records pertain. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC Takeda will have the right, once annually [***] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it Takeda and subject reasonably acceptable to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed)Puma, review any such records in the possession of Erasca and Puma or its Affiliates and or subject to the last sentence of this Section 3.11, Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ [***] prior written notice) and during regular business hours and under obligations of confidentialitystrict confidence, for the sole purpose of verifying the basis and accuracy of payments made under this Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period [***] preceding the date of the request for review. Erasca Puma will receive a copy of the portions of each such report concurrently with receipt by Katmainecessary to verify the accuracy of any purported discrepancy. Should such inspection lead to the discovery of a discrepancy to KatmaiTakeda’s detriment, Erasca Puma will, within thirty (30) days [***] after receipt of such report from the accounting firm, pay the any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments)3.10. Katmai Takeda will pay the full cost of the review [***] unless the underpayment of amounts due to Katmai Takeda is greater than [***]percent ([***]%) ] of the amount due for any calendar year in the entire period being examined, in which case Erasca Puma will pay the cost charged by such accounting firm for such review[***]. Should the audit lead to the discovery of a discrepancy to ErascaPuma’s detriment, Erasca Puma may credit the amount of the discrepancy, without interest[***], against future payments payable to Katmai Takeda under this Agreement, and if there are no such payments payable, then Katmai Takeda shall pay to Erasca Puma the amount of the discrepancy, without interest[***], within forty-five (45) days [***] of KatmaiTakeda’s receipt of the report. Puma shall use commercially reasonable efforts to obtain consent from Sublicensees to allow Takeda to audit records of Sublicensees as required by this Section 3.11, provided that [***], as required in this Section 3.11.
Appears in 1 contract
Samples: Exclusive License Agreement (Puma Biotechnology, Inc.)