Common use of Records; Audit Rights Clause in Contracts

Records; Audit Rights. Client will keep complete and accurate books and records relating to its calculation of Net Sales (including all relevant deductions) and its achievement of the milestone events referred to in Section 3.1(A) for at least 3 years after the expiration of the year to which they relate. Upon the written request and not more than once per calendar year, Catalent shall be entitled to audit, or to have an independent accountant reasonably acceptable to Client audit, such books and records. Client shall provide the auditors with access during normal business hours to appropriate space at Client’s relevant location and to such of the pertinent books and records of Client as may be reasonably necessary to verify the matters in question; provided, that such auditors shall be subject to the obligations of confidentiality at least as strict as those set forth in this Agreement. Prior to disclosing the results of any such audit to Catalent, the auditors shall present Client with a preliminary report of findings and provide Client with an opportunity to respond to any questions raised or issues identified. If an audit discloses an underpayment by Client of any amounts paid pursuant to any provision of this Agreement, such amounts shall be paid to Catalent within 30 days after the date Client receives the auditors’ final written report. Any fees and expenses of the audit shall be paid by Catalent unless the audit discloses an understatement by Client of (i) any amounts payable pursuant to Sections 3.1(A) or 3.1(B) of this Agreement and/or (ii) more than 2% of any other amounts payable pursuant to any other section of this Agreement during such audit period, which in either case Client shall bear the responsibility for any such reasonable fees and expenses.

Records; Audit Rights. Client will keep complete and accurate books and records relating to its calculation of Net Sales (including all relevant deductions) and its is achievement of the milestone events referred to in Section 3.1(A) for at least 3 years after the expiration of the year to which they relate. Upon the written request and not more than once per calendar yeartwelve month period, Catalent shall be entitled to audit, or to have an independent accountant reasonably acceptable to Client audit, such books and recordsrecords solely related to calculations of Net Sales for the previous twelve month period. Upon reasonable advance notice, Client shall provide the auditors with access during normal business hours to appropriate space at Client’s relevant location and to such of the pertinent books and records of Client as may be reasonably necessary to verify the matters in question; provided, that . Auditors shall be required to sign Client’s standard confidential disclosure agreement prior to being allowed access to such books and records. Catalent shall indemnify and hold Client harmless for any action or activity of such auditors shall be subject to the obligations of confidentiality at least as strict as those set forth in this Agreementwhile on Client’s premises. Prior to disclosing the results of any such audit to Catalent, the auditors shall present Client with a preliminary report of findings and provide Client with an opportunity to respond to any questions raised or issues identified. If an audit discloses an underpayment or overpayment by Client of any amounts paid pursuant to any provision of this Agreement, such amounts shall be paid to Catalent Catalent, or in the case of an overpayment credited to Client, within 30 days after the date Client receives the auditors’ final written report. Any fees and expenses of the audit shall be paid by Catalent unless the audit discloses an understatement by Client of (i) any more than 3% of the aggregate amounts payable pursuant to Sections 3.1(A) or 3.1(B) of this Agreement and/or (ii) more than 2% of any other amounts payable pursuant to any other section of this Agreement during such audit periodAgreement, in which in either case Client shall bear the responsibility for any such reasonable fees and expenses.