Provision Language
4. Research Collaboration
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4.2 Records; Reports
4.2.1 Progress Reports. At least quarterly during the Research Term, any Party actively conducting work under the Research Program shall have the obligation to prepare and provide to the JSC a detailed written report summarizing the progress of the work performed by that Party in the course of the Research Program during the preceding Calendar Quarter, if any. Promptly upon expiry of the Research Term, each Party shall provide a final written report summarizing its activities under the Research Program and the results thereof. Each Party shall promptly provide Foundation with a copy of each report prepared by such Party pursuant to this Section 4.2.1. Upon the written request of Roche and not more than [**], PTC shall permit Roche, at Roche’s expense, to have access during PTC’s Business Days to those records of PTC that may be necessary to verify the basis for any payments hereunder.
4.2.2 Research Records. Each Party shall maintain records of the Research Program (or cause such records to be maintained), which shall be completely and accurately recorded in separate laboratory notebooks, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes.
12. Accounting and reporting
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12.5 Reporting. With each payment Roche shall provide PTC in writing for the relevant Calendar Quarter on a Product-by-Product basis the following information:
a) Sales in Swiss Francs on a country-by-country basis;
b) Deductions from Sales to calculate Net Sales;
c) Net Sales in Swiss Francs on a country-by-country basis;
d) Adjustments made pursuant to Sections 11.5.2 – 11.5.4 in Swiss Francs;
e) Net Sales after adjustments made pursuant to Sections 11.5.2 – 11.5.4, in Swiss Francs;
f) Total Net Sales in the Territory in Swiss Francs;
g) Total Net Sales in the Territory in US$;
h) Total royalty payable to PTC in US$; and
i) Exchange rates used for the conversions of Nets Sales from Swiss Francs to US$ made under Section 12.4 above.
14. Auditing
14.1 PTC Right to Audit. Roche shall keep, and shall require its and its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all royalties payable under this Agreement. Such books of accounts shall be kept at their principal place of business. At the expense of PTC, PTC has the right to engage an independent, certified public accountant reasonably acceptable to both Parties to perform, on behalf of PTC an audit of such books and records of members of the Roche Group that are deemed necessary by such independent public accountant to report on Net Sales of Product for the period or periods requested by PTC and the correctness of any report or payments made under this Agreement.
Upon timely request and at least [**] working days’ prior written notice from PTC, such audit shall be conducted in the countries specifically requested by PTC, during regular business hours in such a manner as to not unnecessarily interfere with Roche’s normal business activities, and shall be limited to results in the [**] Calendar Years prior to audit notification.
Such audit shall not be performed more frequently than [**] nor more frequently than [**] with respect to records covering any specific period of time.
All information, data and documents herein referred to shall be used only for the purpose of verifying royalty statements and all other amounts due hereunder, shall be treated as Roche Confidential Information subject to the obligations of this Agreement and need neither be retained more than the longer of [**] after completion of an audit hereunder, if an audit has been requested; nor more than [**] years from the end of the Calendar Year to which each shall pertain.
The auditors shall not interpret the Agreement. Draft audit reports shall be provided to both PTC and Roche by the auditor for review and comment by PTC and Roche and the final audit report shall be shared by PTC and Roche.
14.2 Over- or Underpayment. If an audit reveals an underpayment by Roche, then Roche shall pay PTC for the amount of the underpayment within [**] days after receipt of the final audit report, with interest thereon as set forth in Section 12.2. If an audit reveals an overpayment by Roche, Roche shall have the right to credit the amount of such overpayment against the next royalty payment payable to PTC hereunder. PTC shall pay for the audit costs, except that if an audit reveals an underpayment in excess of [**] percent ([**]%) of the aggregate amount of royalty payments owed with regard to the royalty statements subject to the audit, then Roche shall reimburse PTC for such audit costs concurrently with its payment of the amount of the underpayment.
14.3 Duration of Audit Rights. The failure of PTC to request verification of any royalty calculation within the period during which corresponding records must be maintained under this Article 14 will be deemed to be acceptance of the royalty payments and reports.