Common use of Access; Books and Records Clause in Contracts

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec of notice of any action, claim, investigation, proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License Agreement, Assignor and/or Ortec shall inform Assignee of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication and, if in writing shall furnish Assignee with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee and any of Assignee's Consultants shall have the right, from time to time, to visit Ortec's and/or Assignor's offices and properties where Ortec and/or Assignor keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignee to Ortec and/or Assignor, Ortec and/or Assignor will provide Assignee and any of Assignee's Consultants reasonable access to such books and records, and shall permit Assignee and any Assignee's Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor or any of their Affiliates relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee). Assignee's visits to Ortec's or Assignor's offices pursuant to this subsection (c) shall occur not more than once for each company per fiscal quarter; provided, however, that Assignee may so visit more frequently to the extent that there has occurred an event a reasonably foreseeable consequence of which is a Material Adverse Effect and Assignee's visit or visits to Ortec's or Assignor's offices in connection therewith are for purposes related to such event. (d) In the event any audit of the books and records of Ortec or Assignor relating to the Revenue Interests, Assigned Interests, and the other Collateral by Assignee and/or any of Assignee's Consultants reveals that the amounts paid to Assignee hereunder for the period of such audit have been understated by more than the greater of $20,000 or 5% of the amounts determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Ortec or Assignor; and in all other cases, such Audit Costs shall be borne by Assignee. (e) Ortec and/or Assignor shall furnish, or caused to be furnished, to Assignee, copies of all Distribution Agreements, License Agreements and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days of the execution of each such agreement.

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec of notice the Seller of any action, claim, investigation, proceeding (commenced or threatened), material notice, certificate, offer, proposal, correspondence or other written communication relating to the transactions contemplated by this Agreement, the Royalty Interests or any other Transaction Documentof the Royalty Agreements, the Revenue Interests, any Distribution Agreement or any License Agreement, Assignor and/or Ortec Seller shall inform Assignee the Purchaser of the receipt of such notice and the substance of such action, claim, investigation, proceeding, notice, certificate, offer, proposal, correspondence or other written communication and, if in writing shall furnish Assignee the Purchaser with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, notice, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec The Seller shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and recordsrecords in accordance with GAAP. Ortec and Assignor The Seller shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records in accordance with GAAP adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and under the Royalty Agreements, Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee The Purchaser and any of Assignee's the Purchaser’s Consultants shall have the right, from time to time, to visit Ortec's and/or Assignor's the Seller’s offices and properties where Ortec and/or Assignor the Seller keeps and maintains its books and records relating or pertaining to the Revenue Assigned Interests, the Assigned Interests Royalty Interests, the Royalty Agreements and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five two (52) Business Days written notice given by Assignee the Purchaser to Ortec and/or Assignorthe Seller, Ortec and/or Assignor the Seller will provide Assignee the Purchaser and any of Assignee's the Purchaser’s Consultants reasonable access to such books and records, and shall permit Assignee the Purchaser and any Assignee's Purchaser’s Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor the Seller or any of their its Affiliates relating or pertaining to the Revenue Assigned Interests, the Assigned Interests Royalty Interests, the Royalty Agreements and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assigneethe Purchaser). Assignee's visits to Ortec's or Assignor's offices pursuant to this subsection (c) shall occur not more than once for each company per fiscal quarter; provided, however, that Assignee may so visit more frequently to the extent that there has occurred an event a reasonably foreseeable consequence of which is a Material Adverse Effect and Assignee's visit or visits to Ortec's or Assignor's offices in connection therewith are for purposes related to such event. (d) In the event any audit of the books and records of Ortec or Assignor the Seller relating to the Revenue Royalty Interests, Assigned Interests, Royalty Agreements and the other Collateral by Assignee the Purchaser and/or any of Assignee's the Purchaser’s Consultants reveals that the amounts paid to Assignee the Purchaser hereunder for the period of such audit have been understated by more than the greater of $20,000 or 5[**]% of the amounts determined to be due for up to the period subject to time of such audit, then the Audit Costs in respect of such audit shall be borne by Ortec or Assignorthe Seller; and in all other cases, such Audit Costs shall be borne by Assigneethe Purchaser. (e) Ortec and/or Assignor shall furnish, or caused to be furnished, to Assignee, copies of all Distribution Agreements, License Agreements and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days of the execution of each such agreement.

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec Orthovita of notice of any action, claim, investigation, proceeding (commenced or threatened), certificate, offer, proposal, material correspondence or other material written communication relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License AgreementAgreement_relating to the sale of the Products in the Territories, which, in the case of an action, claim, investigation or proceeding, if adversely determined, would reasonably be expected to have a Material Adverse Effect, then, Assignor and/or Ortec Orthovita shall inform Assignee of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. written communication and, if in writing shall furnish Assignee with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec Orthovita shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec Orthovita and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee and any of Assignee's Consultants shall have the right, from time to time, to visit OrtecOrthovita's and/or Assignor's offices and properties where Ortec Orthovita and/or Assignor keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignee to Ortec Orthovita and/or Assignor, Ortec Orthovita and/or Assignor will provide Assignee and any of Assignee's Consultants reasonable access to such books and records, and shall permit Assignee and any Assignee's Consultants to discuss the business, operations, properties and financial and other condition of Ortec Orthovita and/or Assignor or any of their Affiliates relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee). Assignee's visits to OrtecOrthovita's or Assignor's offices pursuant to this subsection (c) shall occur not more than once for each company per fiscal quarter; provided, however, that Assignee may so visit more frequently to -------- ------- the extent that there has occurred an event a reasonably foreseeable consequence of which is a Material Adverse Effect and Assignee's visit or visits to OrtecOrthovita's or Assignor's offices in connection therewith are for purposes related to such event. To the extent that Assignee elects to conduct audits of both Orthovita and Assignor during the same fiscal quarter under this subsection (c), Assignee shall use commercially reasonable efforts to conduct any such audits simultaneously. (d) In the event any audit of the books and records of Ortec Orthovita or Assignor relating to the Revenue Interests, Assigned Interests, and the other Collateral by Assignee and/or any of Assignee's Consultants reveals that the amounts paid to Assignee hereunder for the period of such audit have been understated by more than the greater of $20,000 *** or 5% *** of the amounts [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Ortec Orthovita or Assignor; and in all other cases, such Audit Costs shall be borne by Assignee. (e) Ortec Orthovita and/or Assignor has furnished to Assignee copies of all Distribution Agreements and License Agreements to which either is currently a Party. Orthovita and/or Assignor shall furnish, furnish or caused cause to be furnished, to Assignee, copies of all Distribution Agreements, Agreements or License Agreements and Future Agreements to which Ortec Orthovita or Assignor is or becomes a party, within ten (10) Business Days of after the execution of each such agreement. (f) Provided that Assignee agrees to maintain the confidentiality of materials described in this Section 5.02(f) and so long as the disclosure of such materials would not compromise any of Orthovita's rights or protections with respect to a Regulatory Agency, Orthovita shall: (i) within five (5) business days of receipt thereof, provide Assignee with copies of the following regulatory documentation that is either generated or received by Orthovita from a Regulatory Agency in the Territories with respect to the Products: ***.

Access; Books and Records. (a) Promptly Within [*****] after receipt by either Assignor or Ortec an Dyax Entity of notice of any action, claim, investigation, investigation or proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication ) relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement Royalty Interests or any Included License AgreementAgreements or any Included Product, Assignor and/or Ortec Dyax shall inform Assignee the Buyer of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence investigation or other written communication proceeding and, if in writing shall furnish Assignee the Buyer with a copy of such notice and any related materials with respect to such action, claim, investigation, investigation or proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec and Assignor Dyax Entity shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned the Royalty Interests and all deposits made into the applicable Deposit AccountsAccount. * Confidential Treatment Requested. Omitted portions filed with the Commission. (c) Assignee The Buyer and any of Assignee's the Buyer Consultants shall have the right, from time to time, to visit Ortec's and/or Assignor's Dyax’ offices and properties where Ortec and/or Assignor keeps Dyax keep and maintains its maintain their books and records relating or pertaining to the Revenue InterestsIncluded Products Payments, the Assigned Royalty Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days [*****] written notice given by Assignee the Buyer to Ortec and/or Assignora Dyax Entity, Ortec and/or Assignor the Dyax Entity will provide Assignee the Buyer and any of Assignee's the Buyer Consultants reasonable access to such books and records, and shall permit Assignee the Buyer and any Assignee's of the Buyer Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor or any of their Affiliates Dyax relating or pertaining to the Revenue Interests, the Assigned Royalty Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee)accountants. Assignee's The Buyer’s visits to Ortec's or Assignor's Dyax’s offices pursuant to this subsection Subsection (c) shall occur not more than once two (2) times for each company Dyax per fiscal quartercalendar year; provided, however, that Assignee the Buyer may so visit more frequently to the extent that there has occurred an event that has resulted in a Material Adverse Change, or a reasonably foreseeable consequence of which is a Material Adverse Effect Change, and Assignee's the Buyer’s visit or visits to Ortec's or Assignor's Dyax’ offices in connection therewith are for purposes related to such event. (d) To the extent that either the Buyer or Dyax has determined that there is a discrepancy as to the amounts paid to the Buyer hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event any audit that either the Buyer or Dyax deliver to the other party a Discrepancy Notice, the Buyer and Dyax shall meet within ten (10) Business Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Buyer to Dyax or by Dyax to the Buyer, then the party owing such payment shall promptly pay such payment to the other party. If, within forty-five (45) days after receipt of the books Discrepancy Notice, Dyax and records the Buyer cannot resolve any such discrepancies, then the Buyer and Dyax shall promptly instruct their respective firms of Ortec or Assignor relating independent certified public accountants to select, within five (5) Business Days thereafter, a third nationally recognized accounting firm (the “Independent Accountants”). After offering Dyax and its representatives and the Buyer and its representatives the opportunity to present their positions as to the Revenue Interestsdisputed items, Assigned Interestswhich opportunity shall not extend for more than ten (10) calendar days after the Independent Accountants have been selected, the Independent Accountants shall review the disputed matters and the materials submitted by Dyax and the Buyer and, as promptly as practicable, deliver to Dyax and the Buyer a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination shall be final and binding upon the other Collateral by Assignee and/or parties hereto without any further right of Assignee's Consultants reveals appeal. If Dyax has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Dyax shall bear all the charges of the Independent Accountants. If the Buyer has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, the Buyer shall bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Assignee hereunder the Buyer for the period applicable calendar year underpaid the Buyer by an amount equal or in excess of such audit have been understated by more than the greater of $20,000 or 5% [*****] of the amounts determined to be due to the Buyer for such calendar year, in which event Dyax shall bear all of the period subject to such audit, then charges of the Audit Costs in respect of such audit shall be borne by Ortec or Assignor; and in all other cases, such Audit Costs shall be borne by AssigneeIndependent Accountants. [*****]. * Confidential Treatment Requested. Omitted portions filed with the Commission. (e) Ortec and/or Assignor shall furnish, To the extent any Dyax Entity has the right to perform or caused cause to be furnished, to Assignee, copies performed inspections or audits under any of all Distribution Agreements, the Included License Agreements regarding payments payable and/or paid to any Dyax Entity thereunder (each, a “License Party Audit”), Dyax shall, at the request and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days expense of the execution Buyer, cause such License Party Audit to be promptly performed. In conducting a License Party Audit, Dyax shall engage an independent public accounting firm and other personnel directed by the Buyer. Promptly after completion of each any License Party Audit (whether or not requested by the Buyer), Dyax shall promptly deliver to the Buyer an Audit Report in respect of such agreementLicense Party Audit.

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec Company of notice of any action, claim, investigation, investigation or proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication ) relating to the transactions contemplated by entered into pursuant to this Agreement, Agreement or any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License Agreement, Assignor and/or Ortec Company shall inform Assignee of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence investigation or other written communication proceeding and, if in writing shall furnish Assignee with a copy of such notice and any related materials with respect to such action, claim, investigation, investigation or proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec and Assignor Company shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee and any of Assignee's ’s Consultants shall have the right, from time upon ****** Days’ written notice given by Assignee to timeCompany, to visit Ortec's and/or Assignor's Company’s offices and properties where Ortec and/or Assignor Company keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours. During any such audit, and, upon five (5) Business Days written notice given by Assignee to Ortec and/or Assignor, Ortec and/or Assignor Company will provide Assignee and any of Assignee's ’s Consultants reasonable access to such books and records, and shall permit Assignee and any of Assignee's ’s Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor or any of their Affiliates Company relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee). Assignee's ’s visits to Ortec's or Assignor's Company’s offices pursuant to this subsection (c) shall occur not more than once for each company two (2) times per fiscal quartercalendar year; provided, however, that Assignee may so visit more frequently to the extent that there has occurred an event event, a reasonably foreseeable consequence of which is a Material Adverse Effect Effect, and Assignee's ’s visit or visits to Ortec's or Assignor's Company’s offices in connection therewith are for purposes directly related to such event. To the extent any License Agreement contains provisions requiring confidential treatment of any information, including financial information, that would prohibit Company from providing such information to the Assignee, in connection with any audit permitted hereunder, Company shall have its independent certified public accountants provide a summary of the relevant information and certify that such information is true and correct in all respects. (d) In the event any audit of the books and records of Ortec or Assignor Company relating to the Revenue Interests, Assigned Interests, and Interests or the other Collateral by Assignee and/or any of Assignee's ’s Consultants reveals that the amounts paid to Assignee hereunder for the period of such audit have been understated by more than the greater of $20,000 or 5% ****** of the amounts determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Ortec or AssignorCompany; and in all other cases, such Audit Costs shall be borne by Assignee. Each party shall promptly pay to the other any amount due. (e) Ortec and/or Assignor shall furnish, To the extent Company has the right to perform or caused cause to be furnishedperformed inspections or audits under any of the License Agreements regarding payments payable and/or paid thereunder (each, a “License Party Audit”), Company shall, at the reasonable request of Assignee, cause such License Party Audit to be promptly performed. In conducting a License Party Audit, Company may engage its then retained internationally recognized independent public accounting firm, or, if Company elects otherwise, such other internationally recognized independent public accounting firm reasonably acceptable to Assignee, copies unless the applicable License Agreement shall require the use of another accounting firm. Promptly after completion of any License Party Audit (whether or not requested by Assignee), Company shall promptly deliver to Assignee an Audit Report in respect of such License Party Audit, that has been certified to be true and correct in all Distribution Agreements, License Agreements and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days of respects by the execution of each such agreementauditor.

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec Orthovita of notice of any action, claim, investigation, proceeding (commenced or threatened), certificate, offer, proposal, material correspondence or other material written communication relating to the transactions [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License AgreementAgreement relating to the sale of the Products in the Territories, which, in the case of an action, claim, investigation or proceeding, if adversely determined, would reasonably be expected to have a Material Adverse Effect, then, Assignor and/or Ortec Orthovita shall inform Assignee of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication and, if in writing shall furnish Assignee with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec Orthovita shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec Orthovita and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee and any of Assignee's Consultants shall have the right, from time to time, to visit OrtecOrthovita's and/or Assignor's offices and properties where Ortec Orthovita and/or Assignor keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignee to Ortec Orthovita and/or Assignor, Ortec Orthovita and/or Assignor will provide Assignee and any of Assignee's Consultants reasonable access to such books and records, and shall permit Assignee and any Assignee's Consultants to discuss the business, operations, properties and financial and other condition of Ortec Orthovita and/or Assignor or any of their Affiliates relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee). Assignee's visits to OrtecOrthovita's or Assignor's offices pursuant to this subsection (c) shall occur not more than once for each company per fiscal quarter; provided, however, that Assignee may so visit more frequently to the extent that there has occurred an event a reasonably foreseeable consequence of which is a Material Adverse Effect and Assignee's visit or visits to OrtecOrthovita's or Assignor's offices in connection therewith are for purposes related to such event. To the extent that Assignee elects to conduct audits of both Orthovita and Assignor during the same fiscal quarter under this [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. subsection (c), Assignee shall use commercially reasonable efforts to conduct any such audits simultaneously. (d) In the event any audit of the books and records of Ortec Orthovita or Assignor relating to the Revenue Interests, Assigned Interests, and the other Collateral by Assignee and/or any of Assignee's Consultants reveals that the amounts paid to Assignee hereunder for the period of such audit have been understated by more than the greater of $20,000 *** or 5% *** of the amounts determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Ortec Orthovita or Assignor; and in all other cases, such Audit Costs shall be borne by Assignee. (e) Ortec Orthovita and/or Assignor has furnished to Assignee copies of all Distribution Agreements and License Agreements to which either is currently a Party. Orthovita and/or Assignor shall furnish, furnish or caused cause to be furnished, to Assignee, copies of all Distribution Agreements, Agreements or License Agreements and Future Agreements to which Ortec Orthovita or Assignor is or becomes a party, within ten (10) Business Days of after the execution of each such agreement. (f) Provided that Assignee agrees to maintain the confidentiality of materials described in this Section 5.02(f) and so long as the disclosure of such materials would not compromise any of Orthovita's rights or protections with respect to a Regulatory Agency, Orthovita shall: (i) within five (5) business days of receipt thereof, provide Assignee with copies of the following regulatory documentation that is either generated or received by Orthovita from a Regulatory Agency in the Territories with respect to the Products: ***.

Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec Guilford of notice of any action, claim, investigation, investigation or proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication ) relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License Agreement, Assignor and/or Ortec Guilford shall inform Assignee Assignees of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence investigation or other written communication proceeding and, if in writing shall furnish Assignee Assignees with a copy of such notice and any related materials with respect to such action, claim, investigation, investigation or proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec Guilford and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) Assignee Assignees and any of Assignee's Assignees' Consultants shall have the right, from time to time, to visit OrtecGuilford's and/or Assignor's offices and properties where Ortec Guilford and/or Assignor keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignee Assignees to Ortec Guilford and/or Assignor, Ortec Guilford and/or Assignor will provide Assignee Assignees and any of Assignee's Assignees' Consultants reasonable access to such books and records, and shall permit Assignee Assignees and any Assignee's of Assignees' Consultants to discuss the business, operations, properties and financial and other condition of Ortec Guilford and/or Assignor or any of their Affiliates relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with AssigneeAssignees). Assignee's Assignees' visits to OrtecGuilford's or Assignor's offices pursuant to this subsection (c) shall occur not more than once two times for each company per fiscal quartercalendar year; provided, however, that Assignee Assignees may so visit more frequently to the extent that there has occurred an event event, a reasonably foreseeable consequence of which is a Material Adverse Effect Effect, and Assignee's Assignees' visit or visits to OrtecGuilford's or Assignor's offices in connection therewith are for purposes related to such event. (d) In the event any audit of the books and records of Ortec Guilford or Assignor relating to the Revenue InterestsTotal Net Sales, the Assigned Interests, and Interests or the other Collateral by Assignee Assignees and/or any of Assignee's Assignees' Consultants reveals that the amounts paid to Assignee Assignees hereunder for the period of such audit have been understated by more than the greater of $20,000 or 57.5% of the amounts determined to be due for the period subject to such audit, then the Audit Costs in respect of such audit shall be borne by Ortec Guilford or Assignor; and in all other cases, such Audit Costs shall be borne by AssigneeAssignees. (e) Ortec and/or Assignor shall furnish, or caused to be furnished, to Assignee, copies of all Distribution Agreements, License Agreements and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days of the execution of each such agreement.

Access; Books and Records. (a) Promptly Within [*****] after receipt by either Assignor or Ortec an Dyax Entity of notice of any action, claim, investigation, investigation or proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication ) relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement Royalty Interests or any Included License AgreementAgreements or any Included Product, Assignor and/or Ortec Dyax shall inform Assignee the Buyer of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence investigation or other written communication proceeding and, if in writing shall furnish Assignee the Buyer with a copy of such notice and any related materials with respect to such action, claim, investigation, investigation or proceeding, certificate, offer, proposal, correspondence or other written communication. (b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec and Assignor Dyax Entity shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned the Royalty Interests and all deposits made into the applicable Deposit AccountsAccount. (c) Assignee The Buyer and any of Assignee's the Buyer Consultants shall have the right, from time to time, to visit Ortec's and/or Assignor's Dyax’ offices and properties where Ortec and/or Assignor keeps Dyax keep and maintains its maintain their books and records relating or pertaining to the Revenue InterestsIncluded Products Payments, the Assigned Royalty Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days [*****] written notice given by Assignee the Buyer to Ortec and/or Assignora Dyax Entity, Ortec and/or Assignor the Dyax Entity will provide Assignee the Buyer and any of Assignee's the Buyer Consultants reasonable access to such books and records, and shall permit Assignee the Buyer and any Assignee's of the Buyer Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor or any of their Affiliates Dyax relating or pertaining to the Revenue Interests, the Assigned Royalty Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee)accountants. Assignee's The Buyer’s visits to Ortec's or Assignor's Dyax’s offices pursuant to this subsection Subsection (c) shall occur not more than once two (2) times for each company Dyax per fiscal quartercalendar year; provided, however, that Assignee the Buyer may so visit more frequently to the extent that there has occurred an event that has resulted in a Material Adverse Change, or a reasonably foreseeable consequence of which is a Material Adverse Effect Change, and Assignee's the Buyer’s visit or visits to Ortec's or Assignor's Dyax’ offices in connection therewith are for purposes related to such event. (d) To the extent that either the Buyer or Dyax has determined that there is a discrepancy as to the amounts paid to the Buyer hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event any audit that either the Buyer or Dyax deliver to the other party a Discrepancy Notice, the Buyer and Dyax shall meet within ten (10) Business Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Buyer to Dyax or by Dyax to the Buyer, then the party owing such payment shall promptly pay such payment to the other party. If, within forty-five (45) days after receipt of the books Discrepancy Notice, Dyax and records the Buyer cannot resolve any such discrepancies, then the Buyer and Dyax shall promptly instruct their respective firms of Ortec or Assignor relating independent certified public accountants to select, within five (5) Business Days thereafter, a third nationally recognized accounting firm (the “Independent Accountants”). After offering Dyax and its representatives and the Buyer and its representatives the opportunity to present their positions as to the Revenue Interestsdisputed items, Assigned Interestswhich opportunity shall not extend for more than ten (10) calendar days after the Independent Accountants have been selected, the Independent Accountants shall review the disputed matters and the materials submitted by Dyax and the Buyer and, as promptly as practicable, deliver to Dyax and the Buyer a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination shall be final and binding upon the other Collateral by Assignee and/or parties hereto without any further right of Assignee's Consultants reveals appeal. If Dyax has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Dyax shall bear all the charges of the Independent Accountants. If the Buyer has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, the Buyer shall bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Assignee hereunder the Buyer for the period applicable calendar year underpaid the Buyer by an amount equal or in excess of such audit have been understated by more than the greater of $20,000 or 5% [*****] of the amounts determined to be due to the Buyer for such calendar year, in which event Dyax shall bear all of the period subject to such audit, then charges of the Audit Costs in respect of such audit shall be borne by Ortec or Assignor; and in all other cases, such Audit Costs shall be borne by AssigneeIndependent Accountants. [*****]. (e) Ortec and/or Assignor shall furnish, To the extent any Dyax Entity has the right to perform or caused cause to be furnished, to Assignee, copies performed inspections or audits under any of all Distribution Agreements, the Included License Agreements regarding payments payable and/or paid to any Dyax Entity thereunder (each, a “License Party Audit”), Dyax shall, at the request and Future Agreements to which Ortec or Assignor is or becomes a party, within ten (10) Business Days expense of the execution Buyer, cause such License Party Audit to be promptly performed. In conducting a License Party Audit, Dyax shall engage an independent public accounting firm and other personnel directed by the Buyer. Promptly after completion of each any License Party Audit (whether or not requested by the Buyer), Dyax shall promptly deliver to the Buyer an Audit Report in respect of such agreementLicense Party Audit.