Common use of Books and Records; Audit Right Clause in Contracts

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5174398E9-4C187BC6-B49D-62DBEC763D25 4D69-97DC-01A43A37BFC6 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5E389DDA3-4C183EA0-B49D-62DBEC763D25 4C1B-801D-93CD35BC54C2 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E576B8C7A6-4C1866D1-B49D-62DBEC763D25 43C9-84E7-0D151DB61944 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5E68F63E3-4C18D274-B49D-62DBEC763D25 4CA3-9C96-ECE5CBD30F63 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E591216EB2-4C18F486-B49D-62DBEC763D25 414B-B694-F90CEB5F065E of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25 of showing the amount of royalties payable to Pfizer Shionogi and Licensee’s 's compliance with other obligations under this Agreement and Applicable Law. Said books and records DocuSign Envelope ID: CA69B741-C435-4DB2-9D40-D4529C9174DE will be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) 15 days’ ' advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer Shionogi and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s 's royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- 's non-compliance with this Agreement to Pfizer Shionogi and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer Shionogi and/or MPP. However, if an error in underpaid royalties to Pfizer Shionogi of more than five percent (5%) of the total royalties due for any year twelve month period is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5F0C62F1B-4C18BD77-B49D-62DBEC763D25 4D06-9219-67924AA8E188 of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.

Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose DocuSign Envelope ID: 20ED8EAA-71E5D912197B-4C18D81E-47C3-B49D-62DBEC763D25 A57B-57CF17C9819B of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.