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

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of ServierGilead, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) (a) with respect to Gilead as the Audited Party, to determine the payments due and (b) with respect to MacroGenics as the Audited Party, to determine costs incurred in the conduct of Research activities under this Agreement. Each Auditing Party shall have the right, once annually *** at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** thirty (30) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** *year period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs Research costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** thirty (30) days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, milestones or royalties and/or Development Costs, is greater than *** five percent (5%), or the overpayment of Research costs is greater than five percent (5%), of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of ServierRSVC, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards GAAP in sufficient detail for the other Party (the “Auditing Party”) (a) with respect to RSVC as the Audited Party, to determine the payments due under Section 5.5 and (b) with respect to BH as the Audited Party, to determine costs incurred under this Agreementreimbursed pursuant to Section 5.2. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than […*** *…] days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** three (3) year period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs Research costs and the amount of any Net Sales, milestone Sales or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within […*** *…]days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than […*** *…]percent ([…***…]%), or the overpayment of costs under Section 5.2 is greater than […***…] percent ([…***…]%), of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.

Books and Records; Audit Rights. Each Party (the “Audited Party”) 6.5.1 Licensee shall keep (andkeep, in the case of Servier, and shall cause require its Affiliates and the Sublicensees to keep) complete, true complete and accurate books records of the latest [**] years relating to gross sales, Annual Net Sales, and records in accordance with its Accounting Standards in sufficient detail for all revenue and expense data relating to the other Party (the “Auditing Party”) to determine the payments calculations of any payment due and costs incurred under this Agreement. Each Auditing Party For the sole purpose of verifying amounts payable to INFI, MICL or Purdue under Article 6, INFI shall have the right, once annually [**], at its own expenseINFI’s expense (except as set forth below), to have retain an independent, independent certified public accounting firm of nationally recognized standing, accountant selected by the Auditing Party INFI and reasonably acceptable to the Audited PartyLicensee, to review any such records of the Audited Party in the location(s) where such records are maintained by Licensee, its Affiliates and the Audited Party Sublicensees upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours hours. Such representatives shall execute a suitable confidentiality agreement reasonably acceptable to Licensee prior to conducting such audit. Such representatives shall disclose to each of INFI and under obligations of strict confidence, for the sole purpose of verifying Licensee only their conclusions regarding the accuracy of the amounts paid under this Agreement within a payments hereunder and of records related thereto. The right to audit any records underlying any royalty report shall extend for [*** period preceding ] from the date end of the request for Calendar Year in which the royalty report was delivered. Licensee shall, within [**] days after the Parties’ receipt of the audit report, pay INFI the amount of any underpayment revealed by such audit together with interest calculated in the manner provided in Section 6.3. If the underpayment is equal to or greater than [**] of the amount that was otherwise due, Licensee shall reimburse INFI’s reasonable Out-of-Pocket Expenses of such review. If the audit demonstrates that Licensee has made an overpayment to INFI, Licensee shall be entitled to credit such amount against future payments due to INFI. 6.5.2 Upon the expiration of the [**] years following the end of any Calendar Year, the calculation of amounts payable under Article 6 with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to payments for such Calendar Year. 6.5.3 The report Third Party Grantors shall have the same rights of audit and inspection with respect to Licensee and its Affiliates and Sublicensees as granted by INFI to such accounting firm Third Party Grantor pursuant to the applicable INFI Third Party Agreement, provided, however, that any audit conducted by a Third Party Grantor shall constitute an audit conducted by INFI for purposes of this Section 6.5 and any such audit shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, scope set forth in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such reviewthis Section 6.5.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of ServierKolltan, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its the Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the amount of any payments due and costs incurred to such Party under this Agreement. Each Auditing Party shall have the right, once annually [**] at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than [*** ] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a [*** ] year period preceding the date of the request for review. The Audited Party shall (and, in the case of Kolltan as the Audited Party, shall cause its Affiliates and Sublicensees to) make its (and their) personnel reasonably available to answer queries reasonably required for such report. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within [*** ] days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than [*** ] percent ([**]%) of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall NeoGenomics will keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records that accurately show the Quarterly Unit Purchases. Such books and records shall be preserved for three (3) years from the last day of each Calendar Quarter in accordance with its Accounting Standards which such Quarterly Unit Purchases were made and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in sufficient detail any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the other Party purpose of determining the accuracy of the Quarterly Reports and ensuring proper payment of the Premium Price. Once audited, the Quarterly Reports and the Premium Price payments shall be closed for the applicable Calendar Quarter(s) and may not be audited again. Except as provided below, within sixty (60) days after notice from Abbott following completion of the “Auditing Party”independent accounting firm’s audit covering a given Calendar Quarter, NeoGenomics will pay to Abbott the amount of any Premium Price determined by such audit to be outstanding. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the aggregate Premium Price paid by NeoGenomics for the audited Calendar Quarter(s) to determine be at least ten percent (10%) less than the payments Premium Price determined by the auditor to be due and payable, then NeoGenomics will promptly reimburse Abbott for the costs incurred of such audit. If such audit determines that NeoGenomics overpaid the amount of Premium Price otherwise determined by the auditor to be due and payable for the audited Calendar Quarter(s), then Abbott will credit the amount of such overpayment to NeoGenomics against future amounts payable by NeoGenomics under this Agreement. Each Auditing Party shall have Xxxxxx’x right to audit a specific Calendar Quarter or the rightPremium Price payments owed with respect thereto, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records will terminate three (3) years after Xxxxxx’x receipt of the Audited Party in the location(s) where Quarterly Report relating to such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such reviewCalendar Quarter.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, and shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually [***] at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than [*** *] ([***]) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a [*** *] Calendar Year period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and inaccurate, the actual amounts of Development 4DMT or uniQure (as applicable) out-of-pocket expenses under Section 6.2(a), FTE Costs under Section 6.2(b), Equipment Payment reimbursements under Section 6.2(c), and any payments under Section 3.6, and the amount of any Net Sales, milestone milestone, royalty or royalty other payment discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within [*** *] ([***]) days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless (a) uniQure or 4DMT (as applicable) was the Audited Party and the audited determined an underpayment of milestones, milestones or royalties and/or Development Costs, which is greater than [*** *] percent ([***]%) of the amount due for the applicable period, in which case the Audited Party uniQure or 4DMT (as applicable) shall pay the reasonable costs charged by such accounting firm for such review, or (b) 4DMT or uniQure (as applicable) was the Audited Party and the audit determined an overpayment of 4DMT or uniQure (as applicable) out-of-pocket expenses under Section 6.2(a) or FTE Costs under Section 6.2(b), or underpayment of Equipment Payment reimbursements under Section 6.2(c), which is greater than [***] percent ([***]%) of the amount due for the applicable period, in which case 4DMT or uniQure (as applicable) shall pay the reasonable costs charged by such accounting firm for such review. Any overpayment of royalties by uniQure (or 4DMT, as applicable) revealed by an inspection shall be fully creditable against future royalty payments under Section 6.4. As of the Amended CLA Effective Date, notwithstanding anything express or implied, the Parties agree that there shall be no audits under this Section 6.7 as to accounting records for any time period prior to [***] before the Amended CLA Effective Date.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, and shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than [*** *] ([***]) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a [*** *] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs inaccurate, and the amount of any Net Sales, milestone Sublicense Consideration, 4D Sublicense Consideration, royalty or royalty other payment discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within [*** *] ([***]) days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the audit determined an underpayment of milestones, royalties and/or Development Costs, by the Audited Party which is greater than [*** *] percent ([***]%) of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review. Any overpayment of royalties by uniQure (or 4DMT, as applicable) revealed by an inspection shall be fully creditable against future royalty payments by such Audited Party under Section 6.2.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of ServierBI, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Clinical Development Costs Costs, FTE Costs, MacroGenics out-of-pocket expenses under Section 6.3(b)(i), and any payments under Section 3.7, and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development royalties, FTE Costs, MacroGenics out-of-pocket expenses under Section 6.3(b)(i) and/or Clinical Development Costs is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review. Any overpayment of royalties by BI revealed by an inspection shall be fully-creditable against future royalty payments under Section 6.6.

Books and Records; Audit Rights. Each Party (the “Audited Party”) Cardigant shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true complete and accurate books records of the underlying revenue, expense and records in accordance with its Accounting Standards in sufficient detail other relevant data relating to the calculations of (a) Gross Sales and payments required by Section 5.1, and (b) the average selling price for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this AgreementCardigant Product. Each Auditing Party YU-IACF shall have the right, once annually at its own Cardigant"s expense, to have an independent, certified public accounting firm of nationally recognized standingfirm, selected by the Auditing Party YU-IACF and reasonably acceptable to the Audited PartyCardigant, review any such records of the Audited Party Cardigant in the location(s) where such records are maintained by the Audited Party Cardigant upon reasonable notice (which shall be no less than *** fourteen (14) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 5.1 and the amounts paid under this Agreement ASP for the Cardigant Product within a *** the twenty-four (24) month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or made, payment submitted or determination of the ASP for the Cardigant Product by the Audited Party Cardigant during such period is accurate or inaccurate and the actual amounts of Development Costs Gross Sales and royalties due for such period or the amount of any Net Sales, milestone or royalty discrepancyactual ASP for the Cardigant Product during such period (as applicable). No other information shall be provided to the Auditing Party. The Audited Party Cardigant shall receive a copy of each such report concurrently with receipt by the Auditing PartyYU-IACF. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s YU-IACF"s detriment, the Audited Party Cardigant shall pay the amount of the discrepancy within *** with five (5) business days after its receipt from of the accounting firm of the firm"s certificate showing stating the amount of the discrepancy. The Auditing Party In the event YU-IACF wishes to review the foregoing records more than once annually, YU-IACF shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** ten percent (10%) of the amount due for the applicable period, period and in which such case the Audited Party Cardigant shall pay the reasonable costs cost charged by such accounting firm for such review. Any overpayment of royalties by Cardigant revealed by an examination shall be fully creditable against future royalty payments.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, and shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually [**] at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than [*** ] days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a [*** ] Calendar Year period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and inaccurate, the actual amounts of Development 4DMT out-of-pocket expenses under Section 6.2(a), FTE Costs under Section 6.2(b), Equipment Payment reimbursements under Section 6.2(c), and any payments under Section 3.6, and the amount of any Net Sales, milestone milestone, royalty or royalty other payment discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within [*** ] days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless (a) uniQure was the Audited Party and the audited determined an underpayment of milestones, milestones or royalties and/or Development Costs, which is greater than [*** ] percent ([**]%) of the amount due for the applicable period, in which case the Audited Party uniQure shall pay the reasonable costs charged by such accounting firm for such review, or (b) 4DMT was the Audited Party and the audit determined an overpayment of 4DMT out-of-pocket expenses under Section 6.2(a) or FTE Costs under Section 6.2(b), or underpayment of Equipment Payment reimbursements under Section 6.2(c), which is greater than [**] percent ([**]%) of the amount due for the applicable period, in which case 4DMT shall pay the reasonable costs charged by such accounting firm for such review. Any overpayment of royalties by uniQure revealed by an inspection shall be fully creditable against future royalty payments under Section 6.4.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true complete and accurate books records of the License Income accruing to and received by such Party, and AVEO shall keep complete and accurate records of Development Costs incurred which are subject to reimbursement by Biodesix under Sections 3.3 and 3.5. Additionally, AVEO shall provide Biodesix with a monthly report detailing the percentage of time dedicated in accordance with its Accounting Standards in sufficient detail for such month to this co-development project by AVEO personnel, other than members of the other Party (JSC, the “Auditing Party”) to determine identify of such persons, the payments due annual salary of such persons, and costs incurred under this Agreementa reasonably detailed description of the work performed by such persons within the applicable month. Each Auditing Party shall have the right, once annually [**] at its own expense, to have an independent, certified public accounting firm of nationally recognized standingfirm, selected by such Party (the Auditing Party “auditing Party”) and reasonably acceptable to the Audited other Party (the “audited Party”), review any such records of the Audited audited Party in the location(s) where such records are maintained by the Audited audited Party upon reasonable notice (which shall be no less than [*** ] days’ prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the amounts paid payments made under this Agreement within a the [*** ] month period preceding the date of the request for review; provided that, if the audit determines an overpayment, in the case of Development Costs, or an underpayment, in the case of License Income, of greater than [**] percent ([**]%), the auditing party may elect to audit the payments made during the [**] months preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited audited Party shall receive a copy of each such report concurrently with receipt by the Auditing auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing auditing Party’s detriment, the Audited audited Party shall pay the amount of the discrepancy within [*** ] Business Days after its receipt from the accounting firm of the certificate showing of the amount of the discrepancy. The Auditing auditing Party shall pay the full cost of the review unless the underpayment overpayment, in the case of milestones, royalties and/or Development Costs, or the underpayment, in the case of License Income, is greater than [*** ] percent ([**]%) of the amount due for the applicable period, in which case the Audited audited Party shall pay the reasonable costs cost charged by such accounting firm for such review. Any overpayment by the audited Party revealed by an examination shall be paid by the auditing Party within [**] days.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true complete and accurate books records of the License Income accruing to and received by such Party, and AVEO shall keep complete and accurate records of Development Costs incurred which are subject to reimbursement by Biodesix under Sections 3.3 and 3.5. Additionally, AVEO shall provide Biodesix with a monthly report detailing the percentage of time dedicated in accordance with its Accounting Standards in sufficient detail for such month to this co-development project by AVEO personnel, other than members of the other Party (JSC, the “Auditing Party”) to determine identify of such persons, the payments due annual salary of such persons, and costs incurred under this Agreementa reasonably detailed description of the work performed by such persons within the applicable month. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standingfirm, selected by such Party (the Auditing Party “auditing Party”) and reasonably acceptable to the Audited other Party (the “audited Party”), review any such records of the Audited audited Party in the location(s) where such records are maintained by the Audited audited Party upon reasonable notice (which shall be no less than *** fourteen (14) days’ prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the amounts paid payments made under this Agreement within a the twelve (12) month period preceding the date of the request for review; provided that, if the audit determines an overpayment, in the case of Development Costs, or an underpayment, in the case of License Income, of greater than [*** period *], the auditing party may elect to audit the payments made during the twenty four (24) months preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited audited Party shall receive a copy of each such report concurrently with receipt by the Auditing auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing auditing Party’s detriment, the Audited audited Party shall pay the amount of the discrepancy within [*** *] Business Days after its receipt from the accounting firm of the certificate showing of the amount of the discrepancy. The Auditing auditing Party shall pay the full cost of the review unless the underpayment overpayment, in the case of milestones, royalties and/or Development Costs, or the underpayment, in the case of License Income, is greater than [*** *] of the amount due for the applicable period, in which case the Audited audited Party shall pay the reasonable costs cost charged by such accounting firm for such review. Any overpayment by the audited Party revealed by an examination shall be paid by the auditing Party within thirty (30) days.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall NeoGenomics will keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records that accurately show the Quarterly Unit Purchases. Such books and records shall be preserved for three (3) years from the last day of each Calendar Quarter in accordance with its Accounting Standards which such Quarterly Unit Purchases were made and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in sufficient detail any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the other Party purpose of determining the accuracy of the Quarterly Reports and ensuring proper payment of the Premium Price. Once audited, the Quarterly Reports and the Premium Price payments shall be closed for the applicable Calendar Quarter(s) and may not be audited again. Except as provided below, within sixty (60) days after notice from Abbott following completion of the “Auditing Party”independent accounting firm’s audit covering a given Calendar Quarter, NeoGenomics will pay to Abbott the amount of any Premium Price determined by such audit to be outstanding. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the aggregate Premium Price paid by NeoGenomics for the audited Calendar Quarter(s) to determine be at least ten percent (10%) less than the payments Premium Price determined by the auditor to be due and payable, then NeoGenomics will promptly reimburse Abbott for the costs incurred of such audit. If such audit determines that NeoGenomics overpaid the amount of Premium Price otherwise determined by the auditor to be due and payable for the audited Calendar Quarter(s), then Abbott will credit the amount of such overpayment to NeoGenomics against future amounts payable by NeoGenomics under this Agreement. Each Auditing Party shall have Axxxxx’x right to audit a specific Calendar Quarter or the rightPremium Price payments owed with respect thereto, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records will terminate three (3) years after Axxxxx’x receipt of the Audited Party in the location(s) where Quarterly Report relating to such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such reviewCalendar Quarter.

Books and Records; Audit Rights. Each Party (a) Opco, the “Audited Party”other members of the Opco Group and Opco IT shall each maintain (and cause to be maintained) shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true complete and accurate books and records records, in accordance with its Accounting Standards in sufficient detail International Financial Reporting Standards, for the other Party (purpose of supporting and documenting the “Auditing Party”) Royalty and the Software Technology Services Fee payable by Opco, and as otherwise reasonably necessary to determine confirm Opco’s and Opco IT’s compliance with the payments due terms and costs incurred under conditions of this Agreement. Each Auditing Party shall All such books and records will be retained at each respective company’s, or its applicable Subsidiary’s, principal place of business for a period of at least three (3) years after the payments to which they pertain have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party been made. Opco’s and reasonably acceptable to the Audited Party, review any Opco IT’s books and records will be open for inspection and audit during such records of the Audited Party in the location(sthree (3) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, year period for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within payments and charges made hereunder. (b) The parties shall conduct, once per fiscal year upon reasonable advance written notice to Opco and Opco IT respectively, a *** period preceding the date joint audit of the request consolidated financials of Opco, the other members of the Opco Group and Opco IT for reviewthe purposes of calculating the Software Technology Services Fee and the Royalty. The auditor for such audit will be Ernst & Young or another internationally recognized auditor agreed to by the parties (Ernst & Young or such other agreed auditor, the “Auditor”), and the Auditor shall generate a reasonably detailed report, sufficient to document the accuracy of the applicable payments and charges made by Opco, the other members of the Opco Group and Opco IT, and any over- or under-payments or charges. The report will be simultaneously provided to Opco, Opco IT and Alibaba. (c) If any audit discloses a shortfall in Royalty payments or Software Technology Services Fee payments made during the period audited, Opco shall pay Alibaba IT such underpaid Royalty or Opco IT such underpaid Software Technology Services Fee promptly thereafter. (d) If any audit discloses that Opco IT overcharged Opco for the Software Technology Services, Alibaba IT shall credit the excess amount against the following year’s Royalty or Opco IT shall credit the excess amount against future Software Technology Services Fee, as agreed by the parties. (e) Each entity’s books and records for any applicable period may be audited or investigated only once, provided that in the event any such audit or investigation reveals an underpayment of Royalty or any miscalculation of the Software Technology Service Fee hereunder, Alibaba or Opco may, in its discretion, conduct one (1) additional audit or investigation of such accounting firm entity’s books and records, according to the procedures set forth in this Section 5.5, in the twelve (12) months following the audit or investigation that revealed the underpayment or miscalculation. For clarity, neither party shall be limited required to disclose to the other, its auditors, pursuant to this Section 5.5, any Source Code, any materials or information protected by attorney client, work product or similar privileges, or any information that the other Person or its auditors or investigators, as the case may be, is not permitted to access pursuant to applicable Law. Before beginning its investigation, the Auditor shall execute a certificate stating whether any report made or invoice or payment submitted confidentiality agreement with Opco that (A) limits the disclosure to Alibaba of information obtained by the Audited Party during such period is accurate firm as part of the audit or inaccurate investigation, to the results of the audit or investigation, the determinations of the firm in connection therewith, and the actual amounts of Development Costs and basis for such determinations, but (B) does not permit the amount disclosure to Alibaba of any Net SalesPersonal Information, milestone any Source Code or royalty discrepancy. No other information shall be provided that Alibaba is not permitted to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently access in accordance with receipt by the Auditing Party. Should such inspection lead this Agreement pursuant to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such reviewLaw.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of ServierKolltan, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its the Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the amount of any payments due and costs incurred to such Party under this Agreement. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** two (2) year period preceding the date of the request for review. The Audited Party shall (and, in the case of Kolltan as the Audited Party, shall cause its Affiliates and Sublicensees to) make its (and their) personnel reasonably available to answer queries reasonably required for such report. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** thirty (30) days after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than [*** ] percent ([**]%) of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.

Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep and maintain (andin conformity with the Accounting Standards), in for a period of [***] following the case end of Serviera Calendar Year, shall cause its Affiliates and Sublicensees to keep) complete, true complete and accurate books records to enable Royalties, Development Costs, and records in accordance with its Accounting Standards in sufficient detail reimbursement for the other Party (the “Auditing Party”) Altus Sales Representatives to determine the payments due and costs incurred under this Agreementbe determined. Each Auditing Party shall have the right, once annually per Calendar Year and not more frequently than once with respect to records covering any specific period of time, at its own expense, to have an independent, certified public accounting firm of nationally recognized standingfirm, selected by the Auditing Party and reasonably acceptable to the Audited Party, other Party review any such records of the Audited Party in the location(s) where such records are maintained by the Audited such Party upon reasonable notice (which shall be no less than [*** *] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments of Royalties or the amounts paid under this Agreement calculation of Development Costs or reimbursement for Altus Sales Representatives within a the [*** period preceding *] as of the date of the request for review. Prior to any review, the independent certified public accounting firm shall have entered into a written agreement with the Party whose records are subject to review limiting the use of such records to verification of the accuracy of payments due under this Agreement and prohibiting the disclosure of any information contained in such records to a Third Party for any purpose and to the other Party for a purpose other than as set forth in this Section 9.14. The report of such accounting PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT. firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party Genentech, or invoice of Development Costs or reimbursement for Altus Sales Representatives by Altus, during such period is accurate or inaccurate and the actual amounts of Royalties due for such period, or actual Development Costs and or appropriate reimbursement to Altus for the amount costs of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Partyits Sales Representatives. The Audited Party whose records are being reviewed shall receive a copy of each such report concurrently with receipt by of the Auditing independent certified public accountant prior to such report being provided to the other Party. Should such inspection lead After review of the certified public accounting firm's report, each Party shall promptly pay any uncontested, understated amounts due to the discovery other Party. In the event of a discrepancy to the Auditing Party’s detrimentdispute regarding such amounts, the Audited one finance representative of each Party shall pay meet and attempt in good faith to resolve any such dispute. Any overpayment made by a Party shall be promptly refunded or fully creditable against amounts payable in subsequent payment periods, at such Party's election. Any review or audit by an independent certified public accounting firm under this Section 9.14 is to be made at the amount expense of the discrepancy within *** after its receipt from Party requesting such review or audit, except that if the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost results of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than reveal that a Party has underpaid or overstated by [*** of the amount due *] for the applicable periodperiod under review, in which case the Audited Party shall pay then the reasonable costs charged audit fees shall be paid by such accounting firm for such reviewthe Party whose records were reviewed.