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

Books and Records; Audit Rights. (a) Junshi will have the right to engage, at its own cost and expense, subject to this Section 8.6 (Books and Records; Audit Rights), an independent nationally recognized public accounting firm in the United States chosen by Junshi and reasonably acceptable to Coherus (which accounting firm will not be the external auditor of Junshi, will not have been hired or paid on a contingency basis, and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Coherus for the purposes of confirming Coherus’ compliance with the payment provisions of this Agreement. (b) The CPA Firm will be given access to and will be permitted to examine such books and records of Coherus as it will reasonably request, upon 30 days’ prior written notice having been given by Junshi, during regular business hours, for the sole purpose of determining compliance with the payment provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to Coherus with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi or any Third Party any information labeled by Coherus as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (c) Junshi and Coherus will be entitled to receive a full written report of the CPA Firm with respect to its findings and Junshi will provide, without condition or qualification, Coherus with a copy of the report, or other summary of findings, prepared by such CPA Firm promptly following Junshi’s receipt of same. In the event of any dispute between Junshi and Coherus regarding the findings of any such inspection or audit, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within 30 days after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve the dispute, and such accounting firm’s determination will be binding on both Parties, absent manifest error by such accounting firm. (d) Within 45 days after completion of the CPA Firm’s audit, Coherus will pay to Junshi any deficiency in the payment amount determined by the CPA Firm plus interest pursuant to Section 8.8 (Late Payments). If the report of the CPA Firm shows that Coherus underpaid Junshi by more than 7.5% of the amount due for any Calendar Quarter and such amount ​ ​ ​ was more than $50,000, then Coherus must pay for the amount charged by the CPA Firm to conduct such audit together with the amount of such deficiency and interest. If the report of the CPA Firm shows that Coherus overpaid, then Coherus will be entitled to off-set such overpayment against any Royalty then owed to Junshi. If no royalty is then owed to Junshi, then Junshi will remit such overpayment to Coherus. (e) Junshi’s exercise of its audit rights under this Section 8.6 (Books and Records; Audit Rights) may not (i) be conducted for any Calendar Quarter more than three years after the end of such Calendar Quarter to which such books and records pertain, (ii) be conducted more than once in any 12 month period (unless a previous audit during such 12 month period revealed a material underpayment with respect to such period), or (iii) be repeated for any Calendar Quarter previously audited. (f) Coherus will ensure that it has the right to engage a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities of the Sublicensees and Sublicensee’s compliance with the terms of this Agreement. Coherus will provide, without condition or qualification, to Junshi with a copy of the report, or other summary of findings (redacted for any materials unrelated to the confirming Coherus’ compliance with the payment provisions of this Agreement), prepared by any such CPA Firm in connection with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​

Books and Records; Audit Rights. Huadong shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Adjusted Net Sales and payments required by Sections 6.4 and 6.5 in accordance with China GAAP and the internal policies and procedures of Huadong; provided, that at vTv’s reasonable request and at vTv’s sole cost and expense, Huadong shall prepare a conversion of the records in accordance with the International Financial Reporting Standards (a) Junshi will IFRS). vTv shall have the right to engageright, once annually at its own cost and expense, subject to this Section 8.6 (Books and Records; Audit Rights)have an independent, an independent nationally recognized certified public accounting firm firm, selected by vTv and approved by Huadong in its reasonable discretion, review any such records of Huadong in the United States chosen location(s) where such records are maintained by Junshi and reasonably acceptable to Coherus Huadong upon reasonable notice (which accounting firm will not shall be the external auditor of Junshi, will not have been hired or paid on a contingency basis, no less than [***]days prior notice) and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Coherus for the purposes of confirming Coherus’ compliance with the payment provisions of this Agreement. (b) The CPA Firm will be given access to and will be permitted to examine such books and records of Coherus as it will reasonably request, upon 30 days’ prior written notice having been given by Junshi, during regular business hourshours and under obligations of strict confidence, for the sole purpose of determining compliance with verifying the payment provisions basis and accuracy of this Agreementpayments made under Sections 6.4 and 6.5 within the [***] month period preceding the date of the request for review. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to Coherus with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi or any Third Party any information labeled by Coherus as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (c) Junshi and Coherus will be entitled to receive a full written The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Huadong during such period is accurate or inaccurate and the CPA Firm with respect to its findings actual amounts of Net Sales, and Junshi will providesales milestones and royalties due, without condition or qualification, Coherus with for such period. Huadong shall receive a copy of each such report concurrently with receipt by vTv (“First Audit”). Should such inspection lead to the discovery of a discrepancy to vTv’s detriment, and only to the extent that Huadong agrees with and accepts such conclusion under the First Audit, Huadong shall pay within [***] Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.11. If Huadong does not agree with the conclusion of such report, or other summary of findings, prepared by such CPA Firm promptly following Junshi’s receipt of same. In the event of any dispute between Junshi and Coherus regarding the findings of any such inspection or audit, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within 30 days after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve the dispute, and such vTv shall engage another accounting firm, selected by Huadong and approved by vTv in its reasonable discretion, at Huadong’s determination will be binding on both Parties, absent manifest error by such accounting firm. expense to conduct the audit in accordance with Section 6.7 (d) Within 45 days after completion of the CPA Firm’s audit, Coherus will pay to Junshi any deficiency in the payment amount determined by the CPA Firm plus interest pursuant to Section 8.8 (Late Payments“Second Audit”). If the report conclusion of the CPA Firm shows that Coherus underpaid Junshi by more First Audit is consistent with the conclusion of the Second Audit, Huadong shall pay within [***] Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.11. If the conclusion of the First Audit is not consistent with the conclusion of the Second Audit, the matter shall be referred to arbitration in accordance with Section 12.2(b). vTv shall pay the full cost of the review unless the underpayment of sales milestones or royalties is greater than 7.5% [***] of the amount due for any applicable Calendar Quarter and such amount ​ ​ ​ was more than $50,000Year, then Coherus must in which case Huadong shall pay for the amount reasonable cost charged by the CPA Firm to conduct such audit together with the amount of accounting firm for such deficiency and interestreview. If the report of the CPA Firm shows that Coherus overpaid, then Coherus will Any overpayment by Huadong revealed by an examination shall be entitled to off-set such overpayment fully creditable against any Royalty then owed to Junshi. If no royalty is then owed to Junshi, then Junshi will remit such overpayment to Coherusfuture Payments. (e) Junshi’s exercise of its audit rights under this Section 8.6 (Books and Records; Audit Rights) may not (i) be conducted for any Calendar Quarter more than three years after the end of such Calendar Quarter to which such books and records pertain, (ii) be conducted more than once in any 12 month period (unless a previous audit during such 12 month period revealed a material underpayment with respect to such period), or (iii) be repeated for any Calendar Quarter previously audited. (f) Coherus will ensure that it has the right to engage a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities of the Sublicensees and Sublicensee’s compliance with the terms of this Agreement. Coherus will provide, without condition or qualification, to Junshi with a copy of the report, or other summary of findings (redacted for any materials unrelated to the confirming Coherus’ compliance with the payment provisions of this Agreement), prepared by any such CPA Firm in connection with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​

Books and Records; Audit Rights. (a) Junshi HFB will have the right to engage, at its own cost and expense, subject to this Section 8.6 8.7 (Books and Records; Audit Rights), an independent nationally recognized public accounting firm in the United States chosen by Junshi HFB and reasonably acceptable to Coherus FibroGen (which accounting firm will not be the external auditor of JunshiHFB, will not have been hired or paid on a contingency basis, and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Coherus FibroGen for the purposes of confirming Coherus’ FibroGen’s compliance with the payment provisions of this Agreement. (b) The CPA Firm will be given access to and will be permitted to examine such books and records of Coherus FibroGen as it will reasonably request, upon 30 days’ [*] prior written notice having been given by JunshiHFB, during regular business hours, for the sole purpose of determining compliance with the payment provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. acceptable to Coherus FibroGen with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi HFB or any Third Party any information labeled by Coherus FibroGen as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (c) Junshi HFB and Coherus FibroGen will be entitled to receive a full written report of the CPA Firm with respect to its findings and Junshi HFB will provide, without condition or qualification, Coherus FibroGen with a copy of the report, or other summary of findings, prepared by such CPA Firm promptly following JunshiHFB’s receipt of same. No other information will be provided to HFB. In the event of any dispute between Junshi HFB and Coherus FibroGen regarding the findings of any such inspection or audit, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within 30 days [*] after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third [*] internationally recognized independent certified public accounting firm which will resolve the dispute, and such accounting firm’s determination will be binding on both Parties, absent manifest error by such accounting firm. (d) Within 45 days [*] after completion of the CPA Firm’s audit, Coherus FibroGen will pay to Junshi HFB any deficiency in the payment amount determined by the CPA Firm plus interest and, if the deficiency is at least [*] of the total payment amount, then FibroGen shall pay all costs and expenses associated with the CPA Firm’s audit and any dispute thereof pursuant to Section 8.8 8.7(c) (Late PaymentsBooks and Records; Audit Rights). If the report of the CPA Firm shows that Coherus underpaid Junshi by more than 7.5% of the amount due for any Calendar Quarter and such amount ​ ​ ​ was more than $50,000, then Coherus must pay for the amount charged by the CPA Firm to conduct such audit together with the amount of such deficiency and interest. If the report of the CPA Firm shows that Coherus FibroGen overpaid, then Coherus FibroGen will be entitled to off-set such overpayment against any Royalty then owed to JunshiHFB. If no royalty Royalty is then owed to JunshiHFB, then Junshi HFB will remit such overpayment to CoherusFibroGen. (e) JunshiHFB’s exercise of its audit rights under this Section 8.6 8.7 (Books and Records; Audit Rights) may not (i) be conducted for any Calendar Quarter more than three years [*] after the end of such Calendar Quarter to which such books and records pertain, (ii) be conducted more than once [*] in any 12 month a Calendar Year period (unless a previous audit during such 12 month period revealed a material underpayment with respect to such period), or (iii) be repeated for any Calendar Quarter previously audited[*]. (f) Coherus will ensure that it has the right to engage a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities of the Sublicensees and Sublicensee’s compliance with the terms of this Agreement. Coherus will provide, without condition or qualification, to Junshi with a copy of the report, or other summary of findings (redacted for any materials unrelated to the confirming Coherus’ compliance with the payment provisions of this Agreement), prepared by any such CPA Firm in connection with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​

Books and Records; Audit Rights. (a) Junshi will have Buyer shall keep true and complete books of accounts and other records in sufficient detail in accordance with GAAP so that the right to engageSales Milestones, Royalty, and Additional Ex-U.S. Consideration payable hereunder can be properly ascertained. Buyer shall, at the written request of Seller, permit an independent certified public accountant selected by Seller that is not Seller’s or its own cost and expense, subject to this Section 8.6 Affiliates’ auditor (Books and Records; Audit Rights“Seller’s Auditor”), an independent nationally recognized public accounting firm in the United States chosen by Junshi and reasonably acceptable to Coherus (which accounting firm will not be the external auditor of Junshi, will not have been hired or paid on a contingency basis, and will have experience auditing pharmaceutical companies) (a “CPA Firm”) access during ordinary business hours to conduct an audit of Coherus for the purposes of confirming Coherus’ compliance with the payment provisions of this Agreement. (b) The CPA Firm will be given access to and will be permitted to examine such books and records as may be reasonably necessary to determine the correctness of Coherus as it any Sales Milestones, Royalty, or Additional Ex-U.S. Consideration made or to be made under this Agreement, which books and records shall only be used for such purpose. Seller’s Auditor will reasonably request, upon 30 days’ prior execute a reasonable written notice having been given by Junshi, during regular business hours, for confidentiality agreement with Buyer and will disclose to Seller only the sole purpose amount and accuracy of determining compliance with the payment provisions of payments reported and actually paid or otherwise payable under this Agreement. Prior to any such examination taking place, the CPA Firm Seller’s Auditor will enter into a confidentiality agreement reasonably acceptable to Coherus with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi or any Third Party any information labeled by Coherus as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (c) Junshi and Coherus will be entitled to receive a full written report of the CPA Firm with respect to its findings and Junshi will provide, without condition or qualification, Coherus with send a copy of the reportreport to Buyer at the same time it is sent to Seller. The report sent to Buyer will also include the methodology and calculations used to determine the results. Such examination shall be conducted (i) after at least [***] prior written notice from Seller, (ii) at the facility(ies) where such books and records are maintained, (iii) without significant disruption to operations of Buyer, and (iv) no more frequently than once in any Calendar Year, unless a prior discrepancy existed from an audit previously conducted for such year, provided, that no more than one additional audit shall be conducted in such Calendar Year. Seller shall be responsible for expenses of Seller’s Auditor, except that Buyer shall reimburse Seller for the cost of any audit if Seller’s Auditor determines any Sales Milestones, Royalty, or other summary Additional Ex-U.S. Consideration paid by Buyer to Seller is less than [***] of findings, prepared by such CPA Firm promptly following Junshi’s receipt the amount actually owed for the period of samethe audit. In the event of any a dispute between Junshi and Coherus regarding over the findings results of any such inspection or auditaudit conducted by Seller’s Auditor pursuant to this Section 3.1.2(g), the Parties will initially attempt Seller and Buyer shall work in good faith to resolve the dispute amicably between themselves, and if such dispute. If the Parties are unable to resolve reach a mutually acceptable resolution of any such dispute within 30 days after delivery [***], the dispute shall be submitted for resolution to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent a certified public accounting firm (other than the CPA Firm), and the two firms chosen jointly selected by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve or to such other Person as the dispute, and such accounting firm’s determination will be binding on both Parties shall mutually agree (the “Parties, absent manifest error by such accounting firm. (d) Within 45 days after completion ’ Auditor”). The decision of the CPA FirmParties’ Auditor shall be final and the fees and costs of the Parties’ Auditor shall be borne by Buyer to the extent the Parties’ Auditor’s auditfindings are within a difference of [***] of the findings of Seller’s Auditor, Coherus will pay to Junshi any deficiency in or otherwise shall be split equally between the payment amount determined by the CPA Firm plus interest pursuant to Section 8.8 (Late Payments)Parties. If the report of Parties’ Auditor concludes that either additional amounts were owed to Seller or excess payments were paid to Seller, Buyer shall pay the CPA Firm shows that Coherus underpaid Junshi by more than 7.5% of additional amounts, or Seller shall reimburse Buyer for such excess payments, as applicable, in either case, within [***] after the amount due for any Calendar Quarter and such amount ​ ​ ​ was more than $50,000, then Coherus must pay for date on which the amount charged by the CPA Firm to conduct such audit together with the amount conclusions of such deficiency and interest. If the report of the CPA Firm shows that Coherus overpaid, then Coherus will be entitled to off-set such overpayment against any Royalty then owed to Junshi. If no royalty is then owed to Junshi, then Junshi will remit such overpayment to Coherus. (e) Junshi’s exercise of its audit rights under this Section 8.6 (Books and Records; Audit Rights) may not (i) be conducted for any Calendar Quarter more than three years after the end of such Calendar Quarter to which such books and records pertain, (ii) be conducted more than once in any 12 month period (unless a previous audit during such 12 month period revealed a material underpayment with respect to such period), or (iii) be repeated for any Calendar Quarter previously audited. (f) Coherus will ensure that it has the right to engage a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities of the Sublicensees and Sublicensee’s compliance with the terms of this Agreement. Coherus will provide, without condition or qualification, to Junshi with a copy of the report, or other summary of findings (redacted for any materials unrelated dispute proceeding are provided to the confirming Coherus’ compliance with Parties, by wire transfer of immediately available funds to the payment provisions of this Agreement)account or accounts designated in writing by Seller or Buyer, prepared by any such CPA Firm in connection with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​as applicable.

Books and Records; Audit Rights. (a) Junshi Licensor will have the right to engage, at its own cost and expense, subject to this Section 8.6 (Books and Records; Audit Rights), an independent nationally recognized public accounting firm in the United States chosen by Junshi and reasonably acceptable to Coherus [***] (which accounting firm will not be the external auditor of JunshiLicensor, will not have been hired or paid on a contingency basis, basis and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Coherus EQRx for the purposes of confirming Coherus’ EQRx’s compliance with the payment provisions of this Agreement. (b) The CPA Firm will be given access to and will be permitted to examine such books and records of Coherus EQRx as it will reasonably request, upon 30 days’ [***] prior written notice having been given by JunshiLicensor, during regular business hours, for the sole purpose of determining compliance with the payment provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to Coherus EQRx with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi Licensor or any Third Party any information labeled by Coherus EQRx as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (c) Junshi Licensor and Coherus EQRx will be entitled to receive a full written report of the CPA Firm with respect to its findings and Junshi Licensor will provide, without condition or qualification, Coherus EQRx with a copy of the report, or other summary of findings, prepared by such CPA Firm promptly following JunshiLicensor’s receipt of same. In the event of any dispute between Junshi Licensor and Coherus EQRx regarding the findings of any such inspection or audit, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within 30 days [***] after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve the dispute, and such accounting firm’s determination will be binding on both Parties, absent manifest error by such accounting firm. (d) Within 45 days [***] after completion of the CPA Firm’s audit, Coherus EQRx will pay to Junshi Licensor any deficiency in the payment amount determined by the CPA Firm plus interest pursuant to Section 8.8 (Late Payments)Firm. If the report of the CPA Firm shows that Coherus underpaid Junshi by more than 7.5% of the amount due for any Calendar Quarter and such amount ​ ​ ​ was more than $50,000, then Coherus must pay for the amount charged by the CPA Firm to conduct such audit together with the amount of such deficiency and interest. If the report of the CPA Firm shows that Coherus EQRx overpaid, then Coherus EQRx will be entitled to off-set such overpayment against any Net Sales Royalty then owed to JunshiLicensor. If no royalty is then owed to JunshiLicensor, then Junshi Licensor will remit such overpayment to Coherus.EQRx. If the report of the CPA Firm shows a discrepancy between the amount of the royalty to which Licensor is entitled and the Net Sales Royalty amount reflected by EQRx in the Net Sales Statement in Licensor’s favor, then in addition to the payment of the shortfall in the Net Sales Royalty amount, and if such discrepancy exceeds [***] (e) JunshiLicensor’s exercise of its audit rights under this Section 8.6 (Books and Records; Audit Rights) may not (iA) be conducted for any Calendar Quarter [***] more than three years [***] after the end of such Calendar Quarter [***] to which such books and records pertain, (iiB) be conducted more than once in any 12 month period (unless a previous audit during such 12 month period revealed a material underpayment with respect to such period), [***] or (iiiC) be repeated for any Calendar Quarter previously audited. (f) Coherus will ensure that it has the right to engage a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities of the Sublicensees and Sublicensee’s compliance with the terms of this Agreement. Coherus will provide, without condition or qualification, to Junshi with a copy of the report, or other summary of findings (redacted for any materials unrelated to the confirming Coherus’ compliance with the payment provisions of this Agreement), prepared by any such CPA Firm in connection with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​[***]

Books and Records; Audit Rights. (a) Junshi will have Purchaser and the right other members of the Purchaser Group shall each maintain (and cause to engagebe maintained) complete and accurate books and records, at its own cost in accordance with International Financial Reporting Standards, for the purpose of supporting and expensedocumenting the Alipay Royalty, subject to this Section 8.6 (Books New FIG Royalty and Records; Audit Rights), an independent nationally recognized public accounting firm in the United States chosen by Junshi and reasonably acceptable to Coherus (which accounting firm will not be the external auditor of Junshi, will not have been hired or paid on a contingency basisSoftware Technology Services Fee payable hereunder, and will have experience auditing pharmaceutical companies) (a “CPA Firm”) as otherwise reasonably necessary to conduct an audit of Coherus for the purposes of confirming Coherus’ confirm Purchaser’s and Payor’s compliance with the payment provisions terms and conditions of this AgreementAmended IPLA. 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 been made. The relevant books and records of the Purchaser Group will be open for inspection and audit during such three (3) year period for the purpose of verifying the accuracy of the payments and charges made hereunder. (b) Upon reasonable advance written request of Alibaba to Purchaser, the Parties shall conduct, no more than once per fiscal year a joint audit of the consolidated financials of Purchaser and the other members of the Purchaser Group for the purposes of calculating the Alipay Royalty, New FIG Royalty and Software Technology Services Fee. The CPA Firm auditor for such audit will be given access 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 Purchaser or the Payor, and any over- or under-payments or charges. The report will be permitted simultaneously provided to examine such books Purchaser and records of Coherus as it will reasonably request, upon 30 days’ prior written notice having been given by Junshi, during regular business hours, for the sole purpose of determining compliance with the payment provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to Coherus with respect to the Know-How to which they are given access and will not contain in its report or otherwise disclose to Junshi or any Third Party any information labeled by Coherus as being confidential customer information regarding pricing or other competitively sensitive proprietary informationAlibaba. (c) Junshi If any audit discloses a shortfall in Alipay Royalty, New FIG Royalty and Coherus will be entitled Software Technology Services Fee payments made during the period audited, Purchaser or the Payor shall pay (subject to receive a full written report of the CPA Firm with respect to its findings and Junshi will provide, without condition Section 5.3) Alibaba IT (A50) or qualification, Coherus with a copy of the report, or other summary of findings, prepared Alibaba (as directed by Alibaba) such CPA Firm underpaid amounts promptly following Junshi’s receipt of same. In the event of any dispute between Junshi and Coherus regarding the findings of any such inspection or audit, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within 30 days after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve the dispute, and such accounting firm’s determination will be binding on both Parties, absent manifest error by such accounting firmthereafter. (d) Within 45 days after completion of If any audit discloses that Purchaser or the CPA FirmPayor overpaid the Alipay Royalty, New FIG Royalty and Software Technology Services Fee during the period audited, Alibaba IT (A50) or Alibaba shall credit (subject to Section 5.3) the excess amount against the following year’s auditAlipay Royalty, Coherus will pay to Junshi any deficiency New FIG Royalty and Software Technology Services Fee, as agreed by the parties, or in the payment amount determined by the CPA Firm plus interest pursuant to Section 8.8 (Late Payments). If the report of the CPA Firm shows that Coherus underpaid Junshi by more than 7.5% of the amount due for any Calendar Quarter and event this Amended IPLA has terminated, shall refund such amount ​ ​ ​ was more than $50,000, then Coherus must pay for the amount charged by the CPA Firm to conduct such audit together with the amount of such deficiency and interest. If the report of the CPA Firm shows that Coherus overpaid, then Coherus will be entitled to off-set such overpayment against any Royalty then owed to Junshi. If no royalty is then owed to Junshi, then Junshi will remit such overpayment to Coherusexcess amount. (e) JunshiEach entity’s exercise of its audit rights under this Section 8.6 (Books and Records; Audit Rights) may not (i) be conducted for any Calendar Quarter more than three years after the end of such Calendar Quarter to which such books and records pertainfor any applicable period may be audited or investigated only once, provided that in the event any such audit or investigation reveals an underpayment of Alipay Royalty, New FIG Royalty and/or Software Technology Services Fee hereunder, Alibaba or Purchaser may, in its discretion, conduct one (ii1) additional audit or investigation of such 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 nor its Subsidiaries shall be conducted more than once in any 12 month period (unless a previous audit during such 12 month period revealed a material underpayment with respect required to such period)disclose to the other, or (iii) be repeated for its auditors, pursuant to this Section 5.5, any Calendar Quarter previously audited. (f) Coherus will ensure Source Code, any materials or information protected by attorney client, work product or similar privileges, or any information that it has the right other Person or its auditors or investigators, as the case may be, is not permitted to engage access pursuant to applicable Law. Before beginning its investigation, the Auditor shall execute a CPA Firm to conduct an audit of Sublicensees for the purposes of confirming Coherus’ ability to pay amounts due to Coherus under this Agreement based upon activities confidentiality agreement with Purchaser or other applicable members of the Sublicensees and Sublicensee’s compliance with Purchaser Group that (A) limits the terms disclosure to Alibaba IT (A50) or Alibaba of this Agreement. Coherus will provide, without condition information obtained by the firm as part of the audit or qualificationinvestigation, to Junshi with a copy the results of the reportaudit or investigation, or other summary the determinations of findings (redacted for any materials unrelated to the confirming Coherus’ compliance with the payment provisions of this Agreement), prepared by any such CPA Firm firm in connection therewith, and the basis for such determinations, but (B) does not permit the disclosure to Alibaba IT (A50) or Alibaba of any Personal Information, any Source Code or information that Alibaba IT (A50) or Alibaba is not permitted to access in accordance with an audit of a Sublicensee promptly following Coherus’ receipt of same. ​this Amended IPLA pursuant to applicable Law.