Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. Licensee shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Licensor to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [***] prior notice, such records shall be open for examination, during regular business hours, for a period of [***] from the end of the Fiscal Year to which such records pertain, and [***], by an independent certified public accountant selected by Licensor (which, if not one of the Big 4 accounting firms, shall be reasonably acceptable to Licensee), for the sole purpose of verifying for Licensor the accuracy of the financial reports furnished by Licensee under this Agreement or of any payments made, or required to be made, by Licensee to Licensor pursuant to this Agreement. The independent certified public accountant shall disclose to Licensor only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Licensor. No record may be audited more than once. Licensor shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee of more than the greater of (i) [***] of the amount actually due for any Fiscal Year being audited and (ii) [***], in which case Licensee shall [***] Licensor for the reasonable costs for such audit. Licensee shall pay to Licensor any underpayment discovered by such audit within [***] after the accountant’s report, plus interest (as set forth in Section 7.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Licensee, then Licensee may take a credit for such overpayment against any future payments due to Licensor.

FINANCIAL RECORDS AND AUDIT. Licensee Roivant shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Licensor TheraVida to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [***] prior notice, such records shall be open for examination, during regular business hours, for a period of [***] from the end of the Fiscal Calendar Year to which such records pertain, and not more often than [***], by an independent certified public accountant selected by Licensor (which, if not one of the Big 4 accounting firms, shall be TheraVida and reasonably acceptable to Licensee)Roivant, for the sole purpose of verifying for Licensor TheraVida the accuracy of the financial reports furnished by Licensee Roivant under this Agreement or of any payments made, or required to be made, by Licensee Roivant to Licensor TheraVida pursuant to this Agreement. The independent certified public accountant shall disclose to Licensor TheraVida only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to LicensorTheraVida. No record may be audited more than once. Licensor TheraVida shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee Roivant of more than the greater of (i) [***] of the amount actually due for any Fiscal Calendar Year being audited and (ii) [***]audited, in which case Licensee Roivant shall [***] Licensor reimburse TheraVida for the reasonable costs for such audit. Licensee Roivant shall pay to Licensor TheraVida any underpayment discovered by such audit within [***] after the accountant’s report, plus interest (as set forth in Section 7.7 8.8 (Late Payments)) from the original due date. If the audit reveals an overpayment by LicenseeRoivant, then Licensee Roivant may take a credit for such overpayment against any future payments due to LicensorTheraVida. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

FINANCIAL RECORDS AND AUDIT. Licensee Roivant shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Licensor Eisai to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [***] reasonable prior notice, such records shall be open for examination, examination during regular business hours, hours for a period of [***] from the end termination or expiry of the Fiscal Year to which such records pertainthis Agreement, and [***]at Eisai’s expense, not more often than once each calendar year, by an independent certified public accountant accounting firm selected by Licensor (whichEisai, if not one of the Big 4 accounting firms, shall be reasonably acceptable to Licensee), and for the sole purpose of verifying for Licensor the accuracy of the financial royalty reports furnished by Licensee Roivant under this Agreement or of any royalty payments made, or required to be made, by Licensee to Licensor pursuant to Roivant under this Agreement. The independent certified public accountant Any such accounting firm shall not disclose Roivant’s Confidential Information to Licensor only whether Eisai, except to the audited extent such disclosure is necessary to verify the accuracy of the royalty reports are correct furnished by Roivant or incorrect and the specific details concerning royalty payments under this Agreement. If such audit reveals any discrepanciesunderpayment, Roivant shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. No other information HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential pay such amount within [***] after the date of the accountant’s report, plus interest (as set forth in Section 4.5) from the original due date (unless challenged in good faith by Roivant, in which case any dispute with respect thereto shall be provided resolved in accordance with Section 10.6). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or promptly refunded to LicensorRoivant, if there is no future royalty payment due). No record may be audited more than once. Licensor Eisai shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee Roivant of more than the greater of (i) [***] of the amount actually due for any Fiscal Year being the audited and (ii) [***]time period, in which case Licensee Roivant shall [***] Licensor reimburse Eisai for the reasonable costs for such audit. Licensee shall pay to Licensor any underpayment discovered by such audit within [***] after the accountant’s report, plus interest (as set forth in Section 7.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Licensee, then Licensee may take a credit for such overpayment against any future payments due to Licensor.

FINANCIAL RECORDS AND AUDIT. Licensee shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Licensor to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [***] thirty (30) days’ prior notice, such records shall be open for examination, during regular business hours, for a period of [***] five (5) Fiscal Years from the end of the Fiscal Year to which such records pertain, and [***]not more often than once each Fiscal Year, by an independent certified public accountant selected by Licensor (which, if not one of the Big 4 accounting firms, shall be and reasonably acceptable to Licensee), for the sole purpose of verifying for Licensor the accuracy of the financial reports furnished by Licensee under this Agreement or of any payments made, or required to be made, by Licensee to Licensor pursuant to this Agreement. The independent certified public accountant shall disclose to Licensor only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Licensor. No record may be audited more than once. Licensor shall bear the full cost of such audit unless such audit reveals an underpayment by Licensee of more than the greater of (i) [***] of the amount actually due for any Fiscal Year being audited and (ii) [***]audited, in which case Licensee shall [***] reimburse Licensor for the reasonable costs for such audit. Licensee shall pay to Licensor any underpayment discovered by such audit within [***] thirty (30) days after the accountant’s report, plus interest (as set forth in Section 7.7 7.6 (Late Payments)) from the original due date. If the audit reveals an overpayment by Licensee, then Licensee may take a credit for such overpayment against any future payments due to Licensor.