Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Sales, royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon [***] prior notice, such records shall be open during regular business hours for a period of [***] from the creation of individual records for examination at the auditing Party’s expense, and not more often than [***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under this Agreement. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [***] after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay interest as provided in Section 6.8(c) on such underpayment or overcharge by the audited Party from the original due date(s). (c) The auditing Party shall bear the cost of such audit unless such audit reveals an underpayment or overcharge by the audited Party that resulted from a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was more than [***] ([***]%) of the amount actually due for the audited time period, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs for such audit.

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Salesthe amount of Development and Manufacture costs to be reimbursed, royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon [***] reasonable prior notice, such records shall be open during regular business hours for a period of [***[ * ] from the creation of individual records for examination at the auditing Party’s expense, and not more often than [***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under by or to the audited Party pursuant to this Agreement. Any such Such audits may occur no more often than [ * ]. Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursementrefund, shall be paid or refunded (as the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. case may be) within [***[ * ] after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay plus interest (as provided set forth in Section 6.8(c5.4) on such underpayment or overcharge by the audited Party from the original due date(sdate (unless challenged in good faith by the audited Party). (c) . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment or overcharge by by, the audited Party that resulted from a discrepancy in a the financial report provided by the audited Party hereunderfor the audited period, which underpayment or overcharge was overpayment is more than [***[ * ] ([***]%) of the amount actually due for the audited time periodset forth in such report, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs for such audit.

FINANCIAL RECORDS AND AUDIT. (a) Each Throughout the Term and the [***] year period thereafter, each Party shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Sales, all royalty payments and other amounts payable under this Agreement and to verify the achievement (or non-achievement) of all sales milestone events under this Agreement. Upon at least [***] prior notice, such records shall be open for examination, during regular business hours hours, for a period of [***] Axovant Fiscal Years or Benitec Fiscal Years from the creation end of individual the Axovant Fiscal Year or Benitec Fiscal Year, respectively, to which such records for examination at the auditing Party’s expensepertain, and not more often than [***]once each Axovant Fiscal Year or Benitec Fiscal Year, as applicable, by an independent certified public accountant selected by the auditing one Party and reasonably acceptable to the audited Party other Party, for the sole purpose of verifying for the auditing Party Benitec or Axovant, as applicable, the accuracy of the financial reports and invoices furnished by the audited either Party pursuant to under this Agreement or of any payments made, or required to be made, under by either Party pursuant to this Agreement. Any such auditor The independent certified public accountant shall not disclose to the requesting Party only whether the audited Party’s confidential reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the auditing requesting Party, except to . The requesting Party shall bear the extent full cost of such disclosure is necessary to verify the accuracy of the financial reports furnished audit unless such audit reveals an underpayment by the audited other Party or the amount of payments under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown ] of the amount actually due for any Axovant Fiscal Year or Benitec Fiscal Year, as applicable, being audited, in which case the other Party shall reimburse the requesting Party for the reasonable costs for such audit. A Party shall pay to be owed but unpaid, the other Party any underpayment or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) refund any overcharge discovered by such audit within [***] after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay plus interest (as provided set forth in Section 6.8(c8.8 (Late Payments)) on such underpayment or overcharge by the audited Party from the original due date(s). (c) The auditing Party shall bear date. If the cost of such audit unless such audit reveals an underpayment or overcharge overpayment by the audited Party that resulted from Axovant, then Axovant may take a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was more than [***] ([***]%) of the amount actually due for the audited time period, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs credit for such auditoverpayment against any future payments due to Benitec.

FINANCIAL RECORDS AND AUDIT. (a) Each Throughout the Term and the **** year period thereafter, each Party shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Sales, all royalty payments and other amounts payable under this Agreement and to verify the achievement (or non-achievement) of all sales milestone events under this Agreement. Upon [at least ***] * prior notice, such records shall be open for examination, during regular business hours hours, for a period of [***] * Axovant Fiscal Years or Benitec Fiscal Years from the creation end of individual the Axovant Fiscal Year or Benitec Fiscal Year, respectively, to which such records for examination at the auditing Party’s expensepertain, and not more often than [***]once each Axovant Fiscal Year or Benitec Fiscal Year, as applicable, by an independent certified public accountant selected by the auditing one Party and reasonably acceptable to the audited Party other Party, for the sole purpose of verifying for the auditing Party Benitec or Axovant, as applicable, the accuracy of the financial 44 reports and invoices furnished by the audited either Party pursuant to under this Agreement or of any payments made, or required to be made, under by either Party pursuant to this Agreement. Any such auditor The independent certified public accountant shall not disclose to the requesting Party only whether the audited Party’s confidential reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the auditing requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [***] after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay interest as provided in Section 6.8(c) on such underpayment or overcharge by the audited Party from the original due date(s). (c) The auditing requesting Party shall bear the full cost of such audit unless such audit reveals an underpayment or overcharge by the audited other Party that resulted from a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was of more than [***] ([***]%) of the amount actually due for the audited time periodany Axovant Fiscal Year or Benitec Fiscal Year, as applicable, being audited, in which case the audited other Party shall reimburse the auditing requesting Party for the reasonable out-of-pocket costs for such audit. A Party shall pay to the other Party any underpayment or refund any overcharge discovered by such audit within **** after the accountant’s report, plus interest (as set forth in Section 8.8 (Late Payments)) from the original due date. If the audit reveals an overpayment by Axovant, then Axovant may take a credit for such overpayment against any future payments due to Benitec.

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete keep full, true and accurate records in sufficient detail and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all royalty payments and other amounts due to permit MEI hereunder (including records of Net Sales), Development Costs, U.S. Commercialization Costs, Net Profit or Loss, and the other elements thereof required to prepare the reports or calculate payments required under this Agreement and the Reconciliation Procedures, and any other payments under this Agreement, during the Term and for [*CONFIDENTIAL*] thereafter or such longer period as required by Applicable Laws. Each Party shall have a right to request [*CONFIDENTIAL*] audit of the other Party [*CONFIDENTIAL*] throughout the Term in order to confirm the accuracy of Approved Coststhe foregoing (an “Audit”); provided, Net Salesthat, royalty payments and other amounts payable under this Agreement and to verify such [*CONFIDENTIAL*] audit per Calendar Year limitation shall not apply in the achievement event of all sales milestone events under this Agreementany subsequent “for cause” audit. Upon [***] prior noticethe written request by a Party to Audit the other Party, such records auditing Party shall have the right to engage an independent, internationally recognized accounting firm reasonably acceptable to the other Party and which will be open subject to appropriate written obligations of confidentiality, to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year(s) requested by such auditing Party. The audited Party, shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Audit. The accountants shall deliver a period copy of their findings to each of the Parties within [**CONFIDENTIAL*] from of the creation completion of individual records for examination at the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by a Party shall be paid to the other Party within [*CONFIDENTIAL*] of notification of the results of such Audit. Any overpayments made by a Party shall be refunded by the other Party within [*CONFIDENTIAL*] of notification of the results of such Audit. The cost of the accountants shall be the responsibility of the auditing Party’s expenseParty unless the accountants’ calculation shows that the actual royalties payable, and not Net Sales and/or any other applicable amount Audited hereunder (in the aggregate with respect to the entire period audited) to be different, by more often than [**CONFIDENTIAL*], than the amounts as paid and reported by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under this Agreement. Any such auditor shall not disclose the audited Party’s confidential information period subject to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [***] after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay interest as provided in Section 6.8(c) on such underpayment or overcharge by the audited Party from the original due date(s). (c) The auditing Party shall bear the cost of such audit unless such audit reveals an underpayment or overcharge by the audited Party that resulted from a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was more than [***] ([***]%) of the amount actually due for the audited time periodAudit, in which case the audited Party shall reimburse bear the auditing costs of the accountants. Any information obtained during such audit shall be treated as Confidential Information of the audited Party. In the event that a Party has a good faith basis, which shall be shared with the other Party, for believing that a Sublicensee of such other Party is not accurately reporting Net Sales (and thus that such other Party is not making appropriate royalty payments hereunder), then at the reasonable out-of-pocket costs for inquiring Party’s request, the other Party shall enforce its audit rights with respect to any such Sublicensee and such other Party shall report back to the inquiring Party regarding the outcome of any such audit.

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Salesthe amount of Development and Manufacture costs to be reimbursed, royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon [***] reasonable prior notice, such records shall be open during regular business hours for a period of [***] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than [***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under by or to the audited Party pursuant to this Agreement. Any such Such audits may occur no more often than [*]. Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursementrefund, shall be paid or refunded (as the case may be) within [***] days after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay plus interest (as provided set forth in Section 6.8(c9.6) on such underpayment or overcharge by the audited Party from the original due date(sdate (unless challenged in good faith by the audited Party). (c) . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment or overcharge by by, the audited Party that resulted from a discrepancy in a the financial report provided by the audited Party hereunderfor the audited period, which underpayment or overcharge was overpayment is more than [***] ([***]%) of the amount actually due for the audited time periodset forth in such report, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs for such audit.

FINANCIAL RECORDS AND AUDIT. Sinovant shall (aand shall ensure that its Affiliates and Sublicensees will) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party Angion to confirm the accuracy of Approved Costs, Net Sales, any royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon at least [****] ([****]) days’ prior noticenotice (except in the event of any suspected material breach of a payment obligation under this Agreement), such records shall be open for examination, during regular business hours hours, for a period of [****] ([****]) Calendar Years from the creation end of individual the Calendar Year to which such records for examination at the auditing Party’s expensepertain, and not more often than [***]once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), by an independent certified public accountant selected by the auditing Party Angion and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to the audited Party Sinovant, for the sole purpose of verifying for the auditing Party Angion the accuracy of the financial reports furnished by the audited Party pursuant to Sinovant under this Agreement or of any payments made, or required to be made, under by Sinovant to Angion pursuant to this Agreement. Any such auditor .; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited Party’s confidential reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments under this AgreementAngion. Records for a particular time period No record may not be audited more than [***]. once (b) Any amounts shown to be owed but unpaid, or overpaid and except in need the event of reimbursement, shall be paid or refunded (as the case may be) within [***] after the accountant’s reportany subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay interest as provided in Section 6.8(c) on such underpayment or overcharge by the audited Party from the original due date(s). (c) The auditing Party Angion shall bear the full cost of such audit unless such audit reveals an underpayment or overcharge by the audited Party that resulted from a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was Sinovant of more than [****] ([****]%) of the amount actually due for the audited time periodany Calendar Year being audited, in which case the audited Party Sinovant shall reimburse the auditing Party Angion for the reasonable out-of-pocket documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Reimbursed Costs, Co-Funded Costs, Net Sales, royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon For a period of [***†] years from the creation of individual records, upon reasonable prior notice, such records shall be open made available to the other Party during regular business hours for a period of [***] from the creation of individual records for examination at the auditing Party’s expense, and not more often than [***]once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under this Agreement. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [***†] days after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay interest (as provided set forth in Section 6.8(c8.10) on such underpayment by or overcharge by overpayment to the audited Party from the original due date(s)dates. (c) The auditing Party shall bear the cost of such audit unless such audit reveals an underpayment or overcharge by the audited Party that resulted from a discrepancy in a financial report provided by the audited Party hereunder, which underpayment or overcharge was more than [***] ([***]%) of the amount actually due for the audited time period, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs for such audit.

FINANCIAL RECORDS AND AUDIT. (a) Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of Approved Costs, Net Salesthe amount of Development and Manufacture costs to be reimbursed, royalty payments and other amounts payable under this Agreement and to verify the achievement of all sales milestone events under this Agreement. Upon [***] reasonable prior notice, such records shall be open during regular business hours for a period of [***] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than [***], by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, under by or to the audited Party pursuant to this Agreement. Any such Such audits may occur no more often than [*]. Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for a particular time period may not be audited more than [***]. (b) Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursementrefund, shall be paid or refunded (as the case may be) within [***] days after the accountant’s report. If the audited Party is the Party that is required to make such additional payment or refund, the audited Party shall also pay plus interest (as provided set forth in Section 6.8(c9.6) on such underpayment or overcharge by the audited Party from the original due date(sdate (unless challenged in good faith by the audited Party). (c) . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment or overcharge [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by, the audited Party that resulted from a discrepancy in a the financial report provided by the audited Party hereunderfor the audited period, which underpayment or overcharge was overpayment is more than [***] ([***]%) of the amount actually due for the audited time periodset forth in such report, in which case the audited Party shall reimburse the auditing Party for the reasonable out-of-pocket costs for such audit.