Common use of Financial Records and Audits Clause in Contracts

Financial Records and Audits. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each Party shall maintain keep accurate and complete and accurate records in sufficient detail of all financial information needed to permit the other calculate Net Sales and/or any payments due to such Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior noticeEach Party shall retain all records relating to Net Sales and/or any payments made to such Party during the [***] preceding calendar years. During the Royalty Term applicable to a Party and for [***] thereafter, at the other Party’s written request, such records shall be open made available for inspection, review and audit, during regular normal business hours for a period of three years from and with reasonable advance notice to the creation of individual records for examination audited Party, by an independent certified public accountant selected appointed by the examining auditing Party and reasonably acceptable to the other audited Party for the sole purpose of verifying for the examining Party the accuracy of the financial audited Party’s reports furnished by the other Party (the “Examined Party”) and payments related to or based on Net Sales pursuant to this Agreement and reporting to the auditing Party the findings (but not the underlying data) of said examination of records as are necessary to evidence whether or not the audited Party has complied with its payment and other financial obligations related to or based on Net Sales under this Article 5 and the extent of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year. Such auditor shall not disclose the Examined inaccuracy bearing on a Party’s Confidential Information payment obligations hereunder. A copy of any report provided to the examining auditing Party or to any Third Party, except by the accountant shall be given concurrently to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreementaudited Party. The Examined auditing Party will pay may perform such an audit no more than [***]. The auditing Party shall be responsible for all costs and expenses incurred in performing any amounts shown to be owed to such audit unless the examining Party but unpaid within audit discloses at least a [***] after shortfall, in which case the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. The examining audited Party shall bear the full cost of the audit. If any such audit unless such audit examination reveals an underpayment of royalties or that any Commercialization milestone payment contemplated in Section 5.3 was achieved by the Examined corresponding milestone payment was not paid, then the audited Party of more than shall promptly, and in any event within [***] Business Days following delivery of such audit report, pay the amount of the underpayment or the unpaid [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. milestone payment to the other Party, together with interest on the amount actually due for owing calculated at a rate of [***] per annum form the time period being auditeddate on which the amount owing was to be paid until the date of payment in full. If said examination of records reveals any overpayment of royalties, in which case then the Examined auditing Party shall reimburse credit the examining amount overpaid against the audited Party’s future royalty payment(s). Notwithstanding the foregoing, if the audited Party disputes the findings of such examination in good faith, the audited Party may notify the auditing Party in writing and the matter shall be resolved in accordance with the dispute resolution procedure set forth in Section 11.7. The time for making any relevant payments due under this Section 5.11.2 shall be tolled during the costs for pendency of any such auditdispute resolution, provided, that interest on any amount determined to be owing shall in any event accrue from the date on which such amount was to be paid.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments Royalty Payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall will be open during regular business hours for a period of three years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each per Calendar YearYear during the Term or once during the three year period after the expiration or termination of this Agreement, (b) conducted for any Calendar Year more than three years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] 30 days after the accountant’s report, plus interest (as set forth in Section 9.710.10 (Late Payments)) from the original due date. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] 5% of the amount actually due for the time period being audited, in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall will be open during regular business hours for a period of three years [***] from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each [***] during the Term or [***] after the expiration or termination of this Agreement, (b) conducted for any Calendar YearYear [***] after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.710.10 (Late Payments)) from the original due date. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited], in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall will be open during regular business hours for a period of three years [****] from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each [****] during the Term or [****] after the expiration or termination of this Agreement, (b) conducted for any Calendar YearYear [****] after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [****] after the accountant’s report, plus interest (as set forth in Section 9.710.10 (Late Payments)) from the original due date. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited*], in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each Party shall maintain complete keep full, true, and accurate books of account regarding the Development work conducted by (or on behalf of) such Party hereunder and of all revenues, costs and expenses received or incurred in relation to SOWs or the conduct thereof under each applicable Sponsor Project Agreement, as needed to calculate amounts reimbursable hereunder or the Net Profits or net revenues (as contemplated in Section 5.2) resulting from each SOW, for at least seven years after the creation of such records. Such records shall include all particulars reasonably necessary for the purpose of supporting the charges for Development work provided under this Agreement and the calculation of Net Profit and net revenues. At the expense of the Party, except as specified below, each Party has the right during the term to engage an independent public accountant to perform, on behalf of such Party, an audit, conducted in sufficient detail to permit accordance with United States Generally Accepted Accounting Principles (US GAAP), of such books and records of the other Party reasonably necessary for the independent public accountant to confirm support the accuracy of charges for the audited Party’s Development work, or the amount of royalty payments and other amounts payable under this AgreementNet Profits or net revenues (as applicable). Upon reasonable prior notice, Any such records audit shall be open conducted upon at least thirty (30) days’ prior written notice from the auditing Party to the other Party and shall be conducted during regular business hours for in such a manner as to not unnecessarily interfere with the auditing Party’s normal business activities. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of three years from time. All information, data, documents and abstracts herein referred to shall be used only for the creation purpose of individual records for examination by an independent certified public accountant selected by verifying the examining specific amounts (cost of Development work, or Net Profits, as applicable) consistent with the terms of this Agreement and shall be treated as the Confidential Information of the audited Party and subject to the confidentiality obligations of this Agreement. As a condition to such audit, such auditor shall have executed a confidentiality agreement reasonably acceptable to the audited Party regarding non-disclosure, non-use, and safeguarding of such information, data, documents and abstracts. Audit results shall be shared by QIAGEN and HTG. If the audit reveals that the audited Party has not complied with the applicable financial provisions of this Agreement, the audited Party shall compensate the other Party, within thirty (30) days of the audit report, for any amounts needed to come into compliance, and if such compensation exceeds 5% of the amount actually owed, then the audited Party also will reimburse the other Party for the sole purpose of verifying for the examining Party the accuracy reasonable fees of the financial reports furnished by accountant that performed the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party or its designee to confirm the accuracy of the amount of royalty payments Royalty Payments and other amounts payable under this Agreement. Upon reasonable at least [***] days’ prior written notice, such records shall will be open during regular business hours for a period of three [***] years (or such longer period as may be required under any applicable statute of limitations for applicable Taxes or by Applicable Law) from the creation of individual records for examination by an independent certified public accountant “Big Four” (or equivalent) accounting firm selected by the examining Party and reasonably acceptable to the other Party or its designee for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each per [***] during the Term or once during the [***] year period after the expiration or termination of this Agreement, (b) conducted for any Calendar YearYear more than [***] years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.710.10 (Late Payments)) from the original due date. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] ]% of the amount actually due for the time period being audited, in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination. To the extent that an audit hereunder reveals an overpayment by the Examined Party to the examining Party, the Examined Party may credit such overpayment against amounts due to the examining Party under this Agreement.

Financial Records and Audits. Each Party shall will, and will require its Sublicensees and Subcontractors to, maintain complete and accurate records in accordance with such Party’s Accounting Standards in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other any amounts payable under this AgreementAgreement for at least the preceding [***], including (as applicable) any Eligible Cross-Territory Development Costs, Milestone Payments, Royalties, and sales of the Licensed Products (including all calculations of Net Sales). Upon reasonable prior notice, each Party agrees to permit such records shall to be open during regular business hours for a period of three years from the creation of individual records for examination by an independent certified public accountant selected by the examining auditing Party and reasonably acceptable to the other audited Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other audited Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, the audited Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 12 (Confidentiality). Such audits shall audit will not occur be (a) performed more often frequently than once [***], or (b) repeated for any Calendar Year or with respect to the same set of records (in each Calendar Yearcase, except for cause). Such auditor shall will not disclose the Examined audited Party’s Confidential Information to the examining auditing Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined audited Party or the amount of payments by the Examined audited Party under this Agreement. The Examined audited Party will pay any amounts shown to be owed to the examining auditing Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.79.11 (Late Payments; Disputed Payments)) from the original due datedate solely if the audited Party is responsible for the discrepancy. If such examination of records reveals any overpayment by Xxxxx, then Otsuka will reimburse Ionis for the amount overpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.11 (Late Payments; Disputed Payments)) from the original due date [***]. If such examination of records reveals any overpayment by Otsuka, then [***]. The examining auditing Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined audited Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined audited Party shall will reimburse the examining auditing Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each During the Term and for [***] thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year[***]. Such auditor shall not disclose the Examined Party’s THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 30 EXHIBIT 10.15 CONFIDENTIAL Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.79.6) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each During the Term and for [***] thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year[***]. Such auditor shall not disclose the Examined Party’s CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 30 EXHIBIT 10.15 CONFIDENTIAL Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.79.6) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party or its designee to confirm the accuracy of the amount of royalty payments ​ ​ Royalty Payments and other amounts payable under this Agreement. Upon reasonable at least [***] days’ prior written notice, such records shall will be open during regular business hours for a period of three [***] years (or such longer period as may be required under any applicable statute of limitations for applicable Taxes or by Applicable Law) from the creation of individual records for examination by an independent certified public accountant “Big Four” (or equivalent) accounting firm selected by the examining Party and reasonably acceptable to the other Party or its designee for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each per [***] during the Term or once during the [***] year period after the expiration or termination of this Agreement, (b) conducted for any Calendar YearYear more than [***] years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.710.10 (Late Payments)) from the original due date. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] ]% of the amount actually due for the time period being audited, in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination. To the extent that an audit hereunder reveals an overpayment by the Examined Party to the examining Party, the Examined Party may credit such overpayment against amounts due to the examining Party under this Agreement.

Financial Records and Audits. Each Party shall maintain keep accurate and complete and accurate records in sufficient detail of all financial information needed to permit the other calculate Net Sales and/or any payments due to such Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior noticeEach Party shall retain all records relating to Net Sales and/or any payments made to such Party during the [**] preceding calendar years. During the Royalty Term applicable to a Party and for [**] thereafter, at the other Party’s written request, such records shall be open made available for inspection, review and audit, during regular normal business hours for a period of three years from and with reasonable advance notice to the creation of individual records for examination audited Party, by an independent certified public accountant selected appointed by the examining auditing Party and reasonably acceptable to the other audited Party for the sole purpose of verifying for the examining Party the accuracy of the financial audited Party’s reports furnished by the other Party (the “Examined Party”) and payments related to or based on Net Sales pursuant to this Agreement and reporting to the auditing Party the findings (but not the underlying data) of said examination of records as are necessary to evidence whether or not the audited Party has complied with its payment and other financial obligations related to or based on Net Sales under this Article 5 and the extent of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year. Such auditor shall not disclose the Examined inaccuracy bearing on a Party’s Confidential Information payment obligations hereunder. A copy of any report provided to the examining auditing Party or to any Third Party, except by the accountant shall be given concurrently to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreementaudited Party. The Examined auditing Party will pay any amounts shown to be owed to the examining Party but unpaid within may perform such an audit no more than [**]. The auditing Party shall be responsible for all costs and expenses incurred in performing any such audit unless the audit discloses at least a [**] after shortfall, in which case the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date. The examining audited Party shall bear the full cost of the audit. If any such audit unless such audit examination reveals an underpayment of royalties or that any Commercialization milestone payment contemplated in Section 5.3 was achieved by the Examined corresponding milestone payment was not paid, then the audited Party of more than shall promptly, and in any event within [**] Business Days following delivery of such audit report, pay the amount of the underpayment or the unpaid milestone payment to the other Party, together with interest on the amount owing calculated at a rate of [**] of per annum form the date on which the amount actually due for owing was to be paid until the time period being auditeddate of payment in full. If said examination of records reveals any overpayment of royalties, in which case then the Examined auditing Party shall reimburse credit the examining amount overpaid against the audited Party’s future royalty payment(s). Notwithstanding the foregoing, if the audited Party disputes the findings of such examination in good faith, the audited Party may notify the auditing Party in writing and the matter shall be resolved in accordance with the dispute resolution procedure set forth in Section 11.7. The time for making any relevant payments due under this Section 5.11.2 shall be tolled during the costs for pendency of any such auditdispute resolution, provided, that interest on any amount determined to be owing shall in any event accrue from the date on which such amount was to be paid.

Financial Records and Audits. Each During the Term and for [***] years thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year[***]. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.79.6) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments Additional Development Costs, Transfer Price Payments, costs and expenses incurred by or on behalf of Torii in the performance of any Torii Manufacturing Activities, and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall will be open during regular business hours for a period of three years [***] from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 9 (Confidentiality; Publication). Such audits shall audit will not occur be (a) performed more often frequently than once each per Calendar YearYear during the Term or once during the three year period after the expiration or termination of this Agreement, (b) conducted for any Calendar Year more than three years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a prior audit). Such auditor shall will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The In case of any underpayment, the Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.78.10 (Late Payments)) from the original due date. In case of any overpayment, the amount of such overpayment may first be credited from subsequent payments due to the Examined Party hereunder, or if there is no such payment, then the Examined Party will refund such any remaining amount of such overpayment to the examining Party on the same terms as an underpayment. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each Party shall will maintain complete and accurate records for at least [*] following the relevant Financial Quarter to which they pertain in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments costs and expenses incurred in connection with the performance of the uniQure Development Activities, Royalties, and other amounts payable under this Agreement. Upon reasonable prior written notice, such records shall will be open made available during regular business hours for a period of three years from the creation of individual records for examination by an independent certified public accountant of recognized international standing selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made made, by such Examined Party, Party pursuant to this Agreement; provided that such independent accounting firm is subject to customary written obligations of confidentiality and non-use applicable to each Party’s Confidential Information. Such audits shall audit will not occur be (a) performed more often frequently than once each Calendar Yearper Financial Year during the Term or once during the [*] period after the expiration or termination of this Agreement, (b) conducted for any Financial Year more than [*] after the end of such year, or (c) repeated for any Financial Year or with respect to the same set of records (unless a material discrepancy with respect to such records is discovered during a subsequent audit). Such auditor shall accountant will not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments payment by the Examined Party under this Agreement. The Examined If such accountant concludes either that an additional amount is owed to a Party but unpaid, or that an amount paid by a Party was in excess of the amount owed, then, in either case, the Party that owes the other Party an amount (i.e., the amount owed but unpaid by such Party or the amount that such Party was overpaid) will pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, such amount plus interest (as set forth in Section 9.78.11 (Late Payments)) from the original due date or the overpayment date, as applicable) to the other Party within [*] after the delivery by the accountant of the accountant’s written report to the Parties so concluding. If each Party owes an amount(s) to the other Party, then the accountant will net such amounts (including the interest that would be payable thereon), such that only the Party that owes the larger aggregate amount to the other Party will be required to make a payment as a result of such audit. The examining Party shall will bear the full cost of such audit unless such audit reveals an underpayment by that the Examined Party of owes the examining Party an amount that is more than [*] percent ([**] ]%) of the amount actually due for the time period being audited, in which case the Examined Party shall will reimburse the examining Party for the costs reasonable audit fees for such auditexamination.

Financial Records and Audits. Each During the Term and for [***] years thereafter, each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three five years from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. not occur more often than once each Calendar Year[***]. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will pay any amounts shown to be owed to the examining Party but unpaid within [***] days after the accountant’s report, plus interest (as set forth in Section 9.79.6) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.

Financial Records and Audits. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of royalty payments and other amounts payable under this Agreement, and such records shall be maintained for at least [***] following the Calendar Quarter to which such records apply. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three years [***] from the creation of individual records for examination by an independent certified public accountant selected by the examining Party and reasonably acceptable to the other Party for the sole purpose of verifying for the examining Party the accuracy of the financial reports furnished by the other Party (the “Examined Party”) pursuant to this Agreement or of any payments made, or required to be made by such Examined Party, pursuant to this Agreement. Such audits shall not occur more often than once each Calendar Year. Such auditor shall not disclose the Examined Party’s Confidential Information to the examining Party or to any Third Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the Examined Party or the amount of payments by the Examined Party under this Agreement. The Examined Party will shall pay any amounts shown to be owed to the examining Party but unpaid within [***] after the accountant’s report, plus interest (as set forth in Section 9.710.9) from the original due date. The examining Party shall bear the full cost of such audit unless such audit reveals an underpayment by the Examined Party of more than [***] ]of the amount actually due for the time period being audited, in which case the Examined Party shall reimburse the examining Party for the costs for such audit.