Common use of Financial Records and Audits Clause in Contracts

Financial Records and Audits. Each Party and its Affiliates will use, and will require its Sublicensees and Subcontractors to use, reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amounts paid, reimbursed, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party pursuant to this Agreement (the “Amounts”). Upon reasonable prior notice, such records will be open during regular business hours for a period of [***] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination by an independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party or its applicable Affiliate for the sole purpose of verifying for the auditing Party the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) furnished by the audited Party or such Affiliate pursuant to this Agreement or (b) the Amounts (i.e., not the focus of the audits pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits)). Such Auditor will 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 this Agreement. Such audit will not (a) be performed more frequently than [***]during the Term, (b) be performed more frequently than [***]after the expiration or termination of this Agreement, (c) conducted for any Calendar Year more than [***] years after the end of such year, or (d) 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). Any such audit will not disclose the audited Party’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing Party, except to the extent such disclosure is necessary for verifying the accuracy of the Financial Documents or the Amounts. The Auditor will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) within [***] days after receipt of the Auditor’s report, plus interest (as set forth in Section 10.9 (Late Payments)) from the original due date (unless challenged in good faith by the audited Party, in which case (i) any undisputed portion will be paid in accordance with the foregoing timetable, (ii) any Dispute with respect to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved). The auditing Party will bear the full cost and expense of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was more

Financial Records and Audits. Each Party NewCo shall (and shall ensure that its Affiliates will use, and will require its Sublicensees and Subcontractors to use, reasonable efforts to sublicensees will) maintain complete and accurate records in sufficient detail to permit the other Party ADCT to confirm the accuracy of the Net Sales reported by NewCo and amounts paid, reimbursed, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party pursuant to payable under this Agreement (the “Amounts”)Agreement. Upon reasonable no less than [**] days’ prior notice, such records will shall be open for examination, during regular business hours hours, for a period of [***] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination records, and not more often than once each Calendar Year, by an independent certified public accountant (the “Auditor”) selected by the auditing Party ADCT and reasonably acceptable to the audited Party or its applicable Affiliate NewCo (and subject to execution of a customary confidentiality agreement), for the sole purpose of verifying for the auditing Party ADCT the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) furnished Net Sales and royalty reports provided by the audited Party or such Affiliate pursuant to this Agreement or (b) the Amounts (i.e., not the focus of the audits pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits)). Such Auditor will 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 NewCo under this Agreement. Such Any such audit will shall be conducted in a manner that does not (a) unreasonably interfere with NewCo’s usual operations, the auditor’s report shall be performed released simultaneously to ADCT and NewCo, and no period of time may be audited more frequently than [***]during once. ADCT shall bear the Term, (b) be performed more frequently than [***]after the expiration or termination cost of this Agreement, (c) conducted for any Calendar Year such audit unless such audit reveals an underpayment by NewCo of more than [**] percent ([*] years after *]%) of the end amount actually due for the time period being audited, in which case NewCo shall reimburse ADCT for the out-of-pocket costs of such year, or (d) repeated for audit. NewCo shall pay to ADCT any Calendar Year or with respect to the same set of records (unless a material discrepancy with respect to such records is underpayment discovered during a prior audit). Any by such audit will not disclose the audited Party’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing Party, except to the extent such disclosure is necessary for verifying the accuracy of the Financial Documents or the Amounts. The Auditor will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) within [***] days after receipt of the Auditoraccountant’s report, plus interest (as set forth in Section 10.9 (Late Payments)8.5) from the original due date (unless challenged date. Certain confidential information contained in good faith this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the audited Party, in which case information (i) any undisputed portion will be paid in accordance with the foregoing timetable, is not material and (ii) any Dispute with respect would likely cause competitive harm to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved). The auditing Party will bear the full cost and expense of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was moreADC Therapeutics SA if publicly disclosed.

Financial Records and Audits. Each Party Licensee and its Affiliates will use, and will require its Sublicensees and Subcontractors to use, reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party Licensor to confirm the accuracy of the amounts paid, reimbursed, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party Licensee pursuant to this Agreement (the “Amounts”). Upon reasonable prior notice, such records will be open during regular business hours for a period of [***] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination by an independent certified public accountant (the “Auditor”) selected by the auditing Party Licensor and reasonably acceptable to the audited Party Licensee or its applicable Affiliate for the sole purpose of verifying for the auditing Party Licensor the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) furnished by the audited Party Licensee or such Affiliate pursuant to this Agreement or (b) the Amounts (i.e., not the focus of the audits pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits))Amounts. Such Auditor will be subject to written obligations of confidentiality and non-use applicable to each PartyLicensee’s Confidential Information that are at least as stringent as those set forth in this Agreement. Such audit will not (a) be performed more frequently than [***]] per Calendar Year during the Term, (b) be performed more frequently than Term or [***]] during the [***] year period after the expiration or termination of this Agreement, (c) conducted for any Calendar Year more than [***] years after the end of such year, or (d) 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). Any such audit will not disclose the audited PartyLicensee’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing PartyLicensor, except to the extent such disclosure is necessary for verifying the accuracy of the Financial Documents or the Amounts. The Auditor will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) within [***] days after receipt of the Auditor’s report, plus interest (as set forth in Section 10.9 (Late Payments)) from the original due date (unless challenged in good faith by the audited PartyLicensee, in which case (i) any undisputed portion will be paid in accordance with the foregoing timetable, (ii) any Dispute with respect to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved). The auditing Party will bear the full cost and expense of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was more,

Financial Records and Audits. Each Party (a) Licensee shall maintain, and shall cause its Affiliates will useand Sublicensees to maintain, and will require its Sublicensees and Subcontractors to use, reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party Verastem to confirm the accuracy of the amount of royalty payments and other amounts paidpayable under this Agreement, reimbursedin accordance with GAAP or International Financial Reporting Standards, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party pursuant to this Agreement (the “Amounts”)consistently applied. Upon reasonable at least [* * *] days’ prior written notice, such records Licensee will be open during regular business hours for a period of [***] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination by permit an independent certified public accountant (the “Auditor”) of internationally recognized standing selected by the auditing Party Verastem and reasonably acceptable to the audited Party or its applicable Affiliate Licensee, to have access during regular business hours to such records for the sole purpose of verifying for the auditing Party Verastem the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) reports furnished by the audited Party or such Affiliate Licensee pursuant to this Agreement or (b) the Amounts (i.e.of any payments made, not the focus of the audits or required to be made by Licensee, pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits)). Such Auditor will 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 this Agreement. Such audit will audits shall not (a) be performed occur more frequently often than [*** * *]during the Term. Such accountant shall execute a suitable confidentiality agreement reasonably acceptable to Licensee prior to conducting such audit, (b) be performed more frequently than [***]after the expiration or termination of this Agreement, (c) conducted for any Calendar Year more than [***] years after the end of such year, or (d) 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). Any such audit will and shall not disclose the audited PartyLicensee’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing PartyVerastem, except to the extent such disclosure is necessary for verifying to verify the accuracy of the Financial Documents financial reports furnished by Licensee or the Amountsamount of payments by Licensee under this Agreement. The Auditor Licensee will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any pay any amounts shown to be owed to Verastem but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) unpaid within [*** * *] days after receipt of the Auditoraccountant’s report, plus interest (as set forth in Section 10.9 (Late Payments)7.5) from the original due date (unless challenged in good faith by the audited Party, in which case (i) any undisputed portion will be paid in accordance with the foregoing timetable, (ii) any Dispute with respect to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved)date. The auditing Party will Verastem shall bear the full cost and expense of such audit unless such audit reveals an overpayment tounderpayment by Licensee of more than [* * *] percent ([* * *] %) of the amount actually due for the time period being audited, in which case Licensee [* * *]. The right to audit any records underlying any royalty report or an underpayment bysupporting any other amount payable under this Agreement shall extend for [* * *] years from the end of the Calendar Year in which a royalty report was delivered or such amount was paid, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was morerespectively.

Financial Records and Audits. Each Party (a) Licensee shall maintain, and shall cause its Affiliates will useand Sublicensees to maintain, and will require its Sublicensees and Subcontractors to use, reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party Verastem to confirm the accuracy of the amount of royalty payments and other amounts paidpayable under this Agreement, reimbursed, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party pursuant to this Agreement (the “Amounts”)in accordance with GAAP. Upon reasonable prior notice, such records will shall be open during regular business hours for a period of [*** * *] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination by an independent certified public accountant (the “Auditor”) selected by the auditing Party Verastem and reasonably acceptable to the audited Party or its applicable Affiliate Licensee for the sole purpose of verifying for the auditing Party Verastem the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) reports furnished by the audited Party or such Affiliate Licensee pursuant to this Agreement or (b) the Amounts (i.e.of any payments made, not the focus of the audits or required to be made by Licensee, pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits)). Such Auditor will 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 this Agreement. Such audit will audits shall not (a) be performed occur more frequently often than once each [*** * *]during the Term. Such accountant shall execute a suitable confidentiality agreement reasonably acceptable to Licensee prior to conducting such audit, (b) be performed more frequently than [***]after the expiration or termination of this Agreement, (c) conducted for any Calendar Year more than [***] years after the end of such year, or (d) 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). Any such audit will and shall not disclose the audited PartyLicensee’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing PartyVerastem, except to the extent such disclosure is necessary for verifying to verify the accuracy of the Financial Documents financial reports furnished by Licensee or the Amountsamount of payments by Licensee under this Agreement. The Auditor Licensee will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any pay any amounts shown to be owed to Verastem but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) unpaid within [*** * *] days after receipt of the Auditoraccountant’s report, plus interest (as set forth in Section 10.9 (Late Payments)7.5) from the original due date (unless challenged in good faith by the audited Party, in which case (i) any undisputed portion will be paid in accordance with the foregoing timetable, (ii) any Dispute with respect to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved)date. The auditing Party will Verastem shall bear the full cost and expense of such audit unless such audit reveals an overpayment tounderpayment by Licensee of more than [* * *] of the amount actually due for the time period being audited, or an underpayment by, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was morecase Licensee shall [* * *].

Financial Records and Audits. Each Party (a) Licensee shall maintain, and shall cause its Affiliates will useand Sublicensees to maintain, and will require its Sublicensees and Subcontractors to use, reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party Verastem to confirm the accuracy of the amount of royalty payments and other amounts paidpayable under this Agreement, reimbursedin accordance with Japanese GAAP or International Financial Reporting Standards, credited, offset, or shared (or required to be paid, reimbursed, credited, offset, or shared) by such Party pursuant to this Agreement (the “Amounts”)consistently applied. Upon reasonable prior notice, such records will shall be open during regular business hours for a period of [*** * *] years (or such longer period as may be required under Applicable Law) from the creation of individual records for examination by an independent certified public accountant (the “Auditor”) selected by the auditing Party Verastem and reasonably acceptable to the audited Party or its applicable Affiliate Licensee for the sole purpose of verifying for the auditing Party Verastem the accuracy of (a) the financial statements, reports, or notices (the “Financial Documents”) reports furnished by the audited Party or such Affiliate Licensee pursuant to this Agreement or (b) the Amounts (i.e.of any payments made, not the focus of the audits or required to be made by Licensee, pursuant to Section 4.4 (Clinical Trial Audit Rights), Section 5.7 (Regulatory Audits) or Section 12.8.2 (Compliance Audits)). Such Auditor will 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 this Agreement. Such audit will audits shall not (a) be performed occur more frequently often than [*** * *]during the Term. Such accountant shall execute a suitable confidentiality agreement reasonably acceptable to Licensee prior to conducting such audit, (b) be performed more frequently than [***]after the expiration or termination of this Agreement, (c) conducted for any Calendar Year more than [***] years after the end of such year, or (d) 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). Any such audit will and shall not disclose the audited PartyLicensee’s or its Affiliates’ or Sublicensees’ or Subcontractors’ Confidential Information to the auditing PartyVerastem, except to the extent such disclosure is necessary for verifying to verify the accuracy of the Financial Documents financial reports furnished by Licensee or the Amountsamount of payments by Licensee under this Agreement. The Auditor THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. Licensee will report whether or not there was a discrepancy uncovered by the audit, and if such a discrepancy was uncovered, the amount and direction of such discrepancy. Any pay any amounts shown to be owed to Verastem but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) unpaid within [*** * *] days after receipt of the Auditoraccountant’s report, plus interest (as set forth in Section 10.9 (Late Payments)‎7.5) from the original due date (unless challenged in good faith by the audited Party, in which case (i) any undisputed portion will be paid in accordance with the foregoing timetable, (ii) any Dispute with respect to such challenge will be resolved in accordance with Article 16 (Dispute Resolution), (iii) any remaining disputed portion will be paid within [***] days after resolution of the Dispute, and (iv) interest will not accrue with respect to the disputed portion during the period of time the Dispute is being resolved)date. The auditing Party will Verastem shall bear the full cost and expense of such audit unless such audit reveals an overpayment tounderpayment by Licensee of more than [* * *] of the amount actually due for the time period being audited, or an underpayment by, the audited Party or its Affiliates that resulted from a discrepancy in a Financial Document that the audited Party or its Affiliates provided to the other Party during the applicable audit period, which underpayment or overpayment was morecase Licensee shall [* * *].