Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. Licensee shall keep, and shall require its pertinent Affiliates to keep, full, true and accurate records containing all particulars necessary to calculate the amount payable to Licensor under this Agreement and to demonstrate Licensee’s (and its Affiliates’) compliance with its obligations under this Agreement. Such records and the supporting data shall be open at all reasonable times, for [***] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accounting firm retained by Licensor. Such accounting firm will hold such records and supporting data in strict confidence, except as necessary to consult with and report to Licensor and Licensee on the accuracy and completeness of Licensee’s and its Affiliates’ compliance with this Agreement. If in dispute, such records shall be kept until the later of the expiration of the foregoing [***] period or the date the dispute is settled. Inspection shall be at Licensor’s expense, unless the inspector concludes that the amount payable that is stated in a report is understated by [***] or more, in which case reasonable expenses shall be paid by Licensee. * Confidential Treatment Requested by Celera Corporation* HIGHLY CONFIDENTIAL EXECUTION VERSION

Maintenance of Records; Audit. Licensee shall keep, and shall require its pertinent Affiliates to keep, full, true and accurate records containing all particulars necessary to calculate the amount payable to Licensor under this Agreement and to demonstrate Licensee’s (and its Affiliates’) compliance with its obligations under this Agreement. Such records and the supporting data shall be open at all reasonable times, for [***] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accounting firm retained by Licensor. Such accounting firm will hold such records and supporting data in strict confidence, except as necessary to consult with and report to Licensor and Licensee on the accuracy and completeness of Licensee’s and its Affiliates’ compliance with this Agreement. If in dispute, such records shall be kept until the later of the expiration of the foregoing [***] period or the date the dispute is settled. Inspection shall be at Licensor’s expense, unless the inspector concludes that the amount payable that is stated in a report is understated by [***] or more, in which case reasonable expenses shall be paid by Licensee. * Confidential Treatment Requested by Celera Corporation* [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. HIGHLY CONFIDENTIAL EXECUTION VERSION