Common use of Net Sales Audit Rights Clause in Contracts

Net Sales Audit Rights. (i) From and after delivery of a Net Sales Statement, upon reasonable advance written notice from FLH, Purchaser shall permit the Independent Accountant to have access at reasonable times during normal business hours to the books and records of Purchaser and its Affiliates as may be reasonably necessary to evaluate and verify the accuracy of the Net Sales calculations set forth in the Net Sales Statement and the figures underlying such calculations; provided, that (x) the Independent Accountant that conducts an audit pursuant to this Section 3.7 shall enter into a customary confidentiality agreement reasonably satisfactory to Purchaser with respect to the confidential information of Purchaser or its Affiliates to be furnished pursuant to this Section 3.7 which shall, among other things, provide that the Independent Accountant shall disclose only the results of the audit to the Sellers, and (y) such access does not unreasonably interfere with the conduct of the business of Purchaser or any of its Affiliates. Such audits may not be conducted more than once with respect to any single Net Sales Period and may not be conducted for any single Net Sales Period more than two (2) years after the end of such Net Sales Period. The cost of any audit, including the fees and charges of the Independent Accountant, shall be borne by the Sellers or their respective Affiliates unless the audit reveals a variance of more than [***] from the amount of Net Sales disclosed in the Net Sales Statement, in which case Purchaser shall bear the cost of the audit. (ii) The results of any such audit shall be delivered in writing to Purchaser and to FLH and shall be final, conclusive and binding upon the Parties; provided, that the Independent Accountant shall only report whether the applicable Net Sales Statement was accurate and the amount of any discrepancy. If the audit shows that (x) Purchaser underpaid FLH in respect of any prior Net Sales Royalty, then Purchaser shall pay to FLH within ten (10) Business Days following the receipt of such audit results the aggregate amount of such shortfall or (y) Purchaser overpaid FLH in respect of any prior Net Sales Royalty, then, at Purchaser’s option, (A) Purchaser may credit the aggregate amount of such overpayment against the subsequent Net Sales Royalty payable to FLH or (B) request that FLH, and FLH shall, pay to Purchaser within ten (10) Business Days following the receipt of such audit results the aggregate amount of such overpayment.

Net Sales Audit Rights. (i) From Hansoh will have the right to engage, [***] subject to this Section 9.4, an independent accounting firm chosen by Hansoh and after delivery [***] to EQRx (which accounting firm will not be the external auditor of Hansoh, will not have been hired or paid on a contingency basis and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of EQRx for the purposes of confirming EQRx’s and its Affiliates’ compliance with the Net Sales Statement, upon reasonable advance written notice from FLH, Purchaser shall permit the Independent Accountant Royalty provisions of this Agreement. (ii) The CPA Firm will be given access to have access at reasonable times during normal business hours and will be permitted to the examine all books and records of Purchaser and its Affiliates EQRx as may be it will reasonably necessary to evaluate and verify request, upon [***] prior written notice having been given by Hansoh, during regular business hours, for the accuracy sole purpose of determining compliance with the Net Sales calculations Royalty and other milestone payment provisions of this Agreement. Prior to any such examination taking place, the CPA Firm will enter into a confidentiality agreement reasonably acceptable to EQRx, such acceptance not to be unreasonably withheld, delayed, or conditioned, with respect to the Know-How to which the CPA Firm are given access to and will include obligations on the CPA Firm to not contain in its report or otherwise disclose to Hansoh or any Third Party any information labelled by EQRx as being confidential customer information regarding pricing or other competitively sensitive proprietary information; provided that, EQRx acknowledge and agree that sufficient details must be disclosed to Hansoh in connection with the results and findings of the audit. (iii) Hansoh and EQRx will be entitled to receive a full written report of the CPA Firm with respect to its findings and Hansoh will provide, without condition or qualification, EQRx with a copy of the report, or other summary of findings, prepared by such CPA Firm promptly following Hansoh’s receipt of same. In the event of any dispute between Hansoh and EQRx regarding the findings of any such inspection or audit, the Parties will initially attempt in [***] to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within [***] after delivery to both Parties of the CPA Firm’s report, each Party will select an internationally recognized independent certified public accounting firm (other than the CPA Firm), and the two firms chosen by the Parties will choose a third internationally recognized independent certified public accounting firm which will resolve the dispute, and such accounting firm’s determination will be binding on both Parties, absent manifest error by such accounting firm. (iv) Within [***] days after completion of the CPA Firm’s audit, EQRx will pay to Hansoh any deficiency in the Net Sales Royalty amount determined by the CPA Firm. If the report of the CPA Firm shows that EQRx overpaid, then EQRx will be entitled to off-set forth such overpayment against any Net Sales Royalty then owed to Hansoh. If no royalty is then owed to Hansoh, then Hansoh will remit such overpayment to EQRx. If the report of the CPA Firm shows a discrepancy between the amount of the royalty to which Hansoh is entitled and the Net Sales Royalty amount reflected by EQRx in the Net Sales Statement in Hansoh’s favor that exceeds [***] of the amount audited, then in addition to the payment of the shortfall in the Net Sales Royalty amount, the fees and expenses of the figures underlying CPA Firm in performing such calculations; provided, that audit will be paid in full by EQRx. (xv) the Independent Accountant that conducts an Hansoh’s exercise of its audit pursuant to rights under this Section 3.7 shall enter into a customary confidentiality agreement reasonably satisfactory to Purchaser with respect to the confidential information of Purchaser or its Affiliates to be furnished pursuant to this Section 3.7 which shall, among other things, provide that the Independent Accountant shall disclose only the results of the audit to the Sellers, and (y9.4(e) such access does not unreasonably interfere with the conduct of the business of Purchaser or any of its Affiliates. Such audits may not be conducted more than once with respect to any single Net Sales Period and may not (A) be conducted for any single Net Sales Period more than two (2) years after the end of such Net Sales Period. The cost of any audit, including the fees and charges of the Independent Accountant, shall be borne by the Sellers or their respective Affiliates unless the audit reveals a variance of [***] more than [***] from after the amount of Net Sales disclosed in the Net Sales Statement, in which case Purchaser shall bear the cost of the audit. (ii) The results of any such audit shall be delivered in writing to Purchaser and to FLH and shall be final, conclusive and binding upon the Parties; provided, that the Independent Accountant shall only report whether the applicable Net Sales Statement was accurate and the amount of any discrepancy. If the audit shows that (x) Purchaser underpaid FLH in respect of any prior Net Sales Royalty, then Purchaser shall pay to FLH within ten (10) Business Days following the receipt end of such audit results the aggregate amount of [***] to which such shortfall or (y) Purchaser overpaid FLH in respect of any prior Net Sales Royaltybooks and records pertain, then, at Purchaser’s option, (A) Purchaser may credit the aggregate amount of such overpayment against the subsequent Net Sales Royalty payable to FLH or (B) request that FLHbe conducted more than once in any [***] period within each country (unless a previous audit during such [***] period revealed an underpayment with respect to such period), and FLH shallor (C) be repeated for any [***] except, pay to Purchaser within ten (10) Business Days following in each case, in the receipt event of such audit results the aggregate amount of such overpaymentany actual or alleged fraud.

Net Sales Audit Rights. (i) From Exicure will have the right to engage, [***], subject to this Section 8.5, an independent internationally recognized public accounting firm chosen by Exicure and after delivery [***] (which accounting firm will not be the external auditor of Exicure, will not have been hired or paid on a contingency basis and will have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Ipsen for the purposes of confirming Xxxxx’x compliance with the Net Sales Statement, upon reasonable advance written notice from FLH, Purchaser shall permit the Independent Accountant Royalty provisions of this Agreement. (ii) The CPA Firm will be given access to have access at reasonable times during normal business hours and will be permitted to the examine such books and records of Purchaser and its Affiliates Ipsen as may be reasonably necessary to evaluate and verify it will [***] request, upon [***] prior written notice having been given by Exicure, during regular business hours, for the accuracy sole purpose of determining compliance with the Net Sales calculations set forth in Royalty provisions of this Agreement. [***], the Net Sales Statement and the figures underlying such calculations; provided, that (x) the Independent Accountant that conducts an audit pursuant to this Section 3.7 shall CPA Firm will enter into a customary confidentiality agreement reasonably satisfactory to Purchaser [***] with respect to the Information to which it is given access and will not contain in its report or otherwise disclose to Exicure or any Third Party any information labeled by Ipsen as being confidential customer information regarding pricing or other competitively sensitive proprietary information. (iii) Within [***] after completion of Purchaser or the CPA Firm’s audit, Ipsen will pay to Exicure [***]. If the report of the CPA Firm shows that Ipsen overpaid, then Ipsen will [***]. If no royalty is then owed to Exicure, then Exicure will remit such overpayment to Ipsen. If the report of the CPA Firm shows a discrepancy between [***] and [***], and such discrepancy exceeds [***] percent ([***]) of the amount audited, then in addition to the payment [***], [***] will be paid by Ipsen. (iv) Exicure’s exercise of its Affiliates to be furnished audit rights under this Section 8.5(d) may not [***] - Certain portions of the exhibit have been omitted pursuant to this Section 3.7 which shall, among other things, provide Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that the Independent Accountant shall disclose only the results of the audit to the Sellers, and Company treats as private or confidential. (yA) such access does not unreasonably interfere with the conduct of the business of Purchaser or any of its Affiliates. Such audits may not be conducted more than once with respect to any single Net Sales Period and may not be conducted for any single Net Sales Period more than two (2) years after the end of such Net Sales Period. The cost of any audit, including the fees and charges of the Independent Accountant, shall be borne by the Sellers or their respective Affiliates unless the audit reveals a variance of [***] more than [***] from after the amount of Net Sales disclosed in the Net Sales Statement, in which case Purchaser shall bear the cost of the audit. (ii) The results of any such audit shall be delivered in writing to Purchaser and to FLH and shall be final, conclusive and binding upon the Parties; provided, that the Independent Accountant shall only report whether the applicable Net Sales Statement was accurate and the amount of any discrepancy. If the audit shows that (x) Purchaser underpaid FLH in respect of any prior Net Sales Royalty, then Purchaser shall pay to FLH within ten (10) Business Days following the receipt end of such audit results the aggregate amount of [***] to which such shortfall or (y) Purchaser overpaid FLH in respect of any prior Net Sales Royaltybooks and records pertain, then, at Purchaser’s option, (A) Purchaser may credit the aggregate amount of such overpayment against the subsequent Net Sales Royalty payable to FLH or (B) request that FLHbe conducted more than once in any [***] period ([***]), and FLH shall, pay to Purchaser within ten or (10C) Business Days following the receipt of such audit results the aggregate amount of such overpaymentbe repeated for any [***].

Net Sales Audit Rights. (ia) From Seller may engage, at its own cost and after delivery of a Net Sales Statementexpense (except as otherwise provided below), upon reasonable advance written notice from FLHsubject to this Section 3.5, Purchaser shall permit the an Independent Accountant Accounting Firm to have access at reasonable times during normal business hours to the books and records conduct an audit of Purchaser and its Affiliates as may be reasonably necessary to evaluate and verify for the accuracy purposes of confirming Purchaser’s compliance with the Net Sales calculations set forth in the Net Sales Statement and the figures underlying such calculations; provided, that Payment provisions of this Agreement. (xb) the Independent Accountant that conducts Not earlier than [**] days following Seller’s request of an audit pursuant to this Section 3.7 3.5, Purchaser shall enter into afford the Independent Accounting Firm access to and an opportunity to examine such books and records of Purchaser as it reasonably requests, during regular business hours, in a customary manner designed to avoid disruption to Purchaser’s business and subject to execution and delivery to Purchaser of a reasonable confidentiality agreement reasonably satisfactory for the sole purpose of determining compliance with the Net Sales Payment provisions of this Agreement. (c) Each of Seller and Purchaser will be entitled to Purchaser receive (substantially simultaneously) a full written report of the Independent Accounting Firm with respect to its findings directly from the confidential information Independent Accounting Firm. (d) Within [**] days after completion of the Independent Accounting Firm’s audit, Purchaser will pay to Seller any deficiency in the Net Sales Payment amount determined by the Independent Accounting Firm. If the amount of the deficiency exceeds [**] percent ([**]%) of the total Net Sales Payment made for the audited period, then Purchaser shall also pay the fees and expenses of the Independent Accounting Firm incurred in such audit. If the report of the Independent Accounting Firm shows that Purchaser overpaid, then Purchaser will be entitled to off-set such overpayment against any Development Milestone Payments, Commercial Milestone Payments or its Affiliates Net Sales Payments then or thereafter owed to Seller. If no such amount is then owed to Seller, then Seller will remit such overpayment to Purchaser. (e) In the event of any dispute between Seller and Purchaser regarding the findings of an audit under this Section 3.5, the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within [**] days after delivery to both Parties of the Independent Accounting Firm’s report, Purchaser will select, subject to Seller’s consent, such consent not to be furnished pursuant to unreasonably withheld or delayed, an internationally recognized independent certified public accounting firm (other than the Independent Accounting Firm), and such accounting firm’s determination will be binding on both Parties absent manifest error by such accounting firm. (f) Seller’s exercise of its audit rights under this Section 3.7 which shall, among other things, provide that the Independent Accountant shall disclose only the results of the audit to the Sellers, and (y) such access does not unreasonably interfere with the conduct of the business of Purchaser or any of its Affiliates. Such audits 3.5 may not be conducted more than once with respect to any single Net Sales Period and may not (A) be conducted for any single Net Sales Period Fiscal Year more than two (2) [**] years after the end of such Net Sales Period. The cost of any auditFiscal Year to which such books and records pertain, including the fees and charges of the Independent Accountant, shall (B) be borne by the Sellers or their respective Affiliates unless the audit reveals a variance of conducted more than [**] period (unless a previous audit during such [**] from the amount of Net Sales disclosed in the Net Sales Statementperiod revealed a material underpayment with respect to such period), in which case Purchaser shall bear the cost of the audit. (ii) The results of any such audit shall be delivered in writing to Purchaser and to FLH and shall be final, conclusive and binding upon the Parties; provided, that the Independent Accountant shall only report whether the applicable Net Sales Statement was accurate and the amount of any discrepancy. If the audit shows that (x) Purchaser underpaid FLH in respect of any prior Net Sales Royalty, then Purchaser shall pay to FLH within ten (10) Business Days following the receipt of such audit results the aggregate amount of such shortfall or (yC) Purchaser overpaid FLH in respect of be repeated for any prior Net Sales Royalty, then, at Purchaser’s option, (A) Purchaser may credit the aggregate amount of such overpayment against the subsequent Net Sales Royalty payable to FLH or (B) request that FLH, and FLH shall, pay to Purchaser within ten (10) Business Days following the receipt of such audit results the aggregate amount of such overpaymentFiscal Year.

Net Sales Audit Rights. (i) From Arrys shall maintain (and will ensure that its Affiliates maintain) complete and accurate books and records that fairly reflect Net Sales, in sufficient detail to enable AskAt to confirm the accuracy of any payments required hereunder, such books and records and accounts will be retained for [***] after delivery the end of Calendar Year to which they relate. (ii) AskAt shall have the right to engage, at its own cost and expense, subject to this Section 5.4, an independent internationally recognized public accounting firm chosen by AskAt and reasonably acceptable to Arrys (which accounting firm shall not be the external auditor of AskAt, shall not have been hired or paid on a contingency basis and shall have experience auditing pharmaceutical companies) (a “CPA Firm”) to conduct an audit of Arrys for the purposes of confirming Arrys’s compliance with the Net Sales Statement, upon reasonable advance written notice from FLH, Purchaser Royalty provisions of this Agreement. (iii) The CPA Firm shall permit the Independent Accountant be given access to have access at reasonable times during normal business hours and shall be permitted to the examine such books and records of Purchaser Arrys, and its Affiliates to interview employees of Arrys, as may be the CPA Firm shall reasonably necessary to evaluate and verify request, upon [***] prior written notice having been given by AskAt, during regular business hours, for the accuracy sole purpose of determining compliance with the Net Sales calculations set forth Royalty provisions of this Agreement. Prior to any such examination taking place, the CPA Firm shall enter into a confidentiality agreement reasonably acceptable to Arrys with respect to the Know-How to which they are given access and shall not contain in its report or otherwise disclose to AskAt or any Third Party any information other than the existence of a discrepancy between the Net Sales Royalty paid by Arrys and the amounts payable hereunder and the amount of such discrepancy. (iv) The CPA Firm shall discuss its preliminary findings with Arrys prior to the preparation by the CPA firm of its final report. The CPA Firm shall provide both AskAt and Arrys simultaneously the written report of the CPA Firm with respect to its findings. In the event of any dispute between AskAt and Arrys regarding the findings of any such inspection or audit, the Parties shall initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within [***] after delivery to both Parties of the CPA Firm’s report, the Parties shall select one (1) internationally recognized independent certified public accounting firm (other than the CPA Firm) to resolve the dispute, and such accounting firm’s determination shall be binding on both Parties absent manifest error by such accounting firm. (v) Within [***] after completion of the CPA Firm’s audit, Arrys shall pay to AskAt any undisputed deficiency in the Net Sales Statement Royalty amount determined by the CPA Firm, plus interest at the rate set forth in Section 5.7 from the date originally due. If the report of the CPA Firm shows that Arrys overpaid, then Arrys shall be entitled to off-set such overpayment against any Net Sales Royalty owed to AskAt then or in any subsequent period. If the report of the CPA Firm shows that Arrys underpaid and if such discrepancy exceeds the figures underlying greater of [***] of the amount audited or [***], then all the fees and expenses of the CPA Firm in performing such calculations; provided, that audit shall be paid by Arrys. (xvi) the Independent Accountant that conducts an AskAt’s exercise of its audit pursuant to rights under this Section 3.7 shall enter into a customary confidentiality agreement reasonably satisfactory to Purchaser with respect to the confidential information of Purchaser or its Affiliates to be furnished pursuant to this Section 3.7 which shall, among other things, provide that the Independent Accountant shall disclose only the results of the audit to the Sellers, and (y5.4(d) such access does not unreasonably interfere with the conduct of the business of Purchaser or any of its Affiliates. Such audits may not be conducted more than once with respect to any single Net Sales Period and may not (A) be conducted for any single Net Sales Period more than two (2) years after the end of such Net Sales Period. The cost of any audit, including the fees and charges of the Independent Accountant, shall be borne by the Sellers or their respective Affiliates unless the audit reveals a variance of Calendar Quarter more than [***] from after the amount end of Net Sales disclosed such Calendar Quarter to which such books and records pertain, (B) be conducted more than once in the Net Sales Statementany Calendar Year, in which case Purchaser shall bear the cost of the auditor (C) be repeated for any Calendar Quarter. (iivii) The results AskAt shall not have the right to audit Arrys Sublicensee(s) directly, but in connection with an audit of any such Arrys under this Section 5.4(d), AskAt shall have the right to cause Arrys to audit shall be delivered in writing to Purchaser and to FLH and shall be final, conclusive and binding upon the Parties; provided, that the Independent Accountant shall only report whether the applicable Net Sales Statement was accurate and Arrys Sublicensee(s) using the amount of any discrepancy. If CPA Firm conducting the audit shows that (x) Purchaser underpaid FLH in respect of any prior Net Sales Royalty, then Purchaser shall pay to FLH within ten (10) Business Days following the receipt of such audit results the aggregate amount of such shortfall or (y) Purchaser overpaid FLH in respect of any prior Net Sales Royalty, then, at Purchaser’s option, (A) Purchaser may credit the aggregate amount of such overpayment against the subsequent Net Sales Royalty payable to FLH or (B) request that FLH, and FLH shall, pay to Purchaser within ten (10) Business Days following the receipt of such audit results the aggregate amount of such overpaymentunder this Section 5.4(d).