Common use of Record Keeping and Audit Clause in Contracts

Record Keeping and Audit. 10.1 LICENSEE shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, complete and accurate records and books of account containing all information necessary for the computation and verification of the amounts to be paid hereunder. LICENSEE shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, these records and books for a minimum period of five (5) years following the end of the accounting period to which the information pertains. 10.2 LICENSEE shall permit, and shall cause its AFFILIATES and SUBLICENSEES to permit, one or more accountants selected by ANORMED ("Accountant") to have access to the records and books of account during of LICENSEE, its AFFILIATES and its SUBLICENSEES ordinary working hours in order: (a) to audit any financial records from any relevant payment period; (b) to audit the correctness of any report or payment made under this Agreement, or (c) to obtain information as to the payments due for any such period where LICENSEE failed to report or make payment pursuant to the terms of this Agreement. 10.3 The Accountant shall not disclose to ANORMED any information relating to the business of LICENSEE except that which is necessary to inform ANORMED of: (a) the accuracy or inaccuracy of LICENSEE's reports and payments; (b) compliance or noncompliance by LICENSEE with the terms and conditions of this Agreement; and (c) the extent of any inaccuracy or noncompliance. 10.4 If the Accountant believes that there may be an inaccuracy in any of the LICENSEE's payments or other forms of noncompliance by the LICENSEE with any of the terms and conditions of this Agreement, the Accountant shall have the right to make and retain copies (including photocopies) of any pertinent portions of the records and books of account. 10.5 In the event that LICENSEE underreports royalties for any quarterly period by more than Five Percent (5%), the costs of any audit and review initiated by ANORMED will be borne by LICENSEE. In any other case, ANORMED shall bear its costs of any audit initiated by ANORMED.

Record Keeping and Audit. 10.1 LICENSEE shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, complete and accurate records and books of account containing all information necessary for the computation and verification of the amounts to be paid hereunder. LICENSEE shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, these records and books for a minimum period of For five (5) years following the end of the accounting period calendar year to which they pertain (whether during or after the information pertains. 10.2 term of this LICENSE AGREEMENT) (except that such period shall be limited to three (3) years with LEGAL_US_W # 82848909.3 40 respect to documents pertaining to BIOCATALYST vial lots and vial lot samples), each LICENSEE shall permitshall, and shall cause its MANUFACTURERS, AFFILIATES and other sublicensees to: (i) keep full, true, and accurate books, records, [ *** ], and supporting data containing all particulars that may be necessary for purposes of verifying (A) the amount of royalties payable to LICENSOR and, with respect to GEVO, the amount of TECHNOLOGY FEES (if any) payable to BUTAMAX (subject to the restrictions set forth in Section 8), (B) (1) that BUTAMAX, and its MANUFACTURES, AFFILIATES and other sublicensees do not use [ *** ] or modified variants of such enzymes covered by a claim of a GEVO PATENT, or GEVO’S BIOCATALYSTS (as identified by genetic markers), (2) that GEVO, and its MANUFACTURERS, AFFILIATES and other sublicensees do not use [ *** ] or modified variants of such enzymes covered by a claim of a BUTAMAX PATENT, or BUTAMAX’s BIOCATALYSTS (as identified by genetic markers), and (3) that GEVO and its MANUFACTURERS, AFFILIATES and other GEVO SUBLICENSEES do not use BUTAMAX SEPARATION TECHNOLOGY covered by a claim of a BUTAMAX PATENT (other than GEVO SEPARATION TECHNOLOGY) or SOLIDS SEPARATION TECHNOLOGY (as set forth in Section 8), and (C) compliance with field restrictions and other obligations under this LICENSE AGREEMENT by LICENSEE, and its MANUFACTURERS, AFFILIATES and other sublicensees, and (ii) make such books, records, [ *** ], and supporting data available at all reasonable times during normal business hours upon reasonable advance notice and without disruption of plant operations (except to permitthe extent necessary for testing purposes required under this Section 3(i), for audit by independent auditors of LICENSOR (that are either (x) reasonably acceptable to LICENSEE and LICENSOR or (y) one or more accountants selected by ANORMED of the ten ("Accountant"10) largest U.S. accounting firms) for such purposes. In addition, with respect to have any audit for purposes of determining whether a plant uses SOLIDS SEPARATION TECHNOLOGY subject to TECHNOLOGY FEES, GEVO shall provide, at all reasonable times during normal business hours upon reasonable advance notice, independent auditors of * * * * LEGAL_US_W # 82848909.3 41 LICENSOR with full access to such plant, including for purposes of viewing, assessing, analyzing, testing, monitoring and reviewing all or any part of the records plant, plant operations and books equipment, and including conducting tests of account during of LICENSEE, sufficient duration to measure the requisite DE at intervals determined by the auditors. LICENSOR shall cause its AFFILIATES and its SUBLICENSEES ordinary working hours in order: independent auditors that conduct any audit to be bound to hold all information (a) to audit any financial records including information that can be obtained from any relevant payment period; (b) to audit the correctness of any report or payment made under this Agreementanalyzing, or (cotherwise relates to, samples of BIOCATALYSTS) provided by LICENSEE in confidence and not to obtain information as disclose to the payments due for any PERSON or provide any PERSON with access to any such period where LICENSEE failed to report or make payment pursuant to the terms of this Agreement. 10.3 The Accountant shall not disclose to ANORMED any information relating to the business of LICENSEE except that which is as necessary to inform ANORMED of: (a) the accuracy or inaccuracy of LICENSEE's reports and payments; (b) communicate to LICENSOR any non-compliance or noncompliance by any unauthorized uses of [ *** ] enzymes or proprietary BIOCATALYSTS, or BUTAMAX SEPARATION TECHNOLOGY or SOLIDS SEPARATION TECHNOLOGY. LICENSEE with the terms shall provide reasonable assistance and conditions of this Agreement; and (c) the extent of any inaccuracy or noncompliance. 10.4 If the Accountant believes that there may be an inaccuracy cooperation in any of the LICENSEE's payments or other forms of noncompliance audit performed by the LICENSEE with any of the terms and conditions of this Agreement, the Accountant shall have the right to make and retain copies (including photocopies) of any pertinent portions of the records and books of account. 10.5 In the event that LICENSEE underreports royalties for any quarterly period LICENSOR’s independent auditors. No such audit by GEVO may occur more than Five Percent once in any calendar year unless required for GEVO’s compliance with LAWS. No such audit by BUTAMAX for purposes of verifying the amount of royalties may occur more than once in any calendar year, and no such audit by BUTAMAX for purposes of determining whether a plant uses SOLIDS SEPARATION TECHNOLOGY subject to TECHNOLOGY FEES may occur more than once in any calendar year for each such plant (5%except as set forth in Section 8(c)), the in each case, unless required for BUTAMAX’s compliance with LAWS. All costs of any audit performed by LICENSOR’s independent auditors shall be borne by LICENSOR; provided that if an error in underpaid royalties to LICENSOR of more than five percent (5%) of the total royalties due for any calendar year is discovered, then LICENSOR shall be entitled to perform up to two (2) audits for the immediately following calendar year, and review initiated all costs of any audit performed by ANORMED will LICENSOR’s independent auditors for the audit that uncovered the underpayment as well as any audits performed by LICENSOR’s independent auditors for the immediately following calendar year shall be borne by LICENSEE. In any other case, ANORMED shall bear its costs of any audit initiated by ANORMED.*

Record Keeping and Audit. 10.1 LICENSEE shall keepXXX shall, and shall cause ensure that its AFFILIATES respective Affiliates, Distributors and SUBLICENSEES to keepsub-licensees (if any) shall, complete keep true and accurate records and books of account in accordance with DK-GAAP and containing all information data necessary for the computation and verification calculation of the amounts payable to be paid hereunderKTI (and deductions from such amounts payable) pursuant to this Agreement. LICENSEE shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, these Such records and books of account shall be kept for a minimum period of five (5) years at least [***] following the end of the accounting period to which calendar year when such amounts become due hereunder. For the information pertains. 10.2 LICENSEE shall permit, and shall cause its AFFILIATES and SUBLICENSEES to permit, one or more accountants selected by ANORMED ("Accountant") to have access to the records and books sole purpose of account during of LICENSEE, its AFFILIATES and its SUBLICENSEES ordinary working hours in order: (a) to audit any financial records from any relevant payment period; (b) to audit the correctness of any report or payment made verifying amounts due under this Agreement, or (cKTI shall be entitled, not more than [***] per [***], to have any statement that it receives from XXX for the prior [***] audited by an internationally recognised independent accounting firm identified by KTI and reasonably acceptable to XXX. KTI shall provide XXX with at least [***] notice of such audit, which shall be conducted during normal business hours at the location(s) to obtain information as where XXX maintains such records. XXX shall make available to the payments due independent accountant those books and records required for any such period where LICENSEE failed to report or make payment pursuant to the terms purpose of this Agreement. 10.3 that audit and certification, and the statements so certified shall be final and binding between the Parties. The Accountant shall not disclose to ANORMED any information relating to books and records audited by the business of LICENSEE except that which is necessary to inform ANORMED of: (a) accountant and the accuracy or inaccuracy of LICENSEE's reports and payments; (b) compliance or noncompliance by LICENSEE with the terms and conditions of this Agreement; and (c) the extent of any inaccuracy or noncompliance. 10.4 If the Accountant believes that there may be an inaccuracy in any results of the LICENSEE's payments audit shall be the Confidential Information of XXX and accountant shall keep such books, records and results confidential and shall only inform KTI whether the amounts paid properly reflect the amounts that should have been paid hereunder and if not, by how much KTI has been over or other forms of noncompliance by under paid. KTI shall be responsible for the LICENSEE with any cost of the terms and conditions of this Agreement, independent accountants’ services in connection with such audit; provided that XXX shall reimburse KTI for such costs if the Accountant shall have the right to make and retain copies (including photocopies) of any pertinent portions results of the records and books of account. 10.5 In audit conclude that it has understated the event that LICENSEE underreports royalties for any quarterly period monies payable to KTI by more than Five Percent [***] percent (5[***]%), ) Any outstanding under-payments or over-payments which are identified as a result of carrying out the costs of any audit and review initiated certification shall be paid to or by ANORMED will be borne by LICENSEEKTI within [***] after XXX receives the audit results. In any other case, ANORMED No inspection shall bear its costs take place more than [***] after the submission of any audit initiated by ANORMEDthe Annual Statement to which it relates.

Record Keeping and Audit. 10.1 LICENSEE 9.1 The Redistributor shall keepkeep complete, accurate and up-to-date records relating to the Use and Redistribution of Market Data (including any records specified in any Market Data Policies) sufficient to demonstrate compliance with this Agreement in its entirety and to identify all sums payable to NSE in accordance with this Agreement. 9.2 If the Redistributor does not comply with clause 9.1 in respect of any period, NSE shall be entitled to make a reasonable assessment of the Redistributor’s Use and Redistribution of Market Data during that period based on the Use and Redistribution that would have been technically possible during that period, and the Redistributor shall cause its AFFILIATES and SUBLICENSEES pay such fees as is liable to keep, complete and accurate the NSE. 9.3 All records and books of account containing all information necessary for the computation and verification of the amounts required to be paid hereunder. LICENSEE maintained to establish compliance by the Redistributor with the terms of this Agreement shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, these records and books be maintained for a minimum of five years from the date on which they are required to be created (or for such longer period as may be required by applicable law) and shall be made available to NSE upon reasonable written request in accordance with this clause 9. 9.4 NSE and each NSE Group Company, their respective regulators and any auditors acting on behalf of or together with NSE or any NSE Group Company shall have the right, during the term of this Agreement and for a period of five two years after the termination or expiry of this Agreement (5) years following for any reason), to visit the end premises of the accounting period Redistributor, End Users, Affiliates, Service Facilitators, Contractors and Agents, to verify whether the Redistributor is complying with the Agreement and the Redistributor shall give NSE access to inspect its computer systems, controls, books and records, insofar as they relate to the receipt, Use or Redistribution of any Market Data and any sums payable to NSE under this Agreement. NSE shall, in advance of the audit, notify the Redistributor which auditor or auditors will conduct the information pertainsaudit. 10.2 LICENSEE shall permit, and shall cause its AFFILIATES and SUBLICENSEES 9.5 Subject to permit, one or more accountants selected by ANORMED ("Accountant") to have access to the records and books of account during of LICENSEE, its AFFILIATES and its SUBLICENSEES ordinary working hours in order: clause 9.6: (a) to NSE must give at least thirty (30) days’ prior written notice of an audit any financial records from any relevant payment period; under clause 9.4; (b) to NSE may not carry out an audit the correctness under clause 9.4 more than once in any calendar year; and (c) audits under clause 9.4 shall be carried out within six (6) weeks of any report or payment made NSE giving written notice of an audit under this Agreement, during normal business hours, and NSE shall comply with the reasonable security, health and safety requirements of the Redistributor, Affiliate, Service Facilitator or Contractor or Agent (cas applicable) when carrying out each audit, provided that those requirements are notified to obtain information as to NSE in writing in advance of the payments due for any such period where LICENSEE failed to report or make payment pursuant audit, and provided that the security, confidentiality and health and safety requirements shall not be contrary to the terms of this Agreement. 10.3 The Accountant shall not disclose to ANORMED any information relating to Agreement or be such that prevent the business of LICENSEE except that which is necessary to inform ANORMED of: (a) NSE from properly and effectively carrying out the accuracy or inaccuracy of LICENSEE's reports and payments; (b) compliance or noncompliance by LICENSEE audit in line with the terms and conditions of this Agreement; and (c) Agreement or the extent intent of any inaccuracy or noncompliancethe audit rights of the NSE. 10.4 If the Accountant believes that there may be an inaccuracy 9.6 The restrictions in any clauses 9.5(a) and 9.5(b) do not apply in cases where NSE knows of the LICENSEE's payments or other forms has reasonable grounds to suspect a breach of noncompliance this Agreement by the LICENSEE with any of the terms and conditions of this Agreement, the Accountant shall have the right to make and retain copies (including photocopies) of any pertinent portions of the records and books of account. 10.5 In the event that LICENSEE underreports royalties for any quarterly period Redistributor or by more than Five Percent (5%), the costs of any audit and review initiated by ANORMED will be borne by LICENSEE. In any other case, ANORMED shall bear its costs of any audit initiated by ANORMED.any