Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, 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 [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. Each Party Licensee shall maintain complete (and shall cause its Affiliates and Sublicensees to) keep complete, true and accurate books and records in sufficient detail to permit for the other Party to confirm purpose of determining the accuracy of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such Such books and records shall be open during regular business hours kept for a period of [*] years from following the creation end of individual the Calendar Year to which they pertain. Licensee and its Affiliates (the “Audited Party”) shall make such accounting records available, on reasonable notice (the “Auditing Party”), for examination at the auditing Party’s expense, and not more often than once each calendar yearinspection [*], by an independent certified public accountant selected accounting firm nominated by the auditing such Auditing Party and reasonably acceptable to the audited Party Audited Party, for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished any statement or report given by the audited Audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary and to verify the accuracy of the financial reports furnished by payments due hereunder for any Calendar Year. Such auditor shall advise the audited Party Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, the amount of payments such discrepancy. Except for cause, the Audited Party’s financial records with respect to a given period of time shall only be subject to [*]. The auditor shall be required to keep confidential all information learned during any such inspection in accordance with written confidentiality and non-use provision at least as restrictive as those provided in Article 7 below, and to disclose to the Auditing Party only such details as may be necessary to report the accuracy of the Audited Party’s statement or report. The Auditing Party shall be responsible for the auditor’s costs, unless the auditor certifies an underpayment by the audited Audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within that resulted [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing the Audited Party shall bear the full cost of such audit unless audit. If such audit reveals an overpayment toaccounting firm identifies a discrepancy made during such period, any unpaid amounts or overpaid amounts that are discovered shall be [*], or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided as otherwise agreed upon by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Parties. The Auditing Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential treat all financial information contained subject to review under this Section 6.11 in this document, marked by brackets, is filed accordance with the Securities confidentiality and Exchange Commission non-use provisions of Article 7, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating it to retain all such information in confidence pursuant to Rule 406 of the Securities Act of 1933, as amendedsuch confidentiality agreement.

Records and Audit Rights. (a) Each Party (the “Paying Party”) shall maintain complete keep and cause its applicable Affiliates to keep (and, in the case of Infinity, Infinity shall cause the Infinity Related Parties to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail to permit for the other Party (the “Paid Party”) to confirm determine the accuracy of the amount of research payments due and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable costs incurred under this Agreement, including the Royalties and, as applicable, Profit-or-Loss payments. Upon reasonable prior notice, Each Paying Party will keep such records shall be open during regular business hours for a period of [*] years from the creation of individual books and records for examination at least three (3) years following the auditing Party’s expense, date of the payment to which they pertain. (b) Upon the written request of the Paid Party and not more often than once in each calendar year, by the Paying Party shall permit an independent certified public accountant accounting firm of nationally recognized standing selected by the auditing Paid Party and reasonably acceptable to the audited Paying Party for the sole purpose of verifying for the auditing Party the accuracy to have access during normal business hours to such of the financial reports furnished by records of the audited Paying Party pursuant to this Agreement or of any payments madeand its applicable Affiliates (and, or required to as applicable, the Infinity Related Parties) as may be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is reasonably necessary to verify the accuracy of the financial payments due and costs incurred under this Agreement, including the royalty or Profit-or-Loss reports furnished under this Agreement, for any period ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to the Paid Party only whether the payments due and costs incurred, including any payment reports (as applicable), are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Paid Party without the prior consent of the Paying Party unless disclosure is required by law, regulation or judicial order. If the Paid Party determines that disclosure is required by law, regulation or judicial order, it shall, if permitted, give the Paying Party prior notice thereof reasonably sufficient for the Paying Party to seek a protective order against or limiting such disclosure. The Paying Party is entitled to require the accounting firm to execute a reasonable confidentiality agreement prior to commencing any such audit. (c) The fees charged by such accounting firm shall be paid by the audited Party or Paid Party; provided, however, that if the amount of payments to or audit uncovers an underpayment by the audited Paying Party that exceeds five percent (5%) of the total payment owed, then the fees of such accounting firm shall be paid by the Paying Party unless the reason for such underpayment was a miscalculation on the part of the Paid Party. Any underpayments or unpaid amounts discovered by such audit or otherwise will be paid promptly by the Paying Party within thirty (30) days of the date the Paid Party delivers to the Paying Party such accounting firm’s written report, or as otherwise agreed upon by the Parties, plus interest calculated in accordance with Section 9.7 unless the reason for such underpayment was a miscalculation on the part of the Paid Party. In the event of an overpayment by the Paying Party, the Paying Party shall be entitled to credit such overpayment against any subsequent payment due to the Paid Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. 4.8.1 Xxx shall maintain complete and accurate records in sufficient detail in accordance with its Accounting Standards in relation to this Agreement to permit NanoString to confirm the accuracy of the amount of any FTE Costs to be reimbursed by NanoString under this Agreement and the corresponding report made to NanoString. NanoString shall maintain complete and accurate records in sufficient detail in accordance with its Accounting Standards in relation to this Agreement to permit Xxx to confirm the accuracy of the amount of any Development Expenses incurred by NanoString under this Agreement and the corresponding Cost Report. Each Party shall maintain complete and accurate records in sufficient detail in accordance with its Accounting Standards in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of research and Development Plan Costs royalties to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable paid under this Agreement. 4.8.2 Each Party will keep such books and records it is required to maintain under section 4.8.1 for at least three (3) years following the calendar year to which they pertain. Upon reasonable prior notice, such records shall be open inspected during regular business hours for a period of [*] years from the creation of individual at such place or places where such records for examination at the auditing Party’s expense, and not more often than once each calendar year, are customarily kept by an independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited auditing Party pursuant to this Agreement. Any The results of any such auditor audit shall be the Confidential Information of audited Party, subject to the protections of Article 7 below. Before beginning its audit, the Auditor shall execute an agreement reasonably acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit and any reports or summaries of such information prepared by the Auditor. Such audits may occur no more often than once each calendar year by each Party and not more frequently than once with respect to records covering any specific period of time. The auditing Party shall be entitled to audit the books and records of the audited Party from the three (3) calendar years prior to the calendar year in which the audit request is made. Such Auditor shall not disclose the audited Party’s Xxx’x Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited auditing Party under this Agreement. Any amounts shown The Auditor shall provide the audited Party with a copy of any report provided to be owed but unpaidauditing Party as a result of an audit conducted pursuant to this Section 4.8. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid and in need of reimbursementamount, as applicable, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)settled promptly. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, to or an underpayment by, the by audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which overpayment or underpayment or overpayment was more than [*] five percent (5%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. (a) Each Owed Party shall keep and maintain complete and accurate books and records of its costs incurred with respect to any activities for which it is entitled to reimbursement or payment under this Agreement in sufficient detail to permit allow confirmation of the amounts owed under this Article V for at least five (5) Calendar Years after issuance of an invoice with respect thereto. [**] Material omitted and separately filed with the Commission under a request for confidential treatment. (b) At the request of the other Party, each Party to confirm the accuracy of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, 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 [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by permit an independent certified public accountant selected retained by the auditing Party other Party, at reasonable times and reasonably acceptable upon reasonable notice, to audit the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party books and records maintained pursuant to this Agreement or Section 5.5(a). Except as provided in Section 5.5(c), the cost of any payments made, or required to audit shall be made, borne by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to unless the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was variance of more than [**] percent ([**]%) from the invoiced amounts in favor of the amount set forth in such reportaudited Party, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 5.5(c), if such audit concludes that additional payments were owed or that excess payments were made during such period, the Party owing such additional payments shall pay such additional amounts, or the Party that received such excess payment shall reimburse such excess payments, as applicable, in either case, within thirty (30) days after the auditing date on which such audit is completed and the conclusions thereof are notified to the Parties. (c) If either Party disputes the results of any audit conducted pursuant to Section 5.5(b), Edge and Oakwood shall work in good faith to resolve such dispute. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, the dispute shall be submitted for arbitration to a certified public accounting firm selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Accountant”) or failing such agreement, as the Chairman of the International Chamber of Commerce (or such other body as the Parties may mutually agree), may nominate. The decision of the Accountant shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in a manner proportional to the Accountant’s determination of the Parties’ respective liability. If the Accountant determines that additional payments were owed by a Party or that excess payments were made by a Party for the costs for applicable period, no later than thirty (30) days after such audit. [*] = Certain confidential information contained decision and in this documentaccordance with such decision, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of Party owing such additional payments shall pay such additional amounts or the Securities Act of 1933Party that received such excess payments shall reimburse such excess payments, as amendedapplicable. Any arbitration award against a Party may be entered in and enforced by any court having jurisdiction over such Party’s assets.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Research Plan Costs, Development Plan Costs Costs, [*] to be reimbursed or sharedreimbursed, achievement of sales milestones, 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 [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such Such audits not occur more often than once each calendar year. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.711.10) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment exceeds such [*] = Certain confidential information contained in this documentamount, marked by bracketsthen the auditing Party will refund such amount to the audited Party within [*] days after the accountant’s report. On the other hand, is filed with if any such overpayment does not exceed such [*] amount, the Securities and Exchange Commission pursuant auditing Party shall have the right to Rule 406 credit the amount of such overpayment against its future payment obligations to the Securities Act of 1933audited Party, as amendedprovided that such future payments are expected.

Records and Audit Rights. Each Party shall maintain complete keep complete, true and accurate books of account and records in sufficient detail to permit for the other Party to confirm purpose of determining the accuracy of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such Such books and records shall be open during regular kept at the principal place of business hours of each Party, as the case may be, for a period of at least [*] years from ](or such longer period as required by applicable Law) following the creation end of individual the Fiscal Year to which they pertain. Each Party (the “Audited Party”) shall make such account and records available, on reasonable notice sent by the other Party (the “Auditing Party”), for examination at the auditing Party’s expenseinspection during normal business hours, and with not more often less than once each calendar year[*]’ advance written notice, by an independent certified public accountant selected accounting firm nominated by the auditing Party such and reasonably acceptable to the audited Party for the sole Audited Party, for the purpose of verifying for the auditing Party the accuracy of the financial reports furnished any statement or report given by the audited Audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary and to verify the accuracy of the financial reports furnished by payments due hereunder for any Fiscal Year. Such auditor shall advise the audited Party Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, the amount of payments such discrepancy. Except in the case of willful misconduct or fraud, a Party’s financial records with respect to or by a given period of time shall only be subject to one (1) audit per Fiscal Year. The Auditing Party’s right to perform an audit pertaining to any Fiscal Year shall expire [*]after the end of such Fiscal Year and no given period may be audited Party under this Agreementmore than one (1) time. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, The auditor shall be paid required to keep confidential all information learned during any such inspection, and to disclose to the Auditing Party only such details as may be necessary to report the accuracy of the Audited Party’s statement or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited . The Auditing Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear responsible for the full cost of such audit auditor’s costs, unless such audit reveals the auditor certifies that an overpayment to, or an underpayment by, the audited Audited Party that resulted from a discrepancy in a report that the financial report Audited Party provided by to the audited Auditing Party for during the audited applicable audit period, which underpayment or overpayment was in favor of the Auditing Party by more than the greater of (i) [*] ]of the amount set forth in such reportreport or (ii) $[*], in which case the audited Audited Party shall reimburse bear the auditing Party for the costs for full cost of such audit. If such accounting firm correctly identifies a discrepancy made during such period, any unpaid amounts or overpaid amounts that are discovered shall be paid/refunded promptly but in any event within [*] = Certain confidential ]of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The Auditing Party shall treat all financial information contained subject to review under this Section 8.8 in this document, marked by brackets, is filed accordance with the Securities confidentiality and Exchange Commission non-use provisions of Article 9, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating it to retain all such information in confidence pursuant to Rule 406 such confidentiality agreement. Upon the expiration of [*]following the Securities Act end of 1933any Fiscal Year, as amendedroyalty calculations and joint Development Cost sharing calculations with respect to such Fiscal Year shall be binding and conclusive upon both parties. Unless an audit is ongoing with respect to such period, the Parties shall be released from any liability or accountability with respect to said calculations for such Fiscal Year.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Research Plan Costs, Development Plan Costs Costs, [*] to be reimbursed or sharedreimbursed, achievement of sales milestones, 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 [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such Such audits not occur more often than once each calendar year. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.710.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment exceeds such [*] = Certain confidential information contained in this documentamount, marked by bracketsthen the auditing Party will refund such amount to the audited Party within [*] days after the accountant’s report. On the other hand, is filed with if any such overpayment does not exceed such [*] amount, the Securities and Exchange Commission pursuant auditing Party shall have the right to Rule 406 credit the amount of such overpayment against its future payment obligations to the Securities Act of 1933audited Party, as amendedprovided that such future payments are expected.

Records and Audit Rights. Each Party shall maintain complete keep complete, true and accurate books of account and records in sufficient detail to permit for the other Party to confirm purpose of determining the accuracy of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such Such books and records shall be open during regular kept at the principal place of business hours of each Party, as the case may be, for a period of at least [***] years from (or such longer period as required by applicable Law) following the creation end of individual the Calendar Year to which they pertain. Each Party (the “Audited Party”) shall make such account and records available, on reasonable notice sent by the other Party (the “Auditing Party”), for examination at the auditing Party’s expenseinspection during normal business hours, and with not more often less than once each calendar year[***] advance written notice, by an independent certified public accountant selected accounting firm nominated by the auditing Party such and reasonably acceptable to the audited Party for the sole Audited Party, for the purpose of verifying for the auditing Party the accuracy of the financial reports furnished any statement or report given by the audited Audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary and to verify the accuracy of the financial reports furnished by payments due hereunder for any Calendar Year. Such auditor shall advise the audited Party Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, the amount of payments such discrepancy. Except in the case of willful misconduct or fraud, (a) a Party’s financial records with respect to or by a given period of time shall only be subject to one (1) audit per Calendar Year, and (b) the audited Party under this AgreementAuditing Party’s right to perform an audit pertaining to any Calendar Year shall expire [***] after the end of such Calendar Year. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, The auditor shall be paid required to keep confidential all information learned during any such inspection, and to disclose to the Auditing Party only such details as may be necessary to report the accuracy of the Audited Party’s statement or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited . The Auditing Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear responsible for the full cost of such audit auditor’s costs, unless such audit reveals the auditor certifies that an overpayment to, or an underpayment by, the audited Audited Party that resulted from a discrepancy in a report that the financial report Audited Party provided by to the audited Auditing Party for during the audited applicable audit period, which underpayment or overpayment was more than [***] of the amount set forth in such reportreport or [***], whichever is greater, in which case the audited Audited Party shall reimburse bear the auditing Party for the costs for full cost of such audit. If such accounting firm correctly identifies a discrepancy made during such period, any unpaid amounts or overpaid amounts that are discovered shall be paid/refunded promptly but in any event within [***] = Certain confidential of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The Auditing Party shall treat all financial information contained subject to review under this Section 9.8 in this document, marked by brackets, is filed accordance with the Securities confidentiality and Exchange Commission non-use provisions of Article 10, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating it to retain all such information in confidence pursuant to Rule 406 such confidentiality agreement. Upon the expiration of [***] following the Securities Act end of 1933any Calendar Year, as amendedroyalty calculations and joint Development Cost sharing calculations with respect to such Calendar Year shall be binding and conclusive upon both parties. Unless an audit is ongoing with respect to such period, the Parties shall be released from any liability or accountability with respect to said calculations for such Calendar Year.

Records and Audit Rights. (a) Each Party shall maintain complete keep complete, true and accurate financial books and records in sufficient detail accordance with its Accounting Standards in relation to permit this Agreement, including, with respect to Novartis, in relation to Net Sales and royalties, and, with respect to Legend, in relation to the other Development Costs. Each Party will keep such books and records for [***]. (b) A Party may, upon written request, cause an [***] accounting firm [***] (the “Auditor”) to confirm inspect the accuracy relevant records of the amount of research audited Party and its Affiliates to verify such Development Plan Costs to be reimbursed Costs, Net Sales or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreementthe related reports, statements and books of accounts, as applicable. Upon reasonable prior noticeBefore beginning its audit, such records the Auditor shall be open during regular business hours for a period of [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by execute an independent certified public accountant selected by the auditing Party and reasonably agreement acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing Party only [***] regarding any payments owed under this Agreement. (c) The audited Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party. Any such auditor The records shall not disclose be reviewed [***] to verify the accuracy of payments made by the audited Party’s . Such inspection right shall not be exercised [***]. In addition, the auditing Party shall only be entitled to audit the books and records of the audited Party from the [***] in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, which information shall constitute the Confidential Information to of the auditing audited Party, except to the extent such disclosure is necessary to verify enforce its rights under this Agreement or to the accuracy of the financial reports furnished by extent required to comply with any Applicable Laws. (d) The Auditor shall provide its audit report and basis for any determination to the audited Party or at the amount of payments time such report is provided to or the auditing Party before it is considered final; provided that [***], the Auditor shall provide [***] to [***]. The audited Party shall have the right to request a further determination by such Auditor as to matters which the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) disputes within [***] days after the accountant’s receipt of such report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the . The audited Party in will provide the auditing Party and the Auditor with [***] and the Auditor shall undertake to complete such further determination within [***] the dispute notice is provided, which case any dispute with respect thereto determination shall be limited to the disputed matters. Any matter that remains unresolved shall be resolved in accordance with the dispute resolution procedures contained in Section 15.7). 16.5. (e) In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by the audited Party, the underpaid or overpaid amount shall be settled [***], including in the case of any overpayment, [***]. (f) The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to[***]. In addition, or an underpayment byif [***] is discovered, the audited Party that resulted from a discrepancy in the financial report provided fees and expenses charged by the audited Party for the audited period, which underpayment or overpayment was more than Auditor shall be paid by [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended*].

Records and Audit Rights. (a) Each Party shall maintain complete keep complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail to permit for the other Party to confirm determine the accuracy of the amount of research payments due and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable costs incurred under this Agreement, including the royalties, Development Costs and, during the Co-Detailing Period, FTE utilization. Upon reasonable prior notice, Each Party will keep such records shall be open during regular business hours for a period of [*] years from the creation of individual books and records for examination at least ******** years following the auditing end of the fiscal year to which they pertain. (b) During the term of this Agreement and for ******** years thereafter, each Party (“Auditing Party’s expense”) shall have the right to appoint an independent, and not more often than once each calendar year, by an independent certified public accountant selected by internationally recognized accounting firm (“Auditor”) to audit the auditing relevant records of the other Party and reasonably acceptable its Affiliates (and, in the case of Novartis, its sublicensees) which are authorized to the audited Party for the sole purpose of verifying for the auditing Party the accuracy sell Product or perform obligations of the financial reports furnished by the audited Party pursuant to this Agreement or of any (“Audited Party”) to confirm Net Sales, royalties, Development Costs, FTE utilization (with respect to Licensor) and other payments madefor a period covering not more than the preceding ******** fiscal years; provided, or required to be madehowever, by or that the Auditor is reasonably acceptable to the audited Audited Party pursuant and before beginning its audit, executes an undertaking reasonably acceptable to this Agreementthe Audited Party by which the Auditor shall keep confidential all information reviewed during such audit and any other agreement customarily required by the Audited Party relating to access to its premises and books and records. Any such auditor The Auditor shall not have the right to disclose to the audited Party’s Auditing Party only its conclusions regarding the audit, which will remain Confidential Information to of the auditing Audited Party, except subject to Section 12. (c) The Audited Party shall make its records (and those of its Affiliates and sublicensees, as applicable) available for inspection by the extent Auditor during regular business hours at the facility(ies) of the Audited Party where such disclosure is necessary records are customarily kept, upon reasonable notice from the Auditing Party solely to verify the accuracy of the financial reports furnished by the audited Party or the amount of given, payments to or by the audited Party due and costs shared under this Agreement. Any amounts shown to Such audit right may only be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith exercised once per calendar year by the audited Auditing Party in which case any dispute and only once with respect thereto shall be resolved in accordance with Section 15.7). to records covering any specific fiscal year. (d) The auditing Auditing Party shall bear the full cost of such audit audit, unless such audit reveals an overpayment to, or it discloses an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided of royalties or overbooking of costs by the audited Audited Party for of more than ******** of the amount of royalties, costs or FTE funding due or incurred over the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case case, the audited Audited Party shall reimburse bear the auditing Party for the costs for full cost of such audit. [*] = Certain confidential information contained in this documentThe Audited Party shall promptly remit to the Auditing Party the amount of any underpayment of royalties or the amount due because of any overbooking of costs or FTEs, marked by brackets, is filed with and Novartis may credit against any subsequent royalties due to Licensor the Securities and Exchange Commission pursuant to Rule 406 amount of the Securities Act any overpayment of 1933, as amendedroyalties.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research Clinical Development Costs, Operating Profit (and Development Plan Costs to be reimbursed or sharedLoss), achievement of sales milestones, royalty payments royalties and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of […***…] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such Such audits not occur more often than [*…***…] each calendar year. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within […***…] days after the accountant’s report, plus interest (as set forth in Section 9.78.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.714.6). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than […***…] percent ([…***…]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment exceeds such five percent amount, then the auditing Party will refund such amount to the auditing Party within […***…] = Certain confidential information contained days after the accountant’s report (unless challenged in this document, marked good faith by brackets, is filed the audited Party in which case any dispute with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedrespect thereto shall be resolved in accordance with Section 14.7).

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit During the other Party to confirm the accuracy Term of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours and for a period of [*] years from after their creation, each Party will keep complete and accurate books and records sufficient to verify compliance or non-compliance with the creation provisions of individual records for examination this Agreement. Each Party will, upon at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected least thirty (30) days' prior written request by the auditing other Party, allow such Party, or a representative of such Party and who is reasonably acceptable to the audited Party, to audit such books and records at the audited Party's premises to the extent necessary to verify the performance of the other Party's obligations hereunder; provided that (a) any such audit is conducted during normal business hours and in a manner designed to not unreasonably interfere with the audited Party's ordinary business operations; (b) audits may not occur more frequently than once every twelve (12) months; and (c) each such audit may only cover periods that were not previously audited. The audited Party for the sole purpose of verifying for will cooperate with the auditing Party and its representatives in the accuracy conduct of such audit. If any audit reveals that the financial reports furnished audited Party has failed properly account for, charge and/or pay any amount hereunder which results in an overpayment by the auditing Party or an underpayment by the audited Party pursuant to this Agreement or of any payments madeParty, or required to be made, by or to then the audited Party pursuant to this Agreement. Any will promptly pay the auditing Party any such auditor shall not disclose amount, together with interest on the audited Party’s Confidential Information monies owed at an annual rate of [*] from on the date on which such overpayment was made or such overdue amount should have been paid to the auditing Party. If any audit reveals that the audited Party has failed properly account for, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished charge and/or pay any amount hereunder which results in an overpayment by the audited Party or the amount of payments to or an underpayment by the audited Party under this Agreement. Any amounts shown to be owed but unpaidParty, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within by [*] days after the accountant’s reportor more, plus interest (as set forth then in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case addition to paying any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment byamount due, the audited Party that resulted from a discrepancy in will reimburse the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth its reasonable out-of-pocket expenses incurred in such report, in which case the audited Party shall reimburse the auditing Party for the costs for conducting such audit. [*] = Certain confidential Each Party agrees that any information contained learned by or disclosed to it or its auditor in this document, marked by brackets, connection with such audit is filed with the Securities and Exchange Commission pursuant to Rule 406 Confidential Information of the Securities Act of 1933, as amendedaudited Party.

Records and Audit Rights. (a) Each Party (the “Paying Party”) shall maintain complete keep and cause its applicable Affiliates to keep (and, in the case of Infinity, Infinity shall cause the Infinity Related Parties to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail to permit for the other Party (the “Paid Party”) to confirm determine the accuracy of the amount of research payments due and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable costs incurred under this Agreement, including the Royalties. Upon reasonable prior notice, Each Paying Party will keep such records shall be open during regular business hours for a period of [*] years from the creation of individual books and records for examination at least three (3) years following the auditing Party’s expense, date of the payment to which they pertain. (b) Upon the written request of the Paid Party and not more often than once in each calendar year, by the Paying Party shall permit an independent certified public accountant accounting firm of nationally recognized standing selected by the auditing Paid Party and reasonably acceptable to the audited Paying Party for the sole purpose of verifying for the auditing Party the accuracy to have access during normal business hours to such of the financial reports furnished by records of the audited Paying Party pursuant to this Agreement or of any payments madeand its applicable Affiliates (and, or required to as applicable, the Infinity Related Parties) as may be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is reasonably necessary to verify the accuracy of the financial payments due and costs incurred under this Agreement, including the royalty reports furnished under this Agreement, for any period ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to the Paid Party only whether the payments due and costs incurred, including any payment reports (as applicable), are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Paid Party without the prior consent of the Paying Party unless disclosure is required by law, regulation or judicial order. If the Paid Party determines that disclosure is required by law, regulation or judicial order, it shall, if permitted, give the Paying Party prior notice thereof reasonably sufficient for the Paying Party to seek a protective order against or limiting such disclosure. The Paying Party is entitled to require the accounting firm to execute a reasonable confidentiality agreement prior to commencing any such audit. (c) The fees charged by such accounting firm shall be paid by the audited Party or Paid Party; provided, however, that if the amount of payments to or audit uncovers an underpayment by the audited Paying Party that exceeds five percent (5%) of the total payment owed, then the fees of such accounting firm shall be paid by the Paying Party unless the reason for such underpayment was a miscalculation on the part of the Paid Party. Any underpayments or unpaid amounts discovered by such audit or otherwise will be paid promptly by the Paying Party within thirty (30) days of the date the Paid Party delivers to the Paying Party such accounting firm’s written report, or as otherwise agreed upon by the Parties, plus interest calculated in accordance with Section 9.7 unless the reason for such underpayment was a miscalculation on the part of the Paid Party. In the event of an overpayment by the Paying Party, the Paying Party shall be entitled to credit such overpayment against any subsequent payment due to the Paid Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. (a) Each Party shall maintain complete keep complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail to permit for the other Party to confirm determine the accuracy of the amount of research payments due and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable costs incurred under this Agreement, including the Royalties, reimbursement for FTEs and other reimbursable costs hereunder. Upon reasonable prior notice, Each Party will keep such books and records for at least three (3) years following the end of the fiscal year to which they pertain. (b) Each of SGX and Novartis (the “auditing Party”) shall be open during regular business hours have the right for a period of [*] three (3) years from after receiving any report or statement with respect to payments due and payable to appoint an internationally-recognized independent accounting firm (the creation “auditor”) reasonably acceptable to the other Party (the “audited Party”) to inspect the relevant records of individual the audited Party or its Affiliates, licensees or sublicensees to verify such reports, statements, records for examination at or books of accounts, as applicable. Before beginning its audit, the auditing Party’s expense, and not more often than once each calendar year, by auditor shall execute an independent certified public accountant selected by the auditing Party and reasonably undertaking acceptable to the audited Party for by which the sole purpose of verifying for auditor shall keep confidential all information reviewed during such audit. The auditor shall have the right to disclose to the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of its only conclusions regarding any payments made, or required to be made, by or owed to the audited auditing Party pursuant to this Agreement. Any such auditor shall not disclose or the audited Party’s Confidential Information to , as the case may be. (c) The audited Party or its Affiliates, licensees or sublicensees, as applicable, shall make its records available for inspection by such auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party, except to the extent such disclosure is necessary solely to verify the accuracy of the financial reports furnished by the audited Party or the amount its Affiliate’s, licensee’s or sublicensee’s sales reports, payments records or books of payments to or by the audited Party under accounts and compliance in other respects with this Agreement. Any amounts shown to Such inspection right shall not be owed but unpaid, or overpaid and exercised more than once in need of reimbursement, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute Calendar Year nor more frequently than once with respect thereto shall be resolved in accordance with Section 15.7)to records covering any specific period of time. The auditing Party shall bear hold in strict confidence all information received and all information learned in the full cost course of any audit or inspection, except to the extent necessary for the auditing Party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. (d) The auditing Party shall pay its own costs of such audit unless such audit reveals an overpayment toinspections, or an underpayment byas well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, the audited Party except that resulted from a discrepancy in the financial report provided event there is any upward adjustment in aggregate amounts payable for any year shown by the audited Party for the audited period, which underpayment or overpayment was such inspection of more than [***] of the amount set forth in such reportpaid, in which case the audited Party shall reimburse the auditing Party for the costs pay for such auditinspection. [*] = Certain confidential information contained in this documentNovartis shall promptly pay SGX the amount of any underpayment of Royalties, marked by bracketsamounts reimbursed for FTEs or other reimbursable costs. SGX shall promptly pay Novartis the amount of any overpayment of amounts reimbursed for FTEs or other reimbursable costs, is filed with and Novartis may credit against any subsequent Royalties due to SGX the Securities and Exchange Commission pursuant to Rule 406 amount of the Securities Act any overpayment of 1933, as amendedRoyalties.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Development Plan Costs to be reimbursed or sharedExpenses, achievement of sales milestones, 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 [*] years ** from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an Confidential EXECUTION VERSION independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such Such audits not occur more often than *** each ***. Such auditor shall not disclose the audited Party’s Confidential Information to the 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 audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within [*] days ** after the accountant’s report, plus interest (as set forth in Section 9.77.5) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] ** of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [The audited Party will refund to the auditing Party any such overpayment received by the audited Party within *] = Certain confidential information contained in this document, marked by brackets, is filed with ** after the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedaccountant’s report.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit During the other Party to confirm the accuracy Term of the amount of research and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours and for a period of [*] years from after their creation, each Party will keep complete and accurate books and records sufficient to verify compliance or non-compliance with the creation provisions of individual records for examination this Agreement. Each Party will, upon at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected least thirty (30) days' prior written request by the auditing other Party, allow such Party, or a representative of such Party and who is reasonably acceptable to the audited Party, to audit such books and records at the audited Party's premises to the extent necessary to verify the performance of the other Party's obligations hereunder; provided that (a) any such audit is conducted during normal business hours and in a manner designed to not unreasonably interfere with the audited Party's ordinary business operations; (b) audits may not occur more frequently than once every twelve (12) months; and (c) each such audit may only cover periods that were not previously audited. The audited Party for the sole purpose of verifying for will cooperate with the auditing Party and its representatives in the accuracy conduct of such audit. If any audit reveals that the financial reports furnished audited Party has failed properly account for, charge and/or pay any amount hereunder which results in an overpayment by the auditing Party or an underpayment by the audited Party pursuant to this Agreement or of any payments madeParty, or required to be made, by or to then the audited Party pursuant to this Agreement. Any will promptly pay the auditing Party any such auditor shall not disclose amount, together with interest on the audited Party’s Confidential Information monies owed at an annual rate of two percent (2%) over the prime rate of interest reported in The Wall Street Journal from on the date on which such overpayment was made or such overdue amount should have been paid to the auditing Party. If any audit reveals that the audited Party has failed properly account for, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished charge and/or pay any amount hereunder which results in an overpayment by the audited Party or the amount of payments to or an underpayment by the audited Party under this Agreement. Any amounts shown to be owed but unpaidParty, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within by [*] days after the accountant’s reportor more, plus interest (as set forth then in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case addition to paying any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment byamount due, the audited Party that resulted from a discrepancy in will reimburse the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth its reasonable out-of-pocket expenses incurred in such report, in which case the audited Party shall reimburse the auditing Party for the costs for conducting such audit. [*] = Certain confidential Each Party agrees that any information contained learned by or disclosed to it or its auditor in this document, marked by brackets, connection with such audit is filed with the Securities and Exchange Commission pursuant to Rule 406 Confidential Information of the Securities Act of 1933, as amendedaudited Party.

Records and Audit Rights. (a) Each Party shall maintain complete keep complete, true and accurate books and records in sufficient detail accordance with its Accounting Standards in relation to permit this Agreement, including, with respect to Novartis, in relation to Net Sales and royalties, and with respect to Conatus, in relation to the other Party to confirm the accuracy of the amount of research Out-of-Pocket Costs and Development Plan Costs to be reimbursed or shared, achievement of sales milestones, royalty payments FTE Costs. Each Party will keep such books and other amounts payable under this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of at least [***] years from following the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the year to which they pertain. (b) The auditing Party and may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the audited Party for Party, to inspect the sole purpose relevant records of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant and its Affiliates to this Agreement or verify the, with respect to Novartis, the royalties payable by Novartis and the related reports statements and books of any payments madeaccounts, or required as applicable, and with respect to be madeConatus, by or the Out-of-Pocket Costs and FTE Costs, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the audited Party pursuant by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing Party only its conclusions regarding any payments owed under this Agreement. (c) The audited Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party. The records shall be reviewed solely to verify the accuracy of Novartis’ royalties or Conatus’ Out-of-Pocket Costs and FTE Costs, as the case may be, and compliance with this Agreement. Any such auditor Such inspection right shall not disclose be exercised more than once in any calendar year and not more frequently than once with respect to records covering any specific period of time. In addition, auditing Party shall only be entitled to audit the books and records of the audited Party’s Confidential Information Party from the [***] calendar years prior to the calendar year in which the audit request is made. The auditing PartyParty agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent such disclosure is necessary to verify enforce its rights under this Agreement or to the accuracy extent required to comply with any law, regulation or judicial order. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) The Auditor shall provide its audit report and basis for any determination to the audited Party at the time such report is provided to the auditing Party before it is considered final. (e) In the event that the final result of the financial reports furnished inspection reveals an undisputed underpayment or overpayment by the audited Party, the underpaid or overpaid amount shall be settled promptly. (f) The auditing Party or shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder. In addition, if an underpayment of more than [***] percent ([***]%) of the amount of total payments to or due for the applicable audit period is discovered, the fees and expenses charged by the Auditor shall be paid by the audited Party. The audited Party under this Agreement. Any amounts shown shall have the right to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (request a further determination by such Auditor as to matters which the case may be) audited Party disputes within [***] days following receipt of such report. The audited Party will provide the auditing Party and the Auditor with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Auditor shall undertake to complete such further determination within [***] days after the accountant’s reportdispute notice is provided, plus interest (as set forth which determination shall be limited to the disputed matters. The Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in Section 9.7) from relation to the original due date (unless challenged in Audit by good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendeddiscussion.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Research Plan Costs, Development Plan Costs Costs, [ * ] to be reimbursed or sharedreimbursed, achievement of sales milestones, 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 [*[ * ] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Any such Such audits shall not occur more often than once each calendar year. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within [*[ * ] days after the accountant’s report, plus interest (as set forth in Section 9.711.10) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*[ * ] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*If any such overpayment exceeds such [ * ] = Certain confidential information contained in this documentamount, marked by bracketsthen the auditing Party will refund such amount to the audited Party within [ * ] days after the accountant’s report. On the other hand, is filed with if any such overpayment does not exceed such [ * ] amount, the Securities and Exchange Commission pursuant auditing Party shall have the right to Rule 406 credit the amount of such overpayment against its future payment obligations to the Securities Act of 1933audited Party, as amendedprovided that such future payments are expected.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Development Plan Costs other costs to be reimbursed or sharedreimbursed, achievement of sales milestones, royalty payments royalties and other amounts payable under this AgreementAgreement for the then current Calendar Year, and during the preceding [*] Calendar Years. Upon reasonable prior notice, which shall be no less than upon [*] days prior written notice, such records shall be open during regular business hours for a period of [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the basis and accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement; provided however, that records for a particular period may only be audited once. Any such Such audits may occur no more often than [*]. Such auditor shall enter into a confidentiality agreement between the auditor and the auditing Party and not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any undisputed amounts shown to be owed [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. but unpaid, or overpaid and in need of reimbursementrefund, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.79.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such reportdue for the entire period being audited, in which case the audited Party shall reimburse the auditing Party for the reasonable costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Development Plan Costs other costs to be reimbursed or sharedreimbursed, achievement of sales milestones, royalty payments royalties and other amounts payable under this AgreementAgreement for the then current Calendar Year, and during the preceding [*] Calendar Years. Upon reasonable prior notice, which shall be no less than upon [*] days prior written notice, such records shall be open during regular business hours for a period of [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. sole purpose of verifying for the auditing Party the basis and accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement; provided however, that records for a particular period may only be audited once. Any such Such audits may occur no more often than [*]. Such auditor shall enter into a confidentiality agreement between the auditor and the auditing Party and not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any undisputed amounts shown to be owed but unpaid, or overpaid and in need of reimbursementrefund, shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.79.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such reportdue for the entire period being audited, in which case the audited Party shall reimburse the auditing Party for the reasonable costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. Each Party and its Affiliates shall maintain maintain, and Genentech shall cause its Sublicensees to maintain, complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of research and Development Next Gen Research Plan Costs to be reimbursed or sharedand Joint Development Costs, achievement of sales milestones, 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 [*] years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party entity for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited other Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited other Party pursuant to this Agreement. Any such Such audits shall not occur more often than once each calendar year. Such auditor shall not disclose the audited Partyentity’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited other Confidential Execution Version Party or the amount of payments to or by the audited other Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, unpaid shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.77.8) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7)date. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited other Party that resulted from a discrepancy in the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited other Party shall reimburse the auditing Party for the costs for such audit. If the auditing Party does not request verification of any achievement of milestones, royalty payments and other amounts payable under this Agreement within [*] = Certain confidential information contained in this document], marked by brackets, is filed with then the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedauditing Party will [*].

Records and Audit Rights. Each Party shall maintain complete keep complete, true, and accurate books and records in sufficient detail accordance with its Accounting Standards in relation to permit this Agreement, including with respect to Development Costs, Net Sales, collaboration payments, and Product Price. Each Party will keep such books and records for at least three (3) years following the Calendar Year to which they pertain. Each Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the other Party (the “Audited Party”), to confirm inspect the accuracy relevant records of such Audited Party and its Affiliates to verify the amount payments made and amounts reported by the Audited Party and the related reports, statements, and books of research and Development Plan Costs accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to be reimbursed or shared, achievement of sales milestones, royalty the Audited Party by which the Auditor shall agree to keep confidential all information made available to the Auditor during the audit. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments and other amounts payable owed under this Agreement. Upon reasonable prior notice, such Each Party and its Affiliates and sublicensees shall make their records shall be open available for inspection by the Auditor during regular business hours for a period at such place or places where such records are customarily kept, upon receipt of [*] years reasonable advance notice from the creation of individual Auditing Party. The records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to shall be made, by or to the audited Party pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary reviewed solely to verify the accuracy of the Audited Party’s collaboration payments and other payment obligations and compliance with the financial reports furnished by the audited Party or the amount terms of payments to or by the audited Party under this Agreement. Any amounts shown Such inspection right shall not be exercised more than once without cause in any Calendar Year and not more frequently than once without cause with respect to records covering any specific period of time. In addition, the Auditing Party shall only be owed but unpaidentitled to audit the books and records of the Audited Party from the three (3) Calendar Years prior to the Calendar Year in which an audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with Applicable Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or an overpayment by either Party, the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay for any audit, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, that, if an underpayment of amounts due or overpayment of amounts payable by the Auditing Party of more than twenty percent (20%) of the total payments due hereunder for the applicable year is discovered, the fees and in need of reimbursement, expenses charged by the Auditor shall be paid or refunded (as the case may be) within [*] days after the accountant’s report, plus interest (as set forth in Section 9.7) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedAudited Party.