Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. Licensee shall keep, and cause its Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report.

Records and Audit Rights. Licensee (a) FivePrime shall keep, and cause require each of its Sublicensees sublicensees to keep, complete, true and accurate books and records in relation to this Agreement, including in connection with the determination of Net Sales. Upon the written request of Galaxy and books containing all particulars that not more than once in each Calendar Year (other than for cause), FivePrime shall permit an independent certified public accounting firm selected by Galaxy, and reasonably acceptable to FivePrime, to have access during normal business hours to such of the records of FivePrime as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than *** years prior to the purpose date of showing such request. Galaxy shall treat all financial information subject to review under this Section 4.10 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement. (b) FivePrime may require an accounting firm conducting an audit hereunder to sign a non-disclosure agreement to protect the confidentiality of FivePrime’s Confidential Information before providing such accounting firm access to FivePrime’s facilities, books or records. Upon completion of any audit hereunder, the accounting firm shall provide both FivePrime and Galaxy a written report disclosing whether the royalty reports submitted by FivePrime are correct or incorrect, whether the amounts payable to Mount Sinai hereunder. Copies paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. (c) Galaxy shall bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that if any such audit uncovers an underpayment of all such records and books shall be kept at Licensee’s principal place of business milestone payments or the principal place of business royalties by FivePrime that exceeds *** percent (***%) of the appropriate division of Licensee to which this Agreement relates. The records total owed for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors such payment or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicenseepayment period, as applicable, not more than twice each Calendar Year then FivePrime shall reimburse Galaxy for the expenses and costs of such accounting firm in performing such audit. (d) If such accounting firm concludes that FivePrime has in aggregate underpaid amounts owed to Galaxy during the Term and once per Calendar Year after audited period, FivePrime shall pay Galaxy the expiration or termination amount of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) *** days of the conclusion of date Galaxy delivers to FivePrime such auditaccounting firm’s written report. If such accounting firm concludes that FivePrime has in aggregate overpaid amounts owed to Galaxy during the audited period, provide Mount Sinai with a written statementFivePrime shall (i) credit such overpaid amount against any future payment obligation to Galaxy, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the or (ii) if FivePrime will have no future payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted obligations under this Section but unpaid will be due immediately Agreement, then FivePrime may require Galaxy to refund such overpaid amount and payable by Licensee within sixty (60) days after receipt of the auditor’s reportGalaxy shall promptly pay such refund to FivePrime.

Records and Audit Rights. Licensee shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai Licensor hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount SinaiLicensor. Such books and the supporting data shall be open to inspection by Mount SinaiLicensor, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount SinaiLicensor, its contractors or agents upon not less than seven (7) calendar days written notice to Licensee Licensee, its Affiliate, or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar Five Thousand dollars ($5,000) discrepancy in reporting to Mount SinaiLicensor’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee Licensee, its Affiliate, or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai Licensor hereunder, Licensee and/or Licensee, its Affiliate, or Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai Licensor with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai Licensor over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s reportLicensor.

Records and Audit Rights. Licensee Cytokinetics shall keep, and cause its Sublicensees to keep, complete, true maintain complete and accurate records in sufficient detail to permit Astellas to confirm the accuracy of the amount of the Shared Development Cost, royalty payments and books containing all particulars that may be necessary for the purpose of showing the other amounts payable to Mount Sinai hereunderunder this Agreement. Copies of all Upon reasonable prior notice, such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times during regular business hours for a term period of five (5) [ * ] years following from the end creation of the Calendar Year to which they pertain, individual records for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited examination by an independent certified public accountant with respect selected by Astellas and reasonably acceptable to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days Cytokinetics for the sole purpose of verifying for Astellas the accuracy of the conclusion of such audit, provide Mount Sinai with a written statement, certified financial reports furnished by said auditor, setting forth the calculation of royalties, fees, and other payments due Cytokinetics pursuant to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment this Agreement or of any outstanding amounts due payments made, or required to Mount Sinaibe made, by or to Cytokinetics pursuant to this Agreement. For claritySuch audits shall not occur more often than once each calendar year. Such auditor shall not disclose Cytokinetics’ Confidential Information to Astellas, any except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Cytokinetics or the amount of payments under this Agreement. Any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will shall be due immediately and payable by Licensee paid within sixty (60) [ * ] days after receipt the accountant’s report, plus interest (as set forth in Section 5.5) from the original due date. Astellas shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, Cytokinetics that resulted from a [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. discrepancy in the financial report provided by Cytokinetics for the audited period, which underpayment or overpayment was more than [ * ] of the auditoramount set forth in such report, in which case Cytokinetics shall reimburse Astellas for the costs for such audit. If any such overpayment exceeds such [ * ] amount, then Astellas shall refund such amount to Cytokinetics within [ * ] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [ * ] amount, Astellas shall have the right to credit the amount of such overpayment against its future payment obligations to Cytokinetics, provided that such future payments are expected.

Records and Audit Rights. Licensee (a) LabCorp shall keep, and cause its Sublicensees to keep, completekeep full, true and accurate books of accounts and other records and books containing all particulars that information and data which may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records ascertain and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times verify [ * ] for a term period of five (5) three years following the end year to which such records relate. During the term of this Agreement and for a period of three years following its termination, ARCA, CardioDx and UC shall have the right to audit, or have an agent, accountant or other representative audit (in each case in a manner that does not unreasonably interfere with LabCorp’s operations) such books, records and supporting data upon fifteen (15) days prior written notice. Any audit shall be at ARCA’s, CardioDx’s or UC’s expense (as applicable), except that LabCorp shall reimburse ARCA, CardioDx or UC for the cost of the Calendar Year to which they pertainaudit in the event that ARCA, for the purpose CardioDx or UC discovers an underpayment of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five ten percent (510%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay more of the full cost amount due. Any underpayment of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, due from LabCorp hereunder shall be paid within thirty (30) days of the conclusion delivery of such a written accountant’s report to the Parties. (b) Beginning with first commercial sale of the Drug Product, ARCA shall provide a written report to LabCorp on a quarterly basis (within sixty days after the end of each calendar quarter) indicating its cumulative net sales of the Drug Product, [ * ]. ARCA shall keep full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the net sales of the Drug Product for purposes of [ * ] for a period of three years following [ * ]. During the term of this Agreement until [ * ] LabCorp shall have the right to audit, provide Mount Sinai or have an agent, accountant or other representative audit (in each case in a manner that does not unreasonably interfere with a ARCA’s operations) such books, records and supporting data upon fifteen (15) days prior written statementnotice. Any audit shall be at LabCorp’s expense (as applicable), certified except that ARCA shall reimburse LabCorp for the cost of the audit in the event that LabCorp discovers ARCA has under-reported net sales by said auditorten percent (10%) or more. [*] Certain confidential information contained in this document, setting forth the calculation of royaltiesmarked by brackets, fees, has been omitted and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together filed separately with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed Securities and Exchange Commission pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt Rule 24b-2 of the auditor’s reportSecurities and Exchange Act of 1934, as amended.

Records and Audit Rights. Licensee a. MSGI shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records Records and books shall be kept at LicenseeMSGI’s principal place of business or the principal place of business of the appropriate division of Licensee MSGI to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which submission of the applicable report was submitted to Mount Sinaireport. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents agents, upon at least thirty (30) days prior notice to MSGI, its Affiliate, or Sublicensee, as applicable, at all reasonable times terms for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying LicenseeMSGI’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount SinaiSinai on at least 45 days’ advance notice to MSGI, its contractors Affiliate, or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not no more than twice one audit of MSGI and each Calendar Year Affiliate, or Sublicensee shall be conducted in any 2 calendar years, during the Term normal business hours, and once per Calendar Year in any 2 calendar years for five (5) years after the expiration or termination of this Agreement. If any amounts due to Mount Sinai have been underpaid, then MSGI shall promptly pay to Mount Sinai the amount of such underpayment plus accrued interest of LIBOR plus 2% but never greater than 8% (or maximum allowed by law, if less). Should such inspection lead to the discovery of at least a five [***] percent (5[***]%) or five thousand dollar [***] Dollar ($5,000[***]) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee MSGI agrees to pay reimburse Mount Sinai for the full cost of such inspection. Whenever Licensee MSGI, its Affiliate, or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunderaccountant, Licensee and/or MSGI, its Affiliate, or Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entityparty. b. Such audits may, together in Mount Sinai’s sole discretion, consist of a self-audit conducted by MSGI at MSGI’s expense and certified in writing by a certified public accountant. All information examined pursuant to this Agreement shall be deemed to be the Confidential Information of MSGI. Further, whenever MSGI and/or its affiliates has its books and records Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. 9 audited by an independent certified public accountant, MSGI and/or its affiliates will, within 30 days of the conclusion of such audit, provide Mount Sinai with a written statement of said auditor, setting forth the payment calculation of any outstanding amounts due to Mount Sinai. For claritySinai over the time period audited, as determined from the books and records of MSGI, but said auditor does not need to give any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s reportaudit opinion with said statement.

Records and Audit Rights. Licensee shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable due to Mount Sinai Licensor hereunder. Copies of all such records and books of Licensee and Affiliates, and copies of all records and books of Sublicensees available to Licensee, shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relatesbusiness. The Such records and books for each Quarter will shall be maintained for at least five (5) years [***] after the Calendar Year in for which the applicable report was submitted to Mount SinaiLicensor. Such records and books and the supporting data shall be open to available for inspection by Mount SinaiLicensor, its or contractors or agents at all reasonable times of Licensor reasonably acceptable to Licensee, as set forth below, for a term of five (5) years [***] following the end of the Calendar Year to for which they pertain, the applicable report was submitted for the purpose of verifying the accuracy of Licensee’s royalty statement or compliance in other respects with payment obligations under the terms of this Agreement. Such access will be available to Mount SinaiLicensor, its or contractors or agents of Licensor reasonably acceptable to Licensee, upon not less than seven (7) days [***] written notice to Licensee or its Sublicensee, as applicable, and not more often than twice each once in any Calendar Year during the Term and not more often than once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting [***] underpayment to Mount Sinai’s detriment (whichever is greater)Licensor, Licensee agrees to pay the full cost of such inspection, not including administrative costs of Licensor. Whenever Licensee or its Sublicensee any Affiliate has its records and books and records audited by an independent certified public accountant with respect to any Quarter in for which amounts payments are payable due to Mount Sinai Licensor hereunder, Licensee and/or its Sublicensee, as applicable, willLicensee, within thirty (30) days [***] after Licensee’s receipt of the conclusion a final report of such audit, shall provide Mount Sinai Licensor with a written statement, certified by said auditorindependent certified public accountant, setting forth of the calculation accuracy of royalties, fees, and other payments due paid by Licensee to Mount Sinai over the time period audited Licensor as determined from the such records and books and records of and, if an underpayment is revealed by such Entityaudit, together with the payment of Licensee shall pay to Licensor any outstanding amounts amount due to Mount Sinai. For clarityLicensor including, any amounts shown to be owed pursuant to any audits conducted under this if applicable, interest on such underpayment in accordance with Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report5.7.

Records and Audit Rights. Licensee shall keep, and cause its Sublicensees to keep, keep complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report.