Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. (a) Each Party shall keep complete, true, and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including, with respect to Gilead, its Affiliates, and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse under this Agreement. Each Party or other selling entity shall keep such books and records for at least [***] years following the Calendar Year to which they pertain or for such longer period of time as required under any Applicable Law. (b) Each Party (the “Auditing Party”) shall have the right, once per [***] and at its own expense, to have an internationally recognized, independent, certified public accounting firm (the “Auditor”), selected by the Auditing Party and reasonably acceptable to the other Party (the “Audited Party”), review any such records of such other Party (either directly by the Auditing Party or through the Audited Party) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Party, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken within the [***] period preceding the date of the request for review. Records for any particular period may be audited only once. (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within [***] days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due or overpayment of amounts payable by the Auditing Party is greater than [***] of the amount due for the entire period being examined, in which case the Audited Party shall pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination shall be paid by the Auditing Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or (ii) within [***] days of the Auditing Party’s receipt of the applicable report. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].

Records and Audit Rights. (a) Each Party shall keep complete, true, maintain complete and accurate books and records in accordance with its Accounting Standards in relation sufficient detail to this Agreementpermit the other Party to confirm the accuracy of the amount of Research Plan Costs to be reimbursed, includingachievement of Milestone Events, with respect to Gilead, its Affiliates, royalty payments and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse other amounts payable under this Agreement. Each Party or other selling entity shall keep such books and records for at least Upon not less than [***] years following prior notice, the Calendar Year to which they pertain or party maintaining the applicable records shall make such records available during normal business hours for such longer period of time as required under any Applicable Law. (b) Each Party (the “Auditing Party”) shall have the right, once per [***] and at its own expense, to have examination by an internationally recognized, independent, independent certified public accounting firm (the “Auditor”), accountant selected by the Auditing auditing Party and reasonably acceptable to the other audited Party (the “Audited Party”), review any such records of such other Party (either directly by the Auditing Party or through the Audited Party) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Party, for the sole purpose of verifying for the basis and auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made and deductions taken within made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audits shall not occur more often than [**], the audit shall last not longer than [**] period preceding and shall be conducted by a reasonable number of persons. The auditor shall not disclose the date audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the request for reviewfinancial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for any particular period may Any amounts shown to be audited only once. (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, owed but unpaid shall be paid within [***] days after receipt the accountant’s report, plus interest (as set forth in Section 8.10) from the original due date. The auditing Party shall bear the full costs of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the 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 of amounts due or overpayment of amounts payable by the Auditing Party is greater was more than [**] percent ([*] *]%) of the amount due for the entire period being examinedset forth in such report, in which case the Audited audited Party shall pay reimburse the reasonable cost charged by auditing Party for the Auditor costs for such reviewaudit. Any undisputed overpayments by If any overpayment is identified, the Audited auditing Party revealed by an examination shall be paid by will refund such amount to the Auditing audited Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or (ii) within [***] days of after the Auditing Partyaccountant’s receipt of the applicable report. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].

Records and Audit Rights. (a) Each Party (the “Paying Party”) shall 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, true and accurate books and records in accordance with its Accounting Standards in relation sufficient detail for the other Party (the “Paid Party”) to determine the payments due and costs incurred under this Agreement, including, with respect to Gilead, its Affiliates, and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under including the Programs or otherwise which Gilead is obligated to reimburse under this AgreementRoyalties. Each Paying Party or other selling entity shall will keep such books and records for at least [***] three (3) years following the Calendar Year date of the payment to which they pertain or for such longer period of time as required under any Applicable Lawpertain. (b) Each Upon the written request of the Paid Party (and not more than once in each calendar year, the “Auditing Party”) Paying Party shall have the right, once per [***] and at its own expense, to have permit an internationally recognized, independent, independent certified public accounting firm (the “Auditor”), of nationally recognized standing selected by the Auditing Paid Party and reasonably acceptable to the other Paying Party (to have access during normal business hours to such of the “Audited Party”), review any such records of such other the Paying Party and its applicable Affiliates (either directly by and, as applicable, the Auditing Party or through Infinity Related Parties) as may be reasonably necessary to verify the Audited Party) in accuracy of the location(s) where such records are maintained by payments due and costs incurred under this Agreement, including the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and royalty reports under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Partythis Agreement, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken within the [***] any period preceding ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to the request 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 reviewthe Paying Party to seek a protective order against or limiting such disclosure. Records for The Paying Party is entitled to require the accounting firm to execute a reasonable confidentiality agreement prior to commencing any particular period may be audited only oncesuch audit. (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within [***] days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due or overpayment of amounts payable by the Auditing Party is greater than [***] of the amount due for the entire period being examined, in which case the Audited Party shall pay the reasonable cost fees charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination accounting firm shall be paid by the Auditing Paid Party; provided, however, that if the audit uncovers an underpayment by the Paying Party at that exceeds five percent (5%) of the Audited 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’s discretion either: . Any underpayments or unpaid amounts discovered by such audit or otherwise will be paid promptly by the Paying Party within thirty (i30) as a credit against future payments owed; or (ii) within [***] days of the Auditing Partydate the Paid Party delivers to the Paying Party such accounting firm’s receipt of written report, or as otherwise agreed upon by the applicable report. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].Parties, plus interest calculated in accordance with

Records and Audit Rights. (a) Each Party shall keep complete, true, true and accurate books and records in accordance with its Accounting Standards in relation to this License Agreement, including, (i) with respect to Gilead, its Affiliates, and its sublicenseesNovartis, in relation to Net Sales, royalties, Sales and Milestone Payments, royalties and (ii) with respect to HookipaMPAG, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse under this AgreementMPAG Ongoing Clinical Trial Costs. Each Party or other selling entity shall will keep such books and records for at least [***] years following the Calendar Year to which they pertain or for such longer period of time as required under any Applicable Lawpertain. (b) Each Either Party (the “Auditing Party”) shall have the rightmay, once per [***] and at its own expense, to have an internationally recognized, independent, certified public accounting firm (the “Auditor”), selected by the Auditing Party and reasonably acceptable upon written request to the other Party (the “Audited Party”), review any such records of such other Party cause an internationally-recognized independent accounting firm (either directly by the Auditing Party or through which is reasonably acceptable to the Audited Party) in (the location(s“Auditor”) where such to inspect the relevant records are maintained by of the Audited Party upon reasonable written notice or its Affiliates to verify (which shall be no less than [***] days’ prior written noticei) with respect to Novartis, the royalties payable by Novartis and during regular business hours (ii) with respect to MPAG, the MPAG Ongoing Clinical Trial Costs, and, in each case the related reports, statements and under obligations books of strict confidence secured through a confidentiality agreement between accounts, as applicable; provided, that, the Auditor shall only be entitled to inspect the relevant books and the Audited Party, for the sole purpose records of verifying the basis and accuracy of payments made and deductions taken within Novartis to verify royalties payable by Novartis with respect to the [***] period preceding prior to the date of Calendar Year in which such inspection request is made. Before beginning its audit, the request for reviewAuditor shall execute an undertaking acceptable to the Audited Party by which the Auditor shall agree to keep confidential all Confidential Information reviewed during such audit. Records for The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any particular period may be audited only oncepayments owed under this License Agreement. (c) In The Audited Party shall make their relevant 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 event such Auditing Party. The records shall be reviewed solely to verify the accuracy of Novartis’ royalties or MPAG Ongoing Clinical Trial Costs, as applicable, and in each case, compliance with this License Agreement. Such inspection right shall not 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 or MPAG Ongoing Clinical Trial. The Auditing Party agrees to hold in strict confidence all Confidential Information received and all Confidential Information learned in the course of any audit leads or inspection, except to the discovery of a discrepancy extent necessary to enforce its rights under this License Agreement or to the extent required to comply with any law, regulation or judicial order. (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’s detriment, before it is considered final. The Audited Party shall have the right to request a further determination by such Auditor as to matters which the Audited Party shall, disputes within [***] days after 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 from and the Auditor shall undertake to complete such further determination within [***] after the dispute notice is provided, which 264813180 v3 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 17.5. (e) In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by Novartis, the underpaid or overpaid amount shall be settled promptly. (f) The Auditing Party will pay for the fees and expenses of the Auditor, except that (i) Novartis will pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due or overpayment of amounts payable for such fees with respect to audits initiated by the Auditing Party MPAG if Novartis is greater found to have underpaid MPAG by more than [***] of the amount due that should have been paid for the entire audited period being examined, in which case the Audited Party shall pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination shall be paid by the Auditing Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or and (ii) within MPAG will pay for such fees with respect to audits initiated by Novartis if Novartis is found to have overpaid MPAG by more than [***] days of the Auditing Party’s receipt of amount that should have been paid for the applicable reportMPAG Ongoing Clinical Trial. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].

Records and Audit Rights. (a) Each Party shall keep complete, true, maintain complete and accurate books and records in accordance with its Accounting Standards in relation sufficient detail to this Agreementpermit the other Party to confirm the accuracy of the amount of Development Costs to be shared, including, with respect to Gilead, its Affiliates, royalty payments and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse other amounts payable under this Agreement. Each Party or other selling entity Upon reasonable prior notice, such records shall keep such books and records be open during regular business hours for at least a period of [***] years following from the Calendar Year to which they pertain or creation of individual records for such longer period of time as required under any Applicable Law. (b) Each Party (the “Auditing Party”) shall have the right, once per [***] and at its own expense, to have examination by an internationally recognized, independent, independent certified public accounting firm (the “Auditor”), accountant selected by the Auditing auditing Party and reasonably acceptable to the other audited Party (the “Audited Party”), review any such records of such other Party (either directly by the Auditing Party or through the Audited Party) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Party, for the sole purpose of verifying for the basis and auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made and deductions taken within made, or required to be made, by or to the [***] period preceding audited Party pursuant to this Agreement. Such audits not occur more often than once each calendar year. Such auditor shall not disclose the date audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the request for reviewfinancial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for any particular period may Any amounts shown to be audited only once. (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, owed but unpaid shall be paid within [***] days after receipt the accountant’s report, plus interest (as set forth in Section 9.6) from the original due date. The auditing Party shall bear the full costs of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the 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 of amounts due or overpayment of amounts payable by the Auditing Party is greater was more than [***] of the amount due for the entire period being examinedset forth in such report, in which case the Audited audited Party shall pay reimburse the reasonable cost charged by auditing Party for the Auditor costs for such reviewaudit. Any undisputed overpayments by If any such overpayment exceeds such [*] amount, then the Audited auditing Party revealed by an examination shall be paid by refund such amount to the Auditing audited Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or (ii) within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] days amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected. [*] = 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 Auditing Party’s receipt Securities Exchange Act of the applicable report1934, as amended. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].

Records and Audit Rights. ​ (a) Each Party shall keep complete, true, and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including, with respect to Gilead, its Affiliates, and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse under this Agreement. Each Party or other selling entity shall keep such books and records for at least [***] years following the Calendar Year to which they pertain or for such longer period of time as required under any Applicable Law.. ​ (b) Each Party (the “Auditing Party”) shall have the right, once per [***] and at its own expense, to have an internationally recognized, independent, certified public accounting firm (the “Auditor”), selected by the Auditing Party and reasonably acceptable to the other Party (the “Audited Party”), review any such records of such other Party (either directly by the Auditing Party or through the Audited Party) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Party, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken within the [***] period preceding the date of the request for review. Records for any particular period may be audited only once.. ​ (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within [***] days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due or overpayment of amounts payable by the Auditing Party is greater than [***] of the amount due for the entire period being examined, in which case the Audited Party shall pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination shall be paid by the Auditing Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or (ii) within [***] days of the Auditing Party’s receipt of the applicable report. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].. ​

Records and Audit Rights. (a) Each Party shall keep complete, true, maintain complete and accurate books and records in accordance with its Accounting Standards in relation sufficient detail to this Agreementpermit the other Party to confirm the accuracy of the amount of Development Costs to be shared, including, with respect to Gilead, its Affiliates, royalty payments and its sublicensees, in relation to Net Sales, royalties, and Milestone Payments, and with respect to Hookipa, in relation to FTE efforts expended and Out-of-Pocket Costs incurred under the Programs or otherwise which Gilead is obligated to reimburse other amounts payable under this Agreement. Each Party or other selling entity Upon reasonable prior notice, such records shall keep such books and records be open during regular business hours for at least a period of [***] years following from the Calendar Year to which they pertain or creation of individual records for such longer period of time as required under any Applicable Law. (b) Each Party (the “Auditing Party”) shall have the right, once per [***] and at its own expense, to have examination by an internationally recognized, independent, independent certified public accounting firm (the “Auditor”), accountant selected by the Auditing auditing Party and reasonably acceptable to the other audited Party (the “Audited Party”), review any such records of such other Party (either directly by the Auditing Party or through the Audited Party) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence secured through a confidentiality agreement between the Auditor and the Audited Party, for the sole purpose of verifying for the basis and auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made and deductions taken within made, or required to be made, by or to the [***] period preceding audited Party pursuant to this Agreement. Such audits not occur more often than once each calendar year. Such auditor shall not disclose the date audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the request for reviewfinancial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Records for any particular period may Any amounts shown to be audited only once. (c) In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, owed but unpaid shall be paid within [***] days after receipt the accountant’s report, plus interest (as set forth in Section 9.6) from the original due date. The auditing Party shall bear the full costs of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the 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 of amounts due or overpayment of amounts payable by the Auditing Party is greater was more than [***] of the amount due for the entire period being examinedset forth in such report, in which case the Audited audited Party shall pay reimburse the reasonable cost charged by auditing Party for the Auditor costs for such reviewaudit. Any undisputed overpayments by If any such overpayment exceeds such [*] amount, then the Audited auditing Party revealed by an examination shall be paid by refund such amount to the Auditing audited Party at the Audited Party’s discretion either: (i) as a credit against future payments owed; or (ii) within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] days amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the Auditing audited Party’s receipt of the applicable report, provided that such future payments are expected. (d) Any disagreement regarding the results of any audit conducted under this Section 10.6 shall be [***].