Common use of Records and Audit Clause in Contracts

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

Records and Audit. ArcadiaPurchaser shall keep, and shall contractually require that its Affiliates and sublicensees its Commercial Licensees keep, books and records prepared in accordance with their respective standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of determining and validating (if anyi) shall keep adequate records in sufficient detail to enable the royalties amount of Royalty Payments due to Xxxxxx hereunder Seller hereunder, including, without limitation, the calculation of Net Sales in each country where Products are sold, (ii) whether or not the [***] Milestone Event has occurred and (iii) the amount of any NIAID Payments due to Seller hereunder. Such books and records will be determined. Said records shall be kept at the principal place of business of Purchaser (or its Affiliates or its licenses, as applicable) and maintained during for a period of three (3) no less than [***] years following the termination end of this Agreementthe Calendar Year to which they pertain. Upon fifteen At the request of Seller, Purchaser and its Affiliates and its Commercial Licensees shall permit an independent certified public accountant appointed by Seller and reasonably acceptable to Purchaser (15) days written or its Affiliates and its Commercial Licensees, as applicable), at reasonable times and upon reasonable notice, said to examine those records as may be inspectednecessary to determine, and employees associated with performance under this Agreement respect to any Calendar Year ending not more than [***] years prior to Seller’s request, the correctness or completeness of any report or payment pursuant to Sections 1.03, 1.04 or 1.05. The foregoing right of review may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, exercised only once per Calendar Year and retained at Xxxxxx’x expenseonly once with respect to each such periodic report and payment. Such Results of any such examination shall be conducted no more than once annually upon request by Xxxxxx(A) limited to information relating to Products, during regular business hours (B) made available to both Purchaser and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant Seller and (C) subject to the terms confidentiality provisions set forth below. Prior to commencing any examination, the independent certified public accountant shall have agreed in this Section 4. Xxxxxx shall require such accountant writing to undertake to preserve the confidentiality of maintain all information learned or obtained in connection with confidence, except as necessary to disclose to Purchaser and Seller the results of such examination, and shall have executed all customary release letters reasonably requested by Purchaser’s independent auditors. Seller shall bear the full cost of the performance of any such audit; provided, howeverunless such audit discloses a variance to the detriment of Seller of more than [***] percent ([***]%) from the amount of the original report or Royalty Payment or NIAID Payments calculation. In such case, Purchaser shall bear the full cost of the performance of such audit. Any underpayments of Royalty Payments, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Milestone Payment or NIAID Payments shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed be paid by the audit. Xxxxxx shall bear the expense Purchaser within [***] of notification of the auditorresults of such audit, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess together with interest at a rate of ten [***] percent (10[***]%) per month for each Calendar Month since the payment due date. Any overpayments of payments properly due hereunder with respect Royalty Payments, the [***] Milestone Payment or the NIAID Payments shall be fully creditable by Purchaser against any amounts subsequently payable by Purchaser pursuant to this Agreement or, if no such amounts become payable within [***] after notification of such results, shall be refunded by Seller to Purchaser or its designee. Purchaser shall contractually require that its Affiliates and their respective Commercial Licensees submit to the audited periodexercise of Seller’s right of audit hereunder.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited periodfull cost of the firm it engages to verify the audit findings.

Records and Audit. ArcadiaThe Company shall maintain, shall cause its Affiliates to maintain and shall make reasonable commercial effort to cause its Sublicensees to maintain (and for this purpose will incorporate the necessary provisions in each Sublicense Agreement), complete and accurate, records of the Leukemia Licensed Products and the Licensed Products and/or Licensed IP that are Commercialized under this Agreement, any amounts payable to the Company and/or its Affiliates and/or Sublicensees in relation to such Leukemia Licensed Products and the Licensed Products and/or Licensed IP, and all Sublicense Income received by the Company and/or its Affiliates, which records shall contain sufficient information to permit Licensors to confirm the accuracy of any reports or notifications delivered to Licensors under Section 5.1. The relevant party shall retain such records relating to a given Calendar Quarter for at least five (5) years after the conclusion of the Calendar Quarter. During such five (5) year period, Licensors shall have the right, at Licensors’ sole expense, to be exercised once every calendar year, to cause an independent, certified public accountant (“Auditor”), who is mutually acceptable to the Company, bound by a suitable confidentiality arrangement, with the Company, in the form acceptable to the Company, to inspect the Company’s and the relevant Affiliates’ and Sublicensees’ relevant records during normal business hours and with prior coordination with the Company and relevant Affiliates and Sublicensees for the purpose of verifying any reports and payments delivered under this Agreement. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditor delivers the results of the audit in writing to such Parties, including accurate calculations of such underpayment or overpayment, as applicable, as well as interest in accordance with Section 4.3. The Company shall make reasonable commercial effort to cause its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail Sublicensees to enable fully comply with the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination terms of this AgreementSection 5.2. Upon fifteen (15) days written noticeNotwithstanding the aforementioned, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes such an inspection reveals an underpayment in excess of monies to Licensors by more than ten percent (10%) ), the Company shall pay all direct costs of payments properly due hereunder with respect to the audited periodAuditor plus liquidated damages of 10% of the outstanding sums.

Records and Audit. Arcadia, Alamo and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for a period of three (3) years following after its termination, to the termination inspection by a firm of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Alamo, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadiafor the limited purpose of verifying Alamo’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditroyalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTpreceding three (3) Years, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report with no right to Xxxxxx the amount properly payable audit any period previously audited and shall provide Xxxxxx with an explanation and detailed calculations for not occur during the 90-day period following the end of Alamo’s fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in this Section, the cost of any discrepancy revealed such examination shall be paid by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in CIMA In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent 5% of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (10%) which interest shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than 5% of payments properly due hereunder the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The patties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding three (3) Years.

Records and Audit. Arcadia, its Affiliates Amgen will keep complete and sublicensees (if any) shall keep adequate accurate records pertaining to the sale or other disposition of the Royalty Bearing Collaboration Products in sufficient detail to enable permit Anadys to confirm the royalties accuracy of all payments due hereunder. Anadys shall have the right to Xxxxxx hereunder cause an independent, certified public accountant to be determinedaudit such records to confirm Amgen's Net Sales, royalty payments and other payments for the preceding year. Said records Prior to audit implementation, Anadys shall be maintained during submit an audit plan, including audit scope, to Amgen for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by ArcadiaAmgen's approval, which approval shall not be unreasonably withheld. Such audit rights may be exercised no more often than once a year, within four (4) years after the calendar quarter to which such records relate, upon reasonable notice to Amgen and during normal business hours for the sole purpose of, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant only to the terms set forth in extent necessary, to verify the completeness and accuracy of the records and payments made under this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditAgreement; provided, however, that the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTbooks and records for any particular calendar year shall only be subject to one audit. The independent, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. certified public accountant shall keep confidential any information obtained during such inspection and shall report to Xxxxxx Anadys only the amounts of Net Sales and royalties due and payable, but may include, in the event the accountant shall be unable to verify the correctness of any or all of such payment, the unverifiable amount of such payment and information relating to why any or all of such payment is unverifiable. Amgen shall receive a copy of each such report concurrently with receipt by Anadys. In the event that such payment is unverifiable, Amgen and Anadys shall use good faith efforts to arrive at an equitable solution. Anadys will bear the full cost of such audit unless such audit discloses an underpayment of more than [...***...] percent ([...***...]%) from the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations of total payments due. In such case, Amgen Will pay, in addition to the amount of any underpayment, the reasonable cost of Anadys' certified public accountant for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that of an overpayment by Amgen, the audit establishes underpayment in excess amount overpaid shall be credited ***CONFIDENTIAL TREATMENT REQUESTED against future royalties owed to Anadys by Amgen. The terms of ten percent this Section 5(o) shall survive any termination or expiration or termination of this Agreement for a period of [...***...] (10%[...***...]) years. Upon the expiration of payments properly due hereunder such [...***...] ([...***...]) year period, the calculation of any such amounts payable with respect to the audited periodsuch particular year shall be binding and conclusive upon Anadys, and Amgen shall be released from any liability or accountability with respect to such amounts for such year.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) Assignee shall keep adequate (or cause to be kept) complete and accurate records pertaining to Net Sales of Products and the payments due under this Agreement, in sufficient detail to enable permit Xxxxxx Estate to confirm the royalties accuracy of all payments due under this Agreement. Xxxxxx Estate shall have the right, at its expense, to Xxxxxx hereunder cause an independent, certified public accountant to be determinedaudit such records as necessary to confirm Assignee’s payments for the preceding year. Said records Such independent, certified public accountant shall be maintained during for legally bound by written confidentiality and non-use obligations running directly to Assignee. It shall be nationally recognized in the United States. Such audit rights may be exercised no more often than once a period of year, once only with respect to records regarding any given accounting period, within three (3) years following after the year to which such records relate, upon reasonable advance notice to Assignee and during normal business hours. The terms of this Section shall survive any termination or expiration or termination of this AgreementAgreement for a period of one (1) year. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that such audit reveals an underpayment by Assignee of the audit establishes underpayment in excess actual amount owed the Xxxxxx Estate, Assignee will pay the difference, plus interest calculated at the rate of ten percent (10%) per year. If such underpayment is more than ten percent (10%) for any calendar month, Licensee will also reimburse the Xxxxxx Estate for the cost of such audit. If the audit reveals that Assignee overpaid, then Assignee may credit the overpaid amounts against future payments properly due hereunder, or require reimbursement of the overpaid amounts within thirty (30) days after the audit. All books and records relative to Licensee’s obligations hereunder will be maintained by Licensee at Licensee’s address set forth in this Agreement (which will be in the United States) for at least three (3) years after the end of the calendar year to which they relate, including after termination of this Agreement as applicable. In the case of records held by Assignee’s Licensees, it shall suffice if Assignee obtains an audit right for itself similar to Assignee’s audit right above, and the right to share the results of its own audits with respect Xxxxxx Estate; Assignee shall not be required to the audited periodobtain a direct right for Xxxxxx Estate to audit a Licensee.

Records and Audit. ArcadiaDuring the term of this Agreement and for a period of [ * ] thereafter, its Affiliates and sublicensees (if any) Wyeth shall keep adequate complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of the Agreement Products, in sufficient detail to enable permit Exelixis to confirm the royalties accuracy of all payments due hereunder. Exelixis shall have the right to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written noticecause an independent, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such certified public accountant to undertake audit such records to preserve confirm the confidentiality accuracy of all information learned or obtained in connection with such auditWyeth’s payments; provided, however, that such auditor shall not disclose Wyeth’s confidential information to Exelixis, except to the […*…extent such disclosure is necessary to verify the payments due under this Agreement; and provided further that Wyeth may require such public accountant to sign a standard non-disclosure agreement before providing such public accountant access to Wyeth’s records. If such public accountant concludes that additional amounts were due to Exelixis, Wyeth shall pay to Exelixis the additional amounts within [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTof the date Wyeth receives such public accountant’s written report, MARKED BY BRACKETSplus Interest during the period from the time the applicable payment was due until paid in full. If Wyeth disputes in good faith the accountant’s conclusion, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933it shall notify Exelixis within such [ * ] period, AS AMENDEDand the Parties shall work diligently and in good faith to resolve such dispute as soon as possible. accountant If such underpayment exceeds [ * ] of the amounts that were paid to Exelixis during the audited period, Wyeth also shall report to Xxxxxx reimburse Exelixis for the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by out-of-pocket expenses incurred in conducting the audit. Xxxxxx Exelixis shall bear not reveal to such public accountant the expense of conditions under which the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event are to be reimbursed hereunder. If such accounting firm correctly concludes that the audit establishes underpayment in excess Wyeth overpaid Exelixis, Wyeth shall credit such overpayment against subsequent payments owed to Exelixis. No interest shall be due Wyeth on such overpayment. The terms of ten percent (10%) this Section 4.10 shall survive any termination or expiration of payments properly due hereunder with respect to the audited periodthis Agreement for a period of [ * ].

Records and Audit. Arcadia, its Affiliates During the Term of this Agreement and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three five (35) years following thereafter (“Audit Period”), LICENSEE shall keep, in paper and electronic form, detailed, accurate and up-to-date records (“Records”) showing during the termination Audit Period the steps taken by LICENSEE to comply with all provisions of this Agreement, including, the reporting of LICENSEE Products sold or transferred that include Licensed Software subject to license fees or incremental fees as set out in Section 3.2 (Software License Keys for Commercial Use in a LICENSEE Product) of this Agreement, as well as whether any fee-bearing Licensed Software is only being used for the Limited Purpose or aptX Limited Purpose (as defined below), as applicable, and no other purpose as set out in Section 4.7 (Evaluation Technology) above and Section 2 (RIGHT TO USE aptX Software; RESTRICTIONS) of SCHEDULE A (aptX SOFTWARE) to this Agreement. Upon LICENSEE shall ensure that the Records are sufficient to enable QTIL to verify LICENSEE's compliance with its obligations under this Section 13 (RECORDS AND AUDIT). During the Audit Period, LICENSEE shall keep full, true, and accurate records and accounts, in accordance with generally accepted accounting principles, in connection with all activities of LICENSEE under this Agreement. During the Audit Period, QTIL shall have the right to audit the Records, and LICENSEE shall make such Records available for audit by QTIL and/or its independent auditors upon fifteen (15) days calendar days’ prior written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours hours, at those locations where LICENSEE may maintain relevant Records. LICENSEE agrees to make available all such Records to QTIL and to provide QTIL with reasonable assistance, as well as provide accurate and truthful information to QTIL, during QTIL’s and/or its independent auditor’s inspection of LICENSEE’s Records as QTIL may, from time to time, reasonably request. In all cases, LICENSEE agrees to bear and/or repay to QTIL all costs, fees and expenses incurred by QTIL and/or its independent auditors in the performance of any such audit and/or investigation that discloses any breach of this Agreement by LICENSEE. In addition, QTIL reserves the right to xxxx back LICENSEE and/or withhold or adjust program benefits, at its sole discretion, if an audit or inspection reveals an error or a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to violation of the terms set forth in of this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodAgreement.

Records and Audit. ArcadiaABBOXX xxxll keep and maintain records of sales made pursuant to this Agreement. On a monthly basis, its Affiliates ABBOXX xxxll provide SONUS with records of sales of Units by list numbers which will include information by Major Country and sublicensees (if any) shall keep adequate records Area consistent with ABBOXX'x xxxer products of a similar nature in sufficient detail the normal course of business. On a quarterly basis, ABBOXX xxxll provide SONUS with reports reconciling sales of Products with discounts and other deductions to enable the royalties due to Xxxxxx hereunder to be determinedsupport Net Sales figures. Said Such records shall be maintained during kept for a period of three four (34) years following after the termination of sales period to which such records relate. During this Agreementperiod, such records shall be open to inspection upon reasonable written notice by SONUS to ABBOXX. Upon fifteen (15) days written notice, said records may Xxch inspection shall be inspected, and employees associated with performance under this Agreement may be interviewed, performed by an accountant independent certified public accountant, recognized nationally in the United States, selected by Xxxxxx, SONUS and approved by ArcadiaABBOXX, which xxich approval shall not be unreasonably withheld. All expenses of such inspection shall be borne by SONUS. However, if an inspection reveals that payments to SONUS have been understated by five percent (5%) or more, and retained if such understatement is greater than $25,000, ABBOXX xxxll pay the cost of inspection, the understated amount and interest, running from the date on which the payment was originally due at Xxxxxx’x expensethe United States prime rate of interest then prevailing as published in the Wall Street Journal (Midwest Edition) on the understated amount. Such Any independent certified public accountant engaged by SONUS shall sign a confidentiality agreement prior to any audit and shall then have the right to examine the records kept pursuant to this Agreement and report findings (but not the underlying data) of the examination to SONUS as is necessary to evidence that records were or were not maintained and used in accordance with this Agreement. A copy of any report provided to SONUS by the independent certified public accountant shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not given concurrently to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodABBOXX.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) CTI shall keep adequate and maintain accurate and complete records showing the expenses incurred by it in sufficient detail to enable performing its activities under the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained Development Plan during for a period of the three (3) years following the termination of this Agreementpreceding Calendar Years, which books and records shall be in sufficient detail such that CTI Development Costs can accurately be determined. Upon fifteen (15) days ** prior written noticenotice from Xxxxxx, said on an audit date as mutually agreed by the Parties, CTI shall permit an independent certified public accounting firm of nationally recognized standing, selected by Xxxxxx and reasonably acceptable to CTI, to examine, at Xxxxxx’x sole expense, the relevant ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions books and records of CTI and its Affiliates as may be inspected, and employees associated reasonably necessary to verify the reports submitted by CTI in accordance with performance Section 9.4.4. An examination by Xxxxxx under this Agreement may Section 9.4.6 shall occur not more than once in any Calendar Year and shall be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval limited to the pertinent books and records for any Calendar Year ending not more than two (2) years before the date of the request. The accounting firm shall not be unreasonably withheld, provided access to such books and retained records at Xxxxxx’x expense. Such CTI’s facility(ies) where such books and records are normally kept and such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with ArcadiaCTI’s normal business activitieshours. CTI may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to CTI’s facilities or records. Upon completion of the audit, the accounting firm shall provide both CTI and Xxxxxx a written report disclosing whether the reports submitted by CTI are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Xxxxxx. If such examination should disclose any underreporting by Arcadiathe accounting firm concludes that CTI overstated the CTI Development Costs and Xxxxxx overpaid CTI for its portion of the CTI Development Costs as a result, Arcadia CTI shall immediately promptly pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and of such overpayment plus interest, which shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by be calculated at the auditaverage of the **. ** Xxxxxx shall bear not reveal to such accounting firm the expense conditions under which the audit expenses are to be reimbursed hereunder. If the accounting firm concludes that CTI understated the Development costs incurred by Xxxxxx and Xxxxxx underpaid CTI for its portion of the auditorCTI Development Costs as a result, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period**.

Records and Audit. Arcadia, Licensee shall keep and require its Affiliates and sublicensees to keep complete and accurate records of all sales of Licensed Products under the Agreement herein. Licensor shall have the right, at Licensor's expense (if any) shall keep adequate except as provided below), through a certified public accountant or like person reasonably acceptable to Licensee, to examine such relevant records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours during the life of this Agreement and for two years after its termination to verify the calculation of any royalty payment reflected in such report; provided, however that such examination shall not take place more often than twice a manner as year for each audit subject and shall not to interfere with Arcadia’s normal business activitiescover such records for more than the preceding two (2) years. If Licensor does not agree that any such accounting correctly states Licensee's Net Sales or the applicable royalty payment, it shall not later than thirty (30) days after the delivery of such accounting give notice to Licensee of any exceptions thereto. If Licensee and Licensor reconcile their differences, the accounting shall be adjusted accordingly and shall thereupon become final and binding upon the parties hereto. If Licensee and Licensor are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is received by Licensee, the items in dispute shall be submitted to an accounting firm selected by Licensor from among the six largest accounting firms in the United States in terms of gross revenues (the "Arbitrator"), provided that such firm shall not be performing accounting services for Licensor or Licensee, for final determination and the accounting shall be deemed adjusted in accordance with the determination of the Arbitrator and shall become final and binding upon all of the parties hereto. The Arbitrator shall be instructed to act within thirty (30) days to resolve all items in dispute. In the event that any such examination should disclose any underreporting by Arcadiashall reveal an underpayment of royalties to Licensor, Arcadia Licensee shall immediately pay Xxxxxx to Licensor the amount of the underpayment and interest at the prevailing prime rate during such amount, along with interest calculated pursuant to the terms period (as set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense New York edition of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in Wall Street Journal). If the event that the audit establishes underpayment in excess of ten is seven and one-half percent (107.5%) of payments properly due hereunder or more with respect to the audited periodperiod or periods under examination, the fees and expenses of such examination (including Licensor's initial audit) will be paid by Licensee. In the event that any such examination shall reveal an overpayment, Licensor shall credit from any royalties owed to the Licensor the amount of such overpayment and interest.

Records and Audit. Arcadia, AVENTIS and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable CIMA hereunder. Such books and the royalties due to Xxxxxx hereunder to be determined. Said records supporting data shall be maintained open, at all reasonable times and upon reasonable notice during for a period of three (3) years following the termination term of this Agreement. Upon fifteen Agreement and for two (152) days written noticeYears after its termination, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, to the inspection by an accountant a firm of certified public accountants selected by XxxxxxCIMA and reasonably acceptable to AVENTIS, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality limited purpose of all information learned or obtained in connection with such auditverifying AVENTIS' royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding two (2) Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of […*…] = CERTAIN **CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTTREATMENT REQUESTED, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION***] of the reported royalty for the period covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933, AS AMENDED. accountant AND EXCHANGE COMMISSION***] per annum (which interest shall report to Xxxxxx accrue from the amount properly payable date any such payment was originally due) and shall provide Xxxxxx reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with an explanation and detailed calculations for any discrepancy revealed by the audittheir inspection. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that any such inspection reveals a deficiency of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the audit establishes underpayment reported royalty for the period covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due) and shall reimburse CIMA for [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] the reasonable fees and expenses paid to such accountants in excess connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of ten percent the reported royalty for the period covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (10%) which interest shall accrue from the date any such payment was originally due). In the event that any such inspection reveals any overpayment by AVENTIS to CIMA, CIMA shall promptly pay AVENTIS the difference between what was due and the overpayment, plus interest at the rate of payments properly due hereunder [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due). The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding two (2) Years.

Records and Audit. Arcadia, Alamo and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Alamo's principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for a period of three two (32) years following after its termination, to the termination inspection by a firm of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Alamo, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality limited purpose of all information learned or obtained in connection with such auditverifying Alamo's royalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the preceding two (2) Years, with no right to audit any period previously audited and shall not occur during the 90-day period following the end of Alamo's fiscal Year. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of […*…] = CERTAIN **CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTTREATMENT REQUESTED, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION.***] of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933AND EXCHANGE COMMISSION.***] per annum (which interest shall accrue from the date any such deficiency payment is due), AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with an explanation and detailed calculations their inspection for any discrepancy revealed by the auditsuch period. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the audit establishes underpayment in excess reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ten percent [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum (10%) of payments properly due hereunder which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding two (2) Years.

Records and Audit. Arcadia, Astellas will keep and cause its Affiliates and sublicensees (if any) shall Sublicensees to keep adequate accurate records in sufficient detail to enable PTI to verify the royalties due to Xxxxxx hereunder amounts of royalty and other payments to be determinedmade by Astellas under this Agreement. Said Astellas and its Affiliates and Sublicensees will retain such records shall be maintained during relating to a given Calendar Quarter for a period of at least three (3) years following after the termination conclusion of that Calendar Quarter. PTI will have the right, not more than once during any Calendar Year, to have Astellas’s books and records audited by a certified public accounting firm as to whom Astellas gives its consent for such audit, which consent will not be withheld unreasonably. Audits under this Section 6.11 (Records) will be conducted during normal business hours, upon at least thirty (30) days prior written notice, for the sole purpose of verifying the amounts required to be paid to PTI under this Agreement. Upon fifteen (15) days written noticeBooks and records to be audited and date, said records may be inspectedhours, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadiaor premises of audit will require Astellas’s prior consent, which approval shall consent will not be unreasonably withheld, conditioned or delayed. Astellas will cause the accounting firm to enter into a confidentiality agreement with PTI as the case may be, and retained at Xxxxxx’x expense. Such examination shall to limit its audit report to PTI solely to that information which will properly be conducted no more than once annually upon request by Xxxxxx, during regular business hours and contained in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated royalty report pursuant to the terms set forth in this Section 46.11 (Records). Xxxxxx shall require such accountant to undertake to preserve the confidentiality PTI will pay all costs and fees of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses that in the event that any audit pursuant to this Section 6.11 (Records) shows that Astellas has collectively underpaid PTI during the audit establishes underpayment in excess of ten audited period by any amount which exceeds five percent (105%) of the royalty payments properly and collectively due hereunder to PTI under the terms of this Agreement during the audited period, then the expenses of such independent accountant will be borne by Astellas. PTI will promptly notify Astellas of such underpayment and of the amount required to correct such royalty payment, and the overdue payment provisions of Section 6.8 (Time of Payment Due and Late Fees) will apply with respect to the audited periodsuch amount.

Records and Audit. Arcadia, (a) Xxxxxxx and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Xxxxxxx'x principal place of business or the principal place of business of the appropriate Affiliate of Xxxxxxx to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during for a period of three (3) years following the termination term of this Agreement. Upon fifteen (15) days written noticeAgreement and for 2 years after its termination, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, to the inspection by an accountant a firm of certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Xxxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality limited purpose of all information learned or obtained in connection with such auditverifying Xxxxxxx'x royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of […*…] = CERTAIN **CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTTREATMENT REQUESTED, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION.***] of the reported royalty for the period covered by the inspection, Schwarz shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933AND EXCHANGE COMMISSION.***] per annum, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx reimburse CIMA for the fees and expenses paid to such accountants in connection with an explanation and detailed calculations their less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for any discrepancy revealed the period covered by the auditinspection, Xxxxxxx shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. Xxxxxx The parties agree that neither party shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding 3 Years.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for For a period of three (3) years following after the termination of this Agreement. Upon fifteen (15) days written noticeroyalty period to which the records relate, said each Party shall keep complete and accurate records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant pertaining to the terms set forth sale or other disposition of the Collaboration Products commercialized by it, in this Section 4. Xxxxxx shall require such accountant sufficient detail to undertake permit the other Party to preserve confirm the confidentiality accuracy of all information learned or obtained in connection payments due hereunder. A Party entitled to payments hereunder shall have the right to cause an independent, certified public accountant reasonably acceptable to the other Party (and who has executed a confidentiality agreement with the Party to be audited) to audit such auditrecords to confirm the Net Revenue and royalty payments; provided, however, that such auditor shall not disclose the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTaudited Party's confidential information to the other Party, MARKED BY BRACKETSexcept to the extent such disclosure is necessary to verify the amount of royalties and other payments due under this Agreement. In no event may such accountant disclose the names of specific customers, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933price lists, AS AMENDEDor the prices charged to specific customers. A copy of any report provided by such accountant shall report be provided to Xxxxxx the audited Party at the time that it is provided to the auditing Party. Such audits may be exercised once a year, within three (3) years after the royalty period to which such records relate, upon a mutually acceptable date(s) and upon not less than thirty (30) days advance notice, and shall be conducted during normal business hours. Any amounts shown to be owing by such audits shall be paid immediately with interest in the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed of one percent (1%) per month (or the maximum amount permitted by law, if less) from the auditdate first owed until paid. Xxxxxx The auditing Party shall bear the expense full cost of such audit unless such audit discloses that royalties actually paid by the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten audited Party are more than five percent (105%) less from the amount of royalties and/or other payments properly due hereunder with respect to actually owed. In such case, the audited periodParty shall bear the full cost of such audit. The terms of this Section 5.7 shall survive any termination or expiration of this Agreement for a period of two (2) years.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited period.full cost of the firm it engages to verify the audit findings. *CONFIDENTIAL TREATMENT REQUESTED

Records and Audit. Arcadia(a) [***CONFIDENTIAL TREATMENT REQUESTED, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION.***] and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx AND EXCHANGE COMMISSION.***]'s principal place of business or the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense principal place of business of the auditorappropriate Affiliate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after its termination, to the inspection by a firm of certified public accountants selected by CIMA and reasonably acceptable to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], for the limited purpose of verifying [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]'s royalty statements; provided, however, Arcadia that such examination shall reimburse Xxxxxx for all reasonable not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit expenses any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of payments properly due hereunder the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding 3 Years.

Records and Audit. ArcadiaDuring the term of this Agreement and for a period of [ * ] years thereafter, its Affiliates and sublicensees (if any) Helsinn shall keep adequate complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of the Products, in sufficient detail to enable permit Exelixis to confirm the royalties accuracy of all payments due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following and compliance with the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms diligence obligations set forth in this Section 43.6. Xxxxxx Exelixis shall require have the right to cause an independent, certified public accountant reasonably acceptable to Helsinn, to audit such accountant records to undertake to preserve confirm the confidentiality accuracy of all information learned or obtained in connection with such auditHelsinn’s payments; provided, however, that such auditor shall not disclose Helsinn’s confidential information to Exelixis, except to the […*…extent such disclosure is necessary to verify the payments due under this Agreement. Exelixis shall bear the full cost of such audit unless such audit discloses an underpayment of more than [ * ] from the amounts previously paid for the audited period. In such case, Helsinn shall bear the full cost of such audit. Helsinn shall remit any underpayment identified by such audit (plus applicable interest) to Exelixis within thirty (30) days of the results of such audit. Reciprocally, if the audit discloses an overpayment from the amount of royalties previously paid by Helsinn, Exelixis shall remit any such overpaid amount (plus applicable interest) to Helsinn within thirty (30) days of the results of such audit. The terms of this Section 4.8 shall survive any termination or expiration of this Agreement for a period of [ * ]. [ * ] = 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 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

Records and Audit. Arcadia(a) [***CONFIDENTIAL TREATMENT REQUESTED, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION.***] and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx AND EXCHANGE COMMISSION.***] principal place of business or the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense principal place of business of the auditorappropriate Affiliate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after its termination, to the inspection by a firm of certified public accountants selected by CIMA and reasonably acceptable to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], for the limited purpose of verifying [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] royalty statements; provided, however, Arcadia that such examination shall reimburse Xxxxxx for all reasonable not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit expenses any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of payments properly due hereunder the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of EXHIBIT 10.25 [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding 3 Years.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for For a period of three (3) years following after the termination of this Agreement. Upon fifteen (15) days written noticeroyalty period to which the records relate, said each Party shall keep complete and accurate records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant pertaining to the terms set forth sale or other disposition of the Collaboration Products or Kirin Products commercialized by it, in this Section 4. Xxxxxx shall require such accountant sufficient detail to undertake permit the other Party to preserve confirm the confidentiality accuracy of all information learned or obtained in connection payments due hereunder. A Party entitled to payments hereunder shall have the right to cause an independent, certified public accountant reasonably acceptable to the other Party (and who has executed a confidentiality agreement with the Party to be audited) to audit such auditrecords to confirm the Net Revenue, Sublicense Fees, Allowable Expenses and royalty payments; provided, however, that such auditor shall not disclose the audited Party's confidential information to the other Party, except to the extent such disclosure is necessary to verify the amount of royalties and other payments due under this Agreement. In no event may such accountant disclose the names of specific customers, price lists, or the prices charged to specific customers. A copy of any report […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCertain confidential information contained in this document, MARKED BY BRACKETSmarked by brackets, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 OF THE SECURITIES ACT OF of the Securities Act of 1933, AS AMENDEDas amended. provided by such accountant shall report be provided to Xxxxxx the audited Party at the time that it is provided to the auditing Party. Such audits may be exercised once a year, within three (3) years after the royalty or other payment period to which such records relate, upon a mutually acceptable date(s) and upon not less than thirty (30) days advance notice, and shall be conducted during normal business hours. Any amounts shown to be owing by such audits shall be paid immediately with interest in the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed of one percent (1%) per month (or the maximum amount permitted by law, if less) from the auditdate first owed until paid. Xxxxxx The auditing Party shall bear the expense full cost of such audit unless such audit discloses that royalties actually paid by the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten audited Party are more than five percent (105%) less from the amount of royalties and/or other payments properly due hereunder with respect to actually owed. In such case, the audited periodParty shall bear the full cost of such audit. The terms of this Section 10.2 shall survive any termination or expiration of this Agreement for a period of two (2) years.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm *CONFIDENTIAL TREATMENT REQUESTED the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited periodfull cost of the firm it engages to verify the audit findings.

Records and Audit. Arcadia, its Affiliates During the Term of this Agreement and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three five (35) years following thereafter (“Audit Period”), LICENSEE shall keep, in paper and electronic form, detailed, accurate and up-to-date records (“Records”) showing during the termination Audit Period the steps taken by LICENSEE to comply with all provisions of this Agreement, including, the reporting of LICENSEE Products sold or transferred that include Licensed Software subject to license fees or incremental fees as set out in Section 3.2 (Software License Keys for Commercial Use in a LICENSEE Product) of this Agreement, as well as whether any fee-bearing Licensed Software is only being used for the Limited Purpose or aptX Limited Purpose (as defined below), as applicable, and no other purpose as set out in Section 4.7 (Evaluation Technology) above and Section 2 (RIGHT TO USE aptX Software; RESTRICTIONS) of SCHEDULE A (aptX SOFTWARE) to this Agreement. Upon LICENSEE shall ensure that the Records are sufficient to enable QTIL to verify LICENSEE's compliance with its obligations under this Section 13 (RECORDS AND AUDIT). During the Audit Period, LICENSEE shall keep full, true, and accurate records and accounts, in accordance with generally accepted accounting principles, in connection with all activities of LICENSEE under this Agreement. During the Audit Period, QTIL shall have the right to audit the Records, and LICENSEE shall make such Records available for audit by QTIL and/or its independent auditors upon fifteen (15) days calendar days’ prior written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours hours, at those locations where LICENSEE may maintain relevant Records. LICENSEE agrees to make available all such Records to QTIL and to provide QTIL with reasonable assistance, as well as provide accurate and truthful information to QTIL, during QTIL’s and/or its independent auditor’s inspection of LICENSEE’s Records as QTIL may, from time to time, reasonably request. In all cases, LICENSEE agrees to bear and/or repay to QTIL all costs, fees and expenses incurred by QTIL and/or its independent auditors in the performance of any such audit and/or investigation that discloses any breach of this Agreement by LICENSEE. In addition, QTIL reserves the right to bill back LICENSEE and/or withhold or adjust program benefits, at its sole discretion, if an audit or inspection reveals an error or a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to violation of the terms set forth in of this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodAgreement.

Records and Audit. Arcadia, (a) KU and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedAlkermes hereunder. Said records Such books of account shall be maintained kept at KU’s principal place of business or the principal place of business of the appropriate Affiliate of KU to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for a period of three two (32) years following after its termination, to the termination inspection of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant a firm of certified public accountants selected by XxxxxxAlkermes and reasonably acceptable to KU, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadiafor the limited purpose of verifying KU’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditroyalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by Alkermes. In the event that any such inspection reveals a deficiency (in accordance with U.S. GAAP) in excess of […*…**] = of the reported royalty for the period covered by the inspection, KU shall promptly pay Alkermes the deficiency, plus interest, and shall reimburse Alkermes for the fees and expenses paid to such accountants in connection with their inspection. The parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding three (3) Years. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND FILED SEPARATELY WITH WOULD LIKELY CAUSE COMPETITIVE HARM TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodREGISTRANT IF PUBLICLY DISCLOSED.

Records and Audit. ArcadiaEach Party shall, and shall ensure that its Affiliates and sub licensees shall, keep or cause to be kept complete and accurate records which are relevant to any payment to be made under this Agreement, including without limitation, records on Net Sales, royalty calculations, Development Costs, and Manufacturing Costs. At the request and expense of either Party, the other Party, its Affiliates and sublicensees (if any) its sub licensees shall keep adequate permit an independent certified public accountant appointed by such Party and reasonably acceptable to the other Party, at reasonable times and upon reasonable notice, to examine such records in sufficient detail as may be necessary to enable determine, with respect to any Calendar Year ending not more than [***] to such Party’s request, the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period correctness or completeness of three (3) years following the termination of any report or payment made under this Agreement. Upon fifteen (15) days written notice, said records The foregoing right of review may be inspected, exercised only [***] and employees associated only once with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, respect to each such periodic report and retained at Xxxxxx’x expensepayment. Such Results of any such examination shall be conducted no (a) limited to information relating to the correctness or completeness of any such report or payment, and (b) made available to both Parties. The Party requesting the audit shall bear the expenses of such independent certified public accountant related to the performance of any such audit, unless such audit discloses a variance to the detriment of the auditing Party of more than once annually upon request by Xxxxxx[***] from the amount of the original report, during regular business hours and in or payment calculation. In such a manner as not to interfere with Arcadia’s normal business activitiescase, the Party being audited shall bear the full cost of the performance of such audit. If such examination should disclose audit reveals that the audited Party, its Affiliate or sub licensee has failed to accurately report information, and the result was underpayment, the relevant Party shall promptly pay any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx amounts due to the inspecting Party together with interest on such amount, along with interest calculated pursuant from the date accruable at a rate of [***] according to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve European Central Bank [***] In the confidentiality event of all information learned or obtained in connection with such audit; provided, howeveroverpayment, the overpayment shall be fully creditable against amounts payable in subsequent periods. […*…**] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%17 C.F.R. SECTIONS 200.80(B)(4) of payments properly due hereunder with respect to the audited periodAND 240.24B-2.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) Yahoo! shall keep adequate accurate records and accounts in sufficient detail to enable accordance with standard business practices in the royalties due to Xxxxxx hereunder to be determinedon-line industry and generally accepted accounting principles. Said Such records shall include, but are not limited to, the information required to produce the reports specified in Section 5.4. Yahoo! agrees that Digital, through its then current independent certified public accounting firm, shall, until the expiration of one (1 ) year after final payment under this Agreement, on 90 days advance notice , have access to and the right to examine at Yahoo!'s principal place of business during regular working hours any books, documents, papers, records or accounts of Yahoo! relating to the VAL and to the determination and calculation of number of Results Pages viewed, the load factor, Full Capacity, Full Inventory (and components thereof) and Sold Advertising and may make copies or extracts therefrom. Digital agrees to maintain all information obtained during such examinations in confidence and to cause its duly authorized representatives to do so as well. Audits shall be maintained during at the expense of Digital, unless an underpayment exceeding five percent (5%) of the amount paid for the period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to such audit, together with the amount of such underpayment, shall be paid by Yahoo!. If a period deficiency is shown by such audit, Yahoo! shall immediately pay that deficiency plus interest thereon under Section 5.7. Non-payment of three any deficiency for more than thirty (330) years following days after the termination date on which Yahoo! receives notice of such deficiency shall constitute a material breach of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…X] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.TREATMENT REQUESTED

Records and Audit. Arcadia, Schwxxx xxx its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Schwxxx'x xxxncipal place of business or the principal place of business of the appropriate Affiliate of Schwxxx xx which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during for a period of three (3) years following the termination term of this Agreement. Upon fifteen (15) days written noticeAgreement and for 2 years after its termination, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, to the inspection by an accountant a firm of certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Schwxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to xxr the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality limited purpose of all information learned or obtained in connection with such auditverifying Schwxxx'x xxxalty statements; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant that such examination shall report to Xxxxxx the amount properly payable not take place more often than once each Year and shall provide Xxxxxx not cover more than the preceding 3 Years, with an explanation and detailed calculations for no right to audit any discrepancy revealed period 13 previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by the auditCIMA. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) 5% of payments properly due hereunder the reported royalty for the period covered by the inspection, Schwxxx xxxll promptly pay CIMA the deficiency, plus interest at the rate of 8% per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than 5% of the reported royalty for the period covered by the inspection, Schwxxx xxxll promptly pay CIMA the deficiency, plus interest at the rate of 8% per annum. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding 3 Years.

Records and Audit. ArcadiaAstraZeneca shall keep and maintain, and shall cause its Affiliates to keep and sublicensees (if any) shall keep adequate maintain, complete and accurate records in sufficient detail to enable and books of account documenting all expenses and all other data necessary for the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during calculation of the Expenses for a period of two (2) years after such expenses are incurred, unless a longer retention period is required by Applicable Laws. Upon the Purchaser's reasonable request, the Purchaser may conduct an audit on one (1) occasion during the period from the Completion Date until three (3) years following months after the termination or expiry of this Agreement. Upon fifteen (15) days written notice, said records may be inspectedAstraZeneca shall, and employees associated with shall cause each of its Affiliates engaged in the performance under of Services, to permit an independent auditor designated by the Purchaser and reasonably acceptable to AstraZeneca to inspect and audit the records and books of account maintained by it pursuant to clause 7.1 for the sole purpose of verifying that the Expenses charged to the Purchaser pursuant to this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expenseare correct. Such examination Any such audit shall be conducted no more than once annually upon request by Xxxxxx, during regular normal business hours and upon not less than thirty (30) Business Days written notice to AstraZeneca. In an exceptional case, AstraZeneca may request a reasonable postponement of the audit in written form explaining the reason why the audit on the planned date would be inappropriate, but in case of such a manner as request the audit shall not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to take place later than forty-five (45) Business Days after receipt of the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by Purchaser's notice requesting the audit. Xxxxxx Such independent auditor shall not disclose to the Purchaser any information other than information relating to the accuracy of the Expenses. The Purchaser shall pay the costs of each audit unless the audit reveals an overpayment by the Purchaser of more than ten per cent (10%), in which case AstraZeneca shall bear the expense cost of the auditoraudit. If the audit reveals an excess payment by the Purchaser, provided, however, Arcadia AstraZeneca shall reimburse Xxxxxx for all reasonable such excess payment within sixty (60) days after the date on which such audit expenses in the event that is completed. If the audit establishes reveals an underpayment in excess of ten percent (10%) of payments properly by the Purchaser, the Purchaser shall pay the amounts due hereunder with respect according to the audited periodaudit within sixty (60) days after the date on which such audit is completed.

Records and Audit. ArcadiaUntil the ***** anniversary of the date any book or record is created or such longer period required by Applicable Law (the “Record Retention Period”), its Affiliates Protiva shall maintain and sublicensees (if any) shall keep adequate retain complete and accurate books of account and records in sufficient detail covering all transactions relating to enable the royalties payment of amounts that may be due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination under Article VI of this Supply Agreement. Upon fifteen the reasonable advance notice of Dicerna (15) days written noticeof at least ***** days), said Protiva shall make such books and records may be inspected, available for inspection and employees associated with performance under this Agreement may be interviewed, audit by an accountant selected by Xxxxxx, approved by Arcadia, Dicerna’s authorized representative (which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no a national certified public accounting firm designated by Dicerna), subject to reasonable precautions to protect the confidential information of Protiva. Dicerna may not audit Protiva’s books and records more than once annually upon request by Xxxxxx, in any *****-month period. All audits must be conducted during regular normal business hours of Protiva and conducted in a manner so as to minimize the impact on the normal operations of Protiva. The accounting firming conducting any such audit must provide the report of its findings of any audit to both Parties, may only identify in such a manner as report whether the amount of Batch Prices and Fees paid was correct and the actual amount of the Batch Prices and Fees payable and may not disclose any other Confidential Information of Protiva. The auditor’s report and all other information disclosed to interfere with Arcadia’s normal business activitiesthe auditor or generated by the auditor in such audit will be the Confidential Information of Protiva. Dicerna shall pay the cost of such audits unless it discovers that Protiva has overcharged for Batch Prices or Fees during any year in the Record Retention Period by an amount of ***** percent ***** or more, in which case the costs of such audit shall be borne by Protiva. If such examination should disclose any underreporting by Arcadiaan audit reveals an underpayment or overpayment, Arcadia the Party responsible for making payment shall immediately promptly pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in other Party the amount of the underpayment or overpayment discovered unpaid under this Section 4. Xxxxxx shall require such accountant 6.5, subject to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodSection 6.3(b).

Records and Audit. ArcadiaPohl Boskamp, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true xxx accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedNastech as Royalties. Said records Such books of account shall be maintained kept at Pohl Boskamp's principal place of business or the principal place of xxxiness of the appropriate Affiliate or sublicensee of Pohl Boskamp to which this Agreement relates. Such books and the supxxxxing data shall be open, at all reasonable times and upon reasonable written notice during the term of this Agreement and for a period of three two (32) years following after its termination, to the termination inspection of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant a firm of certified public accountants selected by Xxxxxx, approved by ArcadiaNastech and acceptable to Pohl Boskamp, which approval consent shall not be unreasonably withheldwithheld (the xxxx of which is to be paid by Nastech), and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality purpose of all information learned or obtained in connection with such auditverifying Pohl Boskamp's Royalty statements; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant that such examxxxxion shall report to Xxxxxx the amount properly payable not take place more often than once each calendar year and shall provide Xxxxxx not cover more than the preceding three (3) years, with an explanation and detailed calculations for no right to audit any discrepancy revealed by the auditperiod previously audited. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) 5% of payments properly due hereunder the reported Royalty for the period covered by the inspection, Pohl Boskamp shall promptly pay Nastech the deficiency, plus interesx xx 8% per annum, and shall reimburse Nastech for the fees and expenses paid to such accountants in connection with their inspection. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current calendar year and the immediately preceding three (3) calendar years.

Records and Audit. Arcadia, Cxxx and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder or cause to be determined. Said records shall be maintained during kept for a period of three (3) years following the termination of such records as are required to determine, in a manner consistent with this Agreement. Upon fifteen , amounts due for any calendar year to Cardica pursuant to this Article V. At the request (15and expense) days written of Cardica, Cxxx and its Affiliates shall permit an independent certified public accountant appointed by Cardica and reasonably acceptable to Cxxx, at reasonable times and upon reasonable notice, said to examine only those records as may be inspectednecessary to determine, and employees associated with performance respect to any calendar year ending not more than three (3) years prior to Cardica’s request, the correctness or completeness of any report or payment made under this Agreement Article V. The foregoing right of review may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, exercised only once per year and retained at Xxxxxx’x expenseonly once with respect to each such periodic report and payment. Such Results of any such examination shall be conducted no (a) limited to information relating to the Product, (b) made available to both parties and (c) subject to Article IX. Cardica shall bear the full cost of the performance of any such audit, unless such audit discloses a variance to the detriment of Cardica of more than once annually upon request by Xxxxxxfive percent (5%) from the amount of the original report, during regular business hours and in royalty or payment calculation. In such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadiacase, Arcadia Cxxx shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to bear the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve full cost of the confidentiality performance of all information learned or obtained in connection with such audit; provided, however, the . […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND EXCHANGE COMMISSION PURSUANT FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodOMITTED PORTIONS.

Records and Audit. Arcadia, Alamo and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during for a period of three (3) years following the termination term of this Agreement. Upon fifteen (15) days written noticeAgreement and for *** years after its termination, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, to the inspection by an accountant a firm of certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Alamo, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadiafor the limited purpose of verifying Alamo’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditroyalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the […preceding *…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT** Years, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report with no right to Xxxxxx the amount properly payable audit any period previously audited and shall provide Xxxxxx with an explanation and detailed calculations for not occur during the 90-day period following the end of Alamo’s fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in this Section, the cost of any discrepancy revealed such examination shall be paid by the auditCIMA. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent ***% of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ***% per annum (10%) which interest shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than ***% of payments properly due hereunder the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ***% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding *** Years. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.