Common use of Records and Audits Clause in Contracts

Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During the Research Term(a) Erasca will keep, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP will require its Sublicensees to keep, complete and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year in which they were generated in order and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees to enable audit provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records as set forth below. Upon in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days days’ prior written notice from Wyethnotice) and during regular business hours and under obligations of confidentiality, Trubion shall permit an independent certified public accounting firm for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable to Trubionaccuracy of payments made under Article 3 (Fees, to examine, at Wyeth's sole expense, Royalties and Payments) within the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable outseventy-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six two (3672) months before month period preceding the date of the requestrequest for review. The accounting firm shall be provided access Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm discovery of a discrepancy to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditKatmai’s detriment, Trubion shall refund the excess payments to Wyeth Erasca will, within thirty (30) days of its after receipt of such report from the auditor's report so concluding accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such reportLate Payments). If Katmai will pay the amount full cost of the review unless the underpayment of amounts due to be refunded exceeds more Katmai is greater than ten [***]percent (10[***]%) of the amount that was properly payabledue for any calendar year in the period being examined, Trubion shall reimburse Wyeth for in which case Erasca will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s detriment, Erasca may credit the amount of the audit. All information of Trubion which is subject discrepancy, without interest, against future payments payable to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights Katmai under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then Katmai shall pay to exercise its rights under this AgreementErasca the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within forty-five (45) days of Katmai’s receipt of the report.

Records and Audits. During the Research Term, Trubion shall RBNC will keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were underlying revenue and expense data relating to the calculations of Net Sales generated in order the then current Calendar Year and payments required under this Agreement, and during the preceding [***] Calendar Years. AMGEN will have the right, [***] at its own expense, to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethhave a nationally recognized, Trubion shall permit an independent independent, certified public accounting firm of nationally recognized standing firm, selected by Wyeth it and reasonably acceptable subject to TrubionRBNC’s prior written consent (which shall not be unreasonably withheld), to examine, at Wyeth's sole expense, the relevant books and review any such records of Trubion as may be reasonably necessary to verify RBNC and its Affiliates and Sublicensees (the amount of reimbursable out-of-pocket expenses incurred. An examination “Audited Party”) in the location(s) where such records are maintained by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and the Audited Party upon reasonable written notice (which shall be limited to no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the pertinent books sole purpose of verifying the basis and records for any calendar year ending not more than thirty six accuracy of payments made under Section 3.2 (36Royalties) months before within the [***] month period preceding the date of the requestrequest for review. The accounting firm shall No Calendar Year will be provided access subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such books and records at Trubion's facility(ies) where report concurrently with receipt by AMGEN. Should such books and records are normally kept and inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such examination shall be conducted during Trubion's normal business hours. Trubion may require report from the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning firm, pay any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate undisputed amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during discrepancy together with interest at the period covered by rate set forth in Section 3.8 (Late Payments). AMGEN will pay the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt full cost of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution review unless the underpayment of a bona fide objection by Trubion amounts due to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) AMGEN is [***] of the amount that was properly payable, Trubion shall reimburse Wyeth due for the entire period being examined, in which case RBNC will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to RBNC’s detriment, RBNC may credit the amount of the audit. All information of Trubion which is subject discrepancy, without interest, against future payments payable to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights AMGEN under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then AMGEN shall pay to exercise its rights under this AgreementRBNC the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within [***] days of AMGEN’s receipt of the report.

Records and Audits. During the Research TermPoseida will, Trubion shall and will cause its Affiliates and Sublicensees to keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination confer the accuracy of all figures necessary the calculations of Net Sales and royalty payments, and the achievement of milestone events, generated in the then current Calendar Year, and during the preceding […***…] Calendar Years. Xxxxxxx will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and reasonably acceptable to CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 Poseida, review any such records of Poseida and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice and during regular business hours and under obligations of strict confidence, for verification the sole purpose of costs to be reimbursed verifying the basis and accuracy of payments made and deductions taken hereunder. Trubion No Calendar Year will be subject to audit under this Section more than once. Poseida will receive a copy of each such report concurrently with receipt by Xxxxxxx. In the event such inspection leads to the discovery of a discrepancy to Xxxxxxx’x detriment, Poseida will, within […***…] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy. Xxxxxxx will pay the [...***...] of the audit, provided, however, if such audit uncovers an underpayment of royalties or milestone payments by Poseida that exceeds [...***...] of the total royalties and milestones owed for the period under audit, then the [...***...] of such audit shall maintain such cost be paid by Poseida. Any undisputed overpayment of royalties by Poseida revealed by an examination will be paid by Xxxxxxx at Poseida’s discretion either as a (i) credit against future royalties owed or (ii) within [...***...] days of Xxxxxxx’x receipt of the applicable report. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article XI. Xxxxxxx shall keep adequate books and records of accounting for a period of at least three (3) all expenses billed to Poseida. For the [...***...] years after following the end of the calendar year in Calendar Year to which they were generated in order to enable audit of each pertains, such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may accounting will be reasonably necessary to verify the amount kept at Xxxxxxx’x principal place of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year business and shall will be limited to the pertinent books and records open for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted inspection during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion hours and Wyeth a upon reasonable written report disclosing whether the certificates notice by an independent certified accountant selected by Poseida, and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject reasonably acceptable to review under this Section 3.6.3 shall be deemed Xxxxxxx, for inspecting the expenses billed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights Poseida under this Agreement, as . In no event may such inspections be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementconducted hereunder more frequently than [...***...] every [...***...] months.

Records and Audits. AstraZeneca will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all Exercise Price payable by Moderna to AstraZeneca under this Schedule A and ensuring Moderna’s compliance under this Schedule A. Such books and records will be maintained by AstraZeneca for at least [***] from the date of creation. During the Research Option Agreement Term, Trubion shall keep such books and accounts records of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three accounting (3) years after the end including those of the calendar year in which they were generated in order to enable audit other Selling Parties, as applicable) will be kept at each of such records as set forth belowtheir principal places of business. Upon thirty (30) days prior written notice from WyethAt the request of Moderna, Trubion shall AstraZeneca will, and AstraZeneca will cause each of the other Selling Parties to, permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth Moderna and reasonably acceptable to TrubionAstraZeneca, during normal business hours and upon reasonable notice, to examine, at Wyeth's sole expense, examine the relevant books and records maintained pursuant to this Paragraph 2.4(c) (Schedule A). Such examinations may not (i) be conducted for any calendar year after the end of Trubion as the Option Agreement Term (except that the books and records relating to the last year of the Option Agreement Term may be reasonably necessary to verify examined for [***] after the amount end of reimbursable the Option Agreement Term), (ii) be conducted more than [***] in any [***] period and going back no more than [***] after receipt of the respective invoice and report or (iii) be repeated for any calendar year. Moderna will provide AstraZeneca with a copy of the accounting firm’s written report within [***] of completion of such report. Except as provided below, the cost of this examination will be borne by Moderna, unless the audit reveals a variance of more than [***] from the reported amounts for a calendar year, in which case AstraZeneca will bear the reasonable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit, A&R OPTION AGREEMENT provided such variance exceeds [***]. All Unless disputed as described below, if such audit concludes that additional payments were owed or that excess payments were made during such period, AstraZeneca will pay the additional amounts or Moderna will reimburse such excess payments, with interest from the date originally due as provided in Paragraph 2.4(f) (Schedule A), within [***] days after the date on which a written report of such audit is delivered to the Parties. In the event of a dispute regarding such books and records, including the amount owed to Moderna under this Paragraph 2.4(c) (Schedule A), Moderna and AstraZeneca will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, such dispute will be resolved in accordance with the dispute resolution procedures set forth in Section 11.1 of the A&R Services and Collaboration Agreement. The receiving Party will treat all information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to Paragraph 2.4(c) (Schedule A) in accordance with the confidentiality provisions of Article 7Section 11 of the Option Agreement, and AstraZeneca will cause any accounting firm, auditor or arbitrator to enter into a reasonably acceptable confidentiality agreement with AstraZeneca obligating such Confidential Information shall not be disclosed firm to any retain all such financial information in confidence pursuant to such confidentiality agreement. Moderna may provide Third Parties to which Moderna owes payments on Products information in such audit report that are relevant and required to comply with such Third Party’s audit rights under the applicable license agreement between Moderna and such Third Party, provided that such Third Party or used for any purpose other than verifying the is obligated to keep such information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementconfidential.

Records and Audits. During AKERO will keep complete and accurate records of the Research Termunderlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, Trubion shall keep books and accounts of record in connection with during the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least preceding three (3) years after calendar years. AMGEN will have the end of the calendar year in right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to AKERO’s prior written consent (which they were generated in order to enable audit of shall not be unreasonably withheld, conditioned or delayed), review any such records as set forth below. Upon of AKERO and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days days’ prior written notice from Wyethnotice) and during regular business hours and under obligations of strict confidence, Trubion shall permit an independent certified public accounting firm for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable to Trubionaccuracy of payments made under Article 3 (Fees, to examine, at Wyeth's sole expense, Royalties and Payments) within the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable outthirty-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six (36) months before month period preceding the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepanciesrequest for review. No other information shall calendar year will be provided subject to Wyethaudit under this Section 3.5 more than once. If AKERO will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the accounting firm determines that the aggregate amount discovery of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audita discrepancy to AMGEN’s detriment, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if laterAKERO will, within fifteen forty-five (1545) days after resolution receipt of a bona fide objection by Trubion to such report from the findings accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in such reportSection 3.4 (Late Payments). If AMGEN will pay the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the full cost of the auditreview unless the underpayment of amounts due to AMGEN is [***] for the entire period being examined, in which case AKERO will pay the cost charged by such accounting firm for such review. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject Should the audit lead to the provisions discovery of Article 7a discrepancy to AKERO’s detriment, and such Confidential Information shall not be disclosed AKERO may credit the amount of the discrepancy, without interest, against future payments payable to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights AMGEN under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then AMGEN shall pay to exercise its rights under this AgreementAKERO the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within [***] days of AMGEN’s receipt of the report.

Records and Audits. During TESARO will keep complete and accurate records relating to the Research Term, Trubion shall keep books and accounts calculations of record Net Sales generated in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the then current calendar year in which they were generated in order and payments required under this Agreement, and during the preceding * years. AMGEN will have the right, * at *, to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethhave a nationally recognized, Trubion shall permit an independent independent, certified public accounting firm of nationally recognized standing firm, selected by Wyeth and reasonably acceptable to Trubionit, to examine, at Wyeth's sole expense, the relevant books and review any such records of Trubion as may be reasonably necessary to verify TESARO and its Affiliates and Sublicensees (the amount of reimbursable out-of-pocket expenses incurred. An examination “Audited Party”) in the location(s) where such records are maintained by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and the Audited Party upon reasonable written notice (which shall be limited to no less than * days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the pertinent books sole purpose of verifying the basis and records for any calendar year ending not more than thirty six accuracy of payments made under Section 3.3 (36Royalties) months before within the * month period preceding the date of the requestrequest for review. The accounting firm shall No * will be provided access subject to audit under this Section more than once. TESARO will receive a copy of each such books and records at Trubion's facility(ies) where report concurrently with receipt by AMGEN. Should such books and records are normally kept and inspection lead to the discovery of a discrepancy to AMGEN’s detriment, TESARO will, * days after receipt of such examination shall be conducted during Trubion's normal business hours. Trubion may require report from the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning firm, pay any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate undisputed amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during discrepancy together with interest at the period covered by rate set forth in Section 3.6 (Late Payments). * will pay the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt full cost of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution review unless the underpayment of a bona fide objection by Trubion amounts due to the findings in such report). If the amount to be refunded exceeds more * is greater than ten * percent (10%) * of the amount that was properly payable, Trubion shall reimburse Wyeth due for the entire period being examined, in which case * will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to * detriment, * may credit the amount of the audit. All information of Trubion which is subject discrepancy, without interest, against future payments payable to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights * under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then * shall pay to exercise its rights under this Agreement* the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within * days of * receipt of the report.

Records and Audits. During the Research Term, Trubion shall Each party will keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the underlying revenue and expense data relating to the calculations of (a) WuXi Net Sales (in the case of WuXi), or (b) Net Sales (in the case of Vir, solely where Vir is required to pay a royalty to WuXi under the terms of the Cell Line License Agreement) generated in the then current calendar year and payments required under this Agreement, and during the preceding [***]. Each party will have the right, once annually, and solely during any period when royalties are payable by the other party under this Agreement (in which they were generated the case of WuXi) or the Cell Line License Agreement (in order the case of Vir) at its own expense, to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethhave an internationally recognized, Trubion shall permit an independent independent, certified public accounting firm of nationally recognized standing firm, selected by Wyeth it and reasonably acceptable subject to Trubionthe other party’s prior written consent (which shall not be unreasonably withheld), to examine, at Wyeth's sole expense, the relevant books and review any such records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination other party and its Affiliates and Sublicensees in the location(s) where such records are maintained by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and the other party upon reasonable written notice (which shall be limited to [***] prior written notice) and during regular business hours and under obligations of strict confidence, for the pertinent books sole purpose of verifying the basis and records for any calendar year ending not more than thirty six accuracy of payments made (36i) months before by WuXi under Sections 7.1 and 7.3, or (ii) by Vir, under the Cell Line License Agreement, and within the [***] preceding the date of the requestrequest for review. No calendar year will be subject to audit under this Section 7.8 more than once. Should such inspection lead to the discovery of a discrepancy to one party’s detriment, the other party will, within [***] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 7.7. The auditing party will pay the full cost of the review unless the underpayment of amounts due to the auditing party is greater than [***] of the amount due for the entire period being examined, in which case the other party will pay the cost charged by such accounting firm shall be provided access for such review. Should the audit lead to the discovery of a discrepancy to the other party ‘s detriment, such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion other party may require credit the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the discrepancy, without interest, against future payments payable to the auditing party under this Agreement or the Cell Line License Agreement, as applicable, and if there are no such payments payable, then the auditing party shall pay to the other party the amount reimbursed by Wyeth during of the period covered by discrepancy, without interest, within [***] of the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its auditing party’s receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During the Research TermFor at least [*]after any payment, Trubion Company (and its Wholly-Owned Subsidiaries) shall keep books maintain complete, current and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail accurate records documenting all amounts payable to permit accurate determination of all figures necessary for verification of costs to be reimbursed TiVoII or TiVo hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from WyethNo more than once every [*], Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected accountant, which shall be mutually agreed upon by Wyeth and reasonably acceptable to Trubionthe Parties, shall have the right, upon [*]notice, to examineconduct an audit of the relevant portions of Company’s (and its Wholly-Owned Subsidiaries’) books of account solely to verify compliance with this Agreement. For purposes of such audit, Company shall provide access, at Wyeth's sole expensethe United States facility of a Wholly-Owned Subsidiary of Company, to copies of records documenting all amounts payable to TiVoII and TiVo hereunder. For the relevant books and purposes of such an audit, Company shall ensure that copies of the records of Trubion as may be reasonably necessary its relevant Sublicensees, or the results of Company’s audits of such Sublicensees, covering the [*]prior to verify the amount of reimbursable out-of-pocket expenses incurredsuch audit by TiVoII or TiVo are available. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and Such auditor shall be limited subject to a confidentiality agreement with Company but the auditor shall be permitted to disclose the results of the audit to TiVoII and TiVo. If any such audit should disclose any underpayment of [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the pertinent books and records for any calendar year ending not more than thirty six omitted portions. Royalties or other fees, Company shall promptly pay TiVoII or TiVo (36as applicable) months before such underpaid amount, together with interest thereon at a rate of interest equivalent to [*]percent ([*]%) over the [*]published by Bloomberg on the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund or the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (ormaximum rate allowed under applicable Law, if laterwhichever is lower, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyethuntil finally paid; provided, however, that such Confidential Information may interest shall only accrue for the lesser of (a) the amount of time the payment is overdue or (b) [*]. If any such audit should disclose an overpayment of Royalties or other fees, TiVoII or TiVo (as applicable) shall promptly pay back to Company such overpaid amount. The audit will be disclosed to Third Parties only to conducted at TiVoII’s or TiVo’s expense, unless the extent necessary to enforce Wyeth's rights under this Agreementaudit reveals that Company has underpaid TiVoII or TiVo by more than [*]percent ([*]%), in which case Company will reimburse TiVoII or TiVo (as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementapplicable) all reasonable costs and expenses incurred by TiVo in connection with such audit.

Records and Audits. During the Research Term, Trubion (a) Seller shall keep books records and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP documents as may be needed to afford a clear and in sufficient detail to permit accurate determination complete history of all figures necessary for verification of costs transactions under this Agreement, and the cost information used to be reimbursed hereunder. Trubion shall maintain such cost records calculate the charges under this Agreement for a period of at least three thirty-six (336) years after Months following each Billing Period. During such thirty-six (36) Month period, Buyer shall have the end of the calendar year in which they were generated in order right to enable audit of all such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be extent reasonably necessary to verify the amount accuracy of reimbursable outany statement, charge, or computation made pursuant to this Agreement. If Buyer initiates an audit through a written notice to Seller within the time period provided herein, then Seller will retain the records and documents related to such audit until such audit is complete. During such thirty-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty six (36) months before Month period, either Buyer, or any third-party representative of Buyer, shall have the date right on reasonable prior-written notice, at Buyer’s sole expense and during normal working Hours, to examine the records of Seller, to the requestextent reasonably necessary to verify the accuracy of any statement, charge, or computation made pursuant to this Agreement. The accounting firm Seller will cooperate reasonably with such audit. Buyer shall be provided access pay all costs associated with such audit, including any independent auditor that it retains, if any, for purposes of an audit conducted under the terms of this Section 10.4. (b) Seller shall have the right at any time, but no more often than annually, on reasonable prior-written notice, at Seller’s sole expense and during normal working Hours, to such audit Buyer’s books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion with respect to the findings in such report). transactions contemplated under this Agreement. (c) If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review any audit or examination under this Section 3.6.3 10.4 reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof shall be deemed to be Confidential Information of Trubion subject to made promptly and shall accrue interest at the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party Interest Rate from the date the overpayment or used for any purpose other than verifying the information provided by Trubion to Wyethunderpayment was made until paid; provided, however, that such Confidential Information may no adjustment for any statement or payment shall be disclosed to Third Parties only made unless objection to the extent necessary accuracy thereof was made prior to enforce Wyeth's rights under this Agreementthe lapse of thirty-six (36) Months from the rendition thereof, as may and thereafter any objection shall be necessary for Wyeth deemed waived. (d) Any and all information obtained pursuant to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementan audit will be deemed “Confidential Information” and shall be subject to the confidentiality provisions set forth in Section 13.7.