Common use of Records and Inspection Clause in Contracts

Records and Inspection. LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining to the manufacture, sales, leases, licenses and other transactions relating to Licensed Products by LICENSEE under this Agreement and all Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit Lockheed Xxxxxx Corporation's internal auditors, and/or an independent accountant selected by the LICENSOR and reasonably acceptable to LICENSEE, at LICENSOR's sole option and expense, to have access during ordinary business hours to such LICENSEE records as may reasonably be required by such auditors and accountant to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, in the event that the audit reveals an underpayment of royalties by LICENSEE of more than five percent (5%), the cost of the audit shall be reimbursed in full by LICENSEE. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%), LICENSEE shall reimburse fifty percent (50%) of the cost of the audit to LICENSOR. LICENSOR's auditors and accountant shall maintain in confidence, and shall not disclose to LICENSOR, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of LICENSEE's reports and payments under this Agreement.

Records and Inspection. LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining to the manufacture, sales, leases, licenses and other transactions relating to Licensed Products by LICENSEE under this Agreement and all Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit Lockheed Xxxxxx Martin Corporation's internal auditors, and/or an independent accountant selected accounxxxx xelected by the LICENSOR and reasonably acceptable to LICENSEE, at LICENSOR's sole option and expense, to have access during ordinary business hours to such LICENSEE records as may reasonably be required by such auditors and accountant to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, in the event that the audit reveals an underpayment of royalties by LICENSEE of more than five percent (5%), the cost of the audit shall be reimbursed in full by LICENSEE. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%), LICENSEE shall reimburse fifty percent (50%) of the cost of the audit to LICENSOR. LICENSOR's auditors and accountant shall maintain in confidence, and shall not disclose to LICENSOR, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of LICENSEE's reports and payments under this Agreement.

Records and Inspection. LICENSEE 4.1 JCR and its Affiliates and its Sublicensees and co-marketers shall maintain or cause to be maintained a true keep complete and correct set of accurate records pertaining to the manufacture, sales, leases, licenses sale of JCR Products for Additional Field in the Territory and other covering all transactions relating to Licensed Products by LICENSEE under this Agreement and all from which Net Sales Revenue and End-user Revenue received by LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and are derived for a period of two (2) three calendar years thereafterafter the year in which sales occurred, LICENSEE agrees and in sufficient detail to permit Lockheed Xxxxxx Corporation's internal auditorsMesoblast to confirm the accuracy of royalty payments due hereunder. 4.2 At the request and expense (except as provided below) of Mesoblast, and/or JCR and its Affiliates and its Sublicensees and co-marketers shall permit an independent certified public accountant selected appointed by the LICENSOR Mesoblast and reasonably acceptable to LICENSEEJCR, at LICENSOR's sole option reasonable times and expenseupon reasonable notice, to have access during ordinary business hours examine those records and all other material documents relating to such LICENSEE records as may reasonably be required by such auditors and accountant or relevant to determine the correctness of any report and/or payment made by LICENSEE under this Agreement. The cost of any such audit shall be borne by LICENSOR; provided, however, Net Sales in the event that the audit reveals an underpayment possession or control of JCR and/or its Affiliates or its Sublicensees and co-marketers, for a period of three years after such royalties by LICENSEE of more than five percent (5%), the cost of the audit shall be reimbursed in full by LICENSEEhave accrued. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%), LICENSEE shall reimburse fifty percent (50%) of the cost of the audit to LICENSOR. LICENSOR's auditors and Said accountant shall maintain in confidence, and shall not disclose to LICENSOR, Mesoblast any information concerning LICENSEE or its operations or properties other than information directly relating to said reports, royalties and payments. If, as a result of any inspection of the correctness books and records of LICENSEE's reports JCR or its Affiliates or its Sublicensees and co-marketers it is shown that JCR’s royalty payments under this AgreementAgreement were less than the amount which should have been paid, then JCR shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within forty-five (45) days after Mesoblast’s demand therefor. Furthermore if the royalty payment was less than the amount which should have been paid by an amount in excess of [***] of the royalty payment actually made during the period in question, JCR shall also reimburse Mesoblast for the cost of such inspection. Execution Copy CONFIDENTIAL 4.3 Mesoblast shall undertake the reciprocal obligations as those JCR bears and JCR shall have the reciprocal rights as those Mesoblast holds as stipulated in Sections 4.1 and 4.2 above, with respect to the royalty payable to JCR under Section 2.2 hereof.

Records and Inspection. (1) LICENSEE shall keep and maintain or cause to be maintained a at its principal place of business true and correct set of accurate records pertaining relating to the manufactureamount of Products in stock which are inventory on a consolidated basis and the book value of such Products which are required to verify Royalty calculation and payment thereof for the latest five (5) years, salesand upon LICENSOR’s request, leases, licenses and other transactions relating to Licensed Products by LICENSEE under this Agreement and all Net Sales Revenue and End-user Revenue received by shall provide LICENSOR with respect thereto. LICENSEE shall further maintain or cause to be maintained requested records in a true and correct set of records pertaining to any Sublicenses granted hereunder and all Sublicensing Revenue received by LICENSEE with respect thereto. During the term of this Agreement and for a period of two timely manner. (2) years thereafterLICENSOR shall, LICENSEE agrees upon prior reasonable notice, have the right to permit Lockheed Xxxxxx Corporation's internal auditors, and/or an independent accountant selected by the LICENSOR and reasonably acceptable to LICENSEEinspect, at LICENSOR's sole option the premise of LICENSEE and expense, to have access the Share Transfer Subsidiaries and during ordinary the regular business hours of LICENSEE or such Share Transfer Subsidiaries, any of LICENSEE and the Share Transfer Subsidiaries’ records which are necessary for LICENSOR to such audit LICENSEE records as may reasonably be required by such auditors and accountant to determine the correctness of any report and/or payment made by LICENSEE under Share Transfer Subsidiaries’ compliance with this Agreement. The cost costs of any such audit inspection, including travel, lodging and subsistence, shall be borne paid for by LICENSOR; provided, however, in the event that the audit reveals an underpayment of royalties by LICENSEE of LICENSOR unless discrepancies more than five percent (5%), the cost ) of the audit amount of Royalty to be paid are disclosed as a result of the inspection. If such discrepancies are disclosed, such costs of inspection shall be reimbursed chargeable to LICENSEE. (3) LICENSOR has right to request LISENSEE to provide sufficient information (on a consolidated basis) in full by LICENSEEorder to confirm the progress of transition from NEC Xxxx use which is the basis of the transitional use set forth in Section 2 above, on necessary basis. If audit reveals an underpayment by LICENSEE of between five percent (5%) and two percent (2%)In such cases, LICENSEE shall reimburse fifty percent provide LICENSOR such information in written form within ten (50%10) of the cost of the audit to working days from such LICENSOR. LICENSOR's auditors and accountant shall maintain in confidence, and shall not disclose to LICENSOR, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of LICENSEE's reports and payments under this Agreement.’s request