Common use of Records and Reporting Clause in Contracts

Records and Reporting. (a) The Purchaser shall deliver, on an annual basis, on the Earn-Out Payment Report Delivery Date, a report no later than [**] after December 31 in any calendar year to the Vendors’ Delegate on progress made towards achieving the Earn-Out Milestones, in a form agreed to between the Parties prior to Closing, acting reasonably. (b) The Purchaser shall cause the Corporation to keep true and accurate financial records and accounts containing all information used by the Purchaser to determine the Contingent Consideration and any information reasonably required to determine and verify whether Earn-Out Payments and/or Royalties are payable by the Purchaser and with respect to the information set out in Section 2.8.4(c) (the “Records”). The Records shall be maintained in accordance with IFRS. (c) The Purchaser shall cause the Corporation to maintain the Records for the longer of: (a) [**] from the end of the Earn-Out Period; and (b) the number of years required pursuant to applicable Law. (d) Not limiting the generality of Section 2.8.4(a), the Records will include details of: (i) the development, manufacture, commercialization and sale of ARTMS Products; and (ii) the price at which ARTMS Products are sold and permitted allowances when calculating Net Sales. (e) The Vendors’ Delegate may audit the Records at the Corporation’s premises (or at the premises of the Purchaser or its Affiliates if the Records are stored other than at the Corporation’s premises) throughout the Earn-Out Period, and for any period thereafter until the final Royalty is paid in full, up to [**], or more frequently if the Vendors’ Delegate has a reasonable basis to believe that a material error has occurred. The audit may be implemented either via internal financial experts selected by the Vendors’ Delegate or via an independent certified public accountant selected by the Vendors’ Delegate and which is reasonably acceptable to the Purchaser. The Vendors’ Delegate will provide advance written notice of at least [**] for any audit, and such audit will be conducted within ordinary business hours in a way to minimize business disruption. If required by the Purchaser, any independent certified public accountant third party auditor will be required to sign a confidentiality agreement reasonably acceptable to the Purchaser in advance of the audit protecting the confidential information of the Corporation, but such confidentiality shall not prevent such auditor from sharing its findings with the Vendors’ Delegate or the use of those findings in any dispute conducted pursuant to Section 7.11.3. The Purchaser will cause the Corporation to provide all reasonable assistance, within a reasonable time frame, to support the inspection or audit, including allowing the auditor to access Records (including facilitating electronic access where requested by the Vendors’ Delegate) and take copies of Records on a confidential basis. Subject to the foregoing, any non-public information provided or made available to such auditor by the Corporation as part of any such audit shall constitute confidential information of the Purchaser. (f) The Parties will each bear their own costs of the annual audit unless such audit identifies a material error in excess of the materiality threshold of [**] dollars ($[**]). The Purchaser will have an opportunity to review and respond to determine if the error can be validated, and if agreed upon or determined to have occurred pursuant to Section 7.11.3, then the Purchaser will cause the Corporation to remedy the error and the Purchaser will, or will cause the Corporation to, bear and reimburse the reasonable third-party substantiated audit costs. If the Parties are unable to agree to the error, then the matter will be subject to the dispute resolution process set out in Section 7.11.3.

Records and Reporting. (a) The Purchaser King shall delivermaintain, on an annual basisand shall require that its Affiliates, on the Earn-Out Payment Report Delivery Datelicensees and Sublicensees maintain, a report no later than [**] after December 31 in any calendar year to the Vendors’ Delegate on progress made towards achieving the Earn-Out Milestones, in a form agreed to between the Parties prior to Closing, acting reasonably. (b) The Purchaser shall cause the Corporation to keep true and accurate financial records and accounts containing all information used by the Purchaser to determine the Contingent Consideration and any information reasonably required to determine and verify whether Earn-Out Payments and/or Royalties are payable by the Purchaser and with respect to the information set out in Section 2.8.4(c) (the “Records”). The Records shall be maintained in accordance with IFRS. (c) The Purchaser GAAP, complete and accurate books of account containing all particulars relevant to King’s, its Affiliates’ and Sublicensees’ sales of Products in sufficient detail to allow calculation and verification of all royalties and other payments payable to PTI hereunder. Such books of account, as well as all reasonably necessary supporting data, shall cause be kept at the Corporation to maintain the Records principal place of business of King for the longer of: five (a5) [**] from years following the end of the Earn-Out Period; and (b) the number of years required pursuant Calendar Year to applicable Law. (d) Not limiting the generality of Section 2.8.4(a), the Records will include details of: (i) the development, manufacture, commercialization and sale of ARTMS Products; and (ii) the price at which ARTMS Products are sold and permitted allowances when calculating Net Sales. (e) The Vendors’ Delegate may audit the Records at the Corporation’s premises (or at the premises of the Purchaser or its Affiliates if the Records are stored other than at the Corporation’s premises) throughout the Earn-Out Periodeach shall pertain, and shall be open for any period thereafter until the final Royalty is paid in full, up to [**], or more frequently if the Vendors’ Delegate has a reasonable basis to believe that a material error has occurred. The audit may be implemented either via internal financial experts selected inspection by the Vendors’ Delegate or via an independent certified public accountant selected by the Vendors’ Delegate and which is reasonably acceptable to King, upon reasonable notice during normal business hours at PTI’s expense, as the Purchasercase may be, for the sole purpose of verifying quarterly payment statements or compliance with this Agreement. In the event the inspection determines that royalties due to PTI for any period have been underpaid by five percent (5%) or more in any given Calendar Year, then King shall pay for all costs of the inspection, as well as make any payments required to remedy the overstatement. King will use commercially reasonable efforts to ensure that PTI is granted the right to audit King’s Sublicensees’ financial records, as provided herein; provided that, to the extent that King does not obtain that right for PTI, King shall obtain for itself such right and, at the request of PTI, King shall exercise such audit right with respect to such Sublicensees and provide the results of such audit for inspection by PTI pursuant to this Section 6.2. All royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of two percent (2%) above the prime rate published in The Wall Street Journal, New York edition, on the due date. The Vendors’ Delegate will provide advance written notice payment of at least [**] such interest shall not foreclose PTI from exercising any other rights it may have as a consequence of the lateness of any payment. All information and data reviewed in the inspection shall be used only for the purpose of verifying royalties and shall be treated as King’s Confidential Information subject to the obligations of this Agreement. No audit shall be conducted hereunder more frequently than once during any twelve (12)-month period. The results of each audit, and such audit will if any, shall be conducted within ordinary business hours in a way to minimize business disruptionbinding on both Parties. If required by Any dispute regarding the Purchaser, any independent certified public accountant third party auditor will be required to sign a confidentiality agreement reasonably acceptable to the Purchaser in advance of the audit protecting the confidential information of the Corporation, but such confidentiality shall not prevent such auditor from sharing its findings with the Vendors’ Delegate or the use of those findings in any dispute conducted pursuant to Section 7.11.3. The Purchaser will cause the Corporation to provide all reasonable assistance, within a reasonable time frame, to support the inspection or audit, including allowing the auditor to access Records (including facilitating electronic access where requested by the Vendors’ Delegate) and take copies of Records on a confidential basis. Subject to the foregoing, any non-public information provided or made available to such auditor by the Corporation as part results of any such audit inspection hereunder shall constitute confidential information of the Purchaser. (f) The Parties will each bear their own costs of the annual audit unless such audit identifies a material error in excess of the materiality threshold of [**] dollars ($[**]). The Purchaser will have an opportunity to review and respond to determine if the error can be validated, and if agreed upon or determined to have occurred pursuant to Section 7.11.3, then the Purchaser will cause the Corporation to remedy the error and the Purchaser will, or will cause the Corporation to, bear and reimburse the reasonable third-party substantiated audit costs. If the Parties are unable to agree to the error, then the matter will be subject to the dispute resolution process set out provisions of Section 2.3 of the Collaboration Agreement; provided that if King is the Party with final decision-making authority over the subject matter in dispute, and the CEO’s are unable to reach agreement even after good faith discussions in accordance with Section 7.11.32.3 of the Collaboration Agreement, then the dispute shall not be subject to the sole discretion of either Party but shall be subject to arbitration pursuant to the provisions of Section 2.3.3 of the Collaboration Agreement.

Records and Reporting. (a) The Purchaser A. Grantee shall deliver, on an annual basis, on the Earn-Out Payment Report Delivery Date, a report no later than [**] after December 31 in any calendar year submit to the Vendors’ Delegate on progress made towards achieving OAG quarterly reports, prepared by Grantee’s internal compliance department, addressing potential or actual conflicts of interest that arise in connection with implementation of the Earn-Out Milestones, in a form agreed to between the Parties prior to Closing, acting reasonablyForeclosure Prevention Grant. (b) The Purchaser B. Grantee shall cause the Corporation to keep true establish and maintain complete and accurate financial records books, records, documents, accounts and accounts containing all information used by the Purchaser other evidence pertinent to determine the Contingent Consideration and performance under this Agreement including such evidence pertinent to performance of any information reasonably required to determine and verify whether Earn-Out Payments and/or Royalties are payable by the Purchaser and with respect to the information set out in Section 2.8.4(c) Service Provider (collectively the “Records”). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter (the “Oversight Term”). The Attorney General and its agents, including but not limited to any audit or accounting firm, and any other person or entity authorized to conduct an examination or review (“Oversight Personnel”), shall have access to the Records during normal business hours at Grantee’s office within the State of New York during the Oversight Term for the purposes of inspection, review, auditing and copying. The OAG shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the “Statute”) provided that: (1) Grantee shall timely inform the OAG, in writing, that all or part of the Records should not be disclosed; (2) the Records shall be maintained in accordance with IFRS. (c) The Purchaser shall cause the Corporation to maintain the Records for the longer of: (a) [**] from the end of the Earn-Out Periodsufficiently identified; and (b3) the OAG determines that designation of all or part of the Records as exempt under the Statute is reasonable and not otherwise inconsistent with law. Nothing contained herein shall diminish, or in any way adversely affect, the OAG or the State of New York’s right to discovery in any pending or future litigation. C. After receipt of the Foreclosure Prevention Grant, Grantee shall provide written reports to the OAG or its Oversight Personnel within thirty (30) days after the completion of every three (3) month period. Each report shall include in narrative format: (1) a description of the use of the Foreclosure Prevention Grant; (2) the status of the proposal funded by the Foreclosure Prevention Grant; (3) the activities and types of services provided through the use of the Foreclosure Prevention Grant; (4) how the Foreclosure Prevention Grant is being used to meet proposed objectives; (5) the number of years required persons served or benefited by the Foreclosure Prevention Grant; (6) a description of the steps Grantee has taken to ensure its compliance with the New York State Governmental Accountability, Audit and Internal Control Act of 1987; (7) any major accomplishments related to the Foreclosure Prevention Grant; (8) any significant obstacles to Grantee's meeting the proposed objectives and (9) any other specific information that the OAG or its designees deem reasonable in monitoring the Foreclosure Prevention Grant. Reports shall also include an attachment in spreadsheet format (file extension must be either .xls or .csv) that contains data points for each client served. Such data points shall include, but are not limited to, the information contained on Attachment A. The OAG may issue further guidance for the submission of data points and may, in consultation with the Grantee, modify the data points to be provided. D. Grantee shall provide a revised Cash Flow Plan to the OAG within thirty (30) days after every six months which project any unspent funds and collected interest accruals to date through the remainder or the grant term. Each six-month fiscal report shall be submitted with the following: 1) A summary of grant-related expenses by the appropriate “budget categories” (i.e., Personnel, Fringe Benefits, Travel, Equipment, Supplies, Consultants/Contracts, Other, Indirect Costs) consistent with the Grantee’s original project budget summary, as submitted and approved in semi-annual cash flow plans. The six-month financial report must show in chart form each prior period’s expenditures by budget category, indicate which months and days are included in each period, and display a summary column with year-to-date expenditure amounts versus the approved grant amounts. 2) Personnel/fringe charges verified with payroll records. Copies of payroll records from the date the Grantee is first claiming reimbursement from grant funds must identify the individual and position supported by the grant. Salaries that are compensated by grant funds; in whole or in part according to approved semi-annual cash flow plans (or approved substitutions by the OAG), must be consistent with personnel item titles that were requested for reimbursement in project budget summaries and semi-annual cash flow plans. No changes are permissible unless budget modifications were requested and approved in writing by the OAG prior to the date of the expenditure and not be for reimbursement of any expenses preceding the day the grant check was received. 3) Supporting invoices for all non-salary expenditures must be clearly presented. All expenses charged to the Foreclosure Prevention Grant and recorded on a six-month expenditure report must be substantiated with attached purchase orders, copies of paid receipts or invoices, cancelled checks or other acceptable payment documentation. Such documentation must be organized separately by budget categories, with a calculator tape attached listing the individual charges to each grant category and showing totals per six month intervals. 4) Bank statements, including the last one received by the Grantee, to cover all months and days included in the six-month expenditure report. If Grantee is unable to obtain an interest-bearing segregated account and obtains prior approval from the OAG for using appropriate alternative measures to monitor the funds, Grantee should submit automated monthly general ledger sheets clearly referencing Foreclosure Prevention Grant expenditures. All disbursements of the Foreclosure Prevention Grant should be made either directly from the Foreclosure Prevention Grant checking account to pay appropriate invoices as they become due; or where approved from a fund or general operation account, drawn down monthly or not later than quarterly as reimbursement. E. To ensure compliance with this Agreement and the RFA, the OAG or its designee shall have discretion to request additional reports or information at any time during the Oversight Term. F. Within ninety (90) days after Grantee has fully disbursed the Foreclosure Prevention Grant, Grantee shall provide a final report that describes all matters called for by the reports described in paragraph C of this Article, as well as an assessment of the effectiveness of the Foreclosure Prevention Grant, including but not limited to key performance indicators and the impact of the Foreclosure Prevention Grant on its intended population. The final report shall contain a financial report of expenses incurred during the entire grant period including a final bank statement and a Revised Final Cash Flow plan. The OAG or its designee may issue guidelines for the format and contents of the final report. G. Grantee shall fully cooperate with requests from the OAG or its designee regarding the Grantee’s use of the Foreclosure Prevention Grant. H. Any notices, reports, or other communications referred to or made pursuant to applicable Law. (d) Not limiting the generality of Section 2.8.4(a)this Agreement shall be sent to: Xxx Xxxxxxxxx, the Records will include details of: (i) the development, manufacture, commercialization and sale of ARTMS Products; and (ii) the price at which ARTMS Products are sold and permitted allowances when calculating Net Sales. (e) The Vendors’ Delegate may audit the Records at the Corporation’s premises (or at the premises Grants Administrator NYS Office of the Purchaser or its Affiliates if the Records are stored other than at the Corporation’s premises) throughout the Earn-Out PeriodAttorney General Budget & Fiscal Management Bureau Empire Xxxxx Xxxxx, and for any period thereafter until the final Royalty is paid in fullXxxxxx Xxxx. #0 Xxxxxx, up to [**], or more frequently if the Vendors’ Delegate has a reasonable basis to believe that a material error has occurred. The audit may be implemented either via internal financial experts selected by the Vendors’ Delegate or via an independent certified public accountant selected by the Vendors’ Delegate and which is reasonably acceptable to the Purchaser. The Vendors’ Delegate will provide advance written notice of at least [**] for any audit, and such audit will be conducted within ordinary business hours in a way to minimize business disruption. If required by the Purchaser, any independent certified public accountant third party auditor will be required to sign a confidentiality agreement reasonably acceptable to the Purchaser in advance of the audit protecting the confidential information of the Corporation, but such confidentiality shall not prevent such auditor from sharing its findings with the Vendors’ Delegate or the use of those findings in any dispute conducted pursuant to Section 7.11.3. The Purchaser will cause the Corporation to provide all reasonable assistance, within a reasonable time frame, to support the inspection or audit, including allowing the auditor to access Records (including facilitating electronic access where requested by the Vendors’ Delegate) and take copies of Records on a confidential basis. Subject to the foregoing, any non-public information provided or made available to such auditor by the Corporation as part of any such audit shall constitute confidential information of the Purchaser. (f) The Parties will each bear their own costs of the annual audit unless such audit identifies a material error in excess of the materiality threshold of [**] dollars ($[**]). The Purchaser will have an opportunity to review and respond to determine if the error can be validated, and if agreed upon or determined to have occurred pursuant to Section 7.11.3, then the Purchaser will cause the Corporation to remedy the error and the Purchaser will, or will cause the Corporation to, bear and reimburse the reasonable third-party substantiated audit costs. If the Parties are unable to agree to the error, then the matter will be subject to the dispute resolution process set out in Section 7.11.3.XX 00000

Records and Reporting. 5.1. Hadasit will procure that HMO and/or the Principal Investigator's team prepares and keeps complete and accurate records of the status and progress of the Additional Research carried out pursuant to each Work Order in notebooks, and in compliance with the applicable laws, rules and regulations, including, the relevant regulations of the OCS or any other funding entity (a) The Purchaser if applicable). Should any special records be required by the OCS or any other funding entity, the Company shall deliverprovide administrative support to Hadasit, at the Company’s own expense and the Company shall cover all of Hadasit’s out-of-pocket expenses. Additional Research documentation will be promptly and fully disclosed to the Company by Hadasit upon request and also shall be made available at Hadasit's site upon request for inspection, copying, review and audit during any inspections conducted pursuant to Section 6 of this Agreement. Hadasit agrees to promptly take any steps that are requested by the Company as a result of an audit to cure deficiencies in the research documentation as long as such steps are in accordance with ethical standards and that all out-of-pocket costs are covered by the Company. 5.2. Additional Research documentation shall be retained as reasonably required by the Company and/or as set forth in the respective Work Order. Hadasit and the Principal Investigator shall cooperate with the authorized representatives of the Company in connection with any reasonable concern, inquiry, instruction or demand raised or made by such representatives in connection with the performance of the Additional Research, provided that the Company shall reimburse Hadasit for all of its out-of-pocket expenses so incurred. 5.3. If a Work Order is active, Hadasit shall furnish the Company, on an annual a quarterly basis, on short written summary reports (up to 1-2 pages long or in the Earn-Out Payment Report Delivery Dateform of a PowerPoint presentation, a report in each quarter, in the agreed format attached hereto as Annex B (the “Quarterly Reports”) indicating the progress of the Additional Research, all critical results obtained (including, without limitation, whether there are any patentable Inventions) and the state of the advancement of the Additional Research in relation to the Work Order, no later than [**] 30 (thirty) days after December 31 in any the end of each calendar year to quarter during the Vendors’ Delegate on progress made towards achieving the Earn-Out Milestonesterm of this Agreement, in a form agreed to between the Parties prior to Closing, acting reasonably. (b) The Purchaser shall cause the Corporation to keep true and accurate financial records and accounts containing all information used by the Purchaser to determine the Contingent Consideration and any information reasonably required to determine and verify whether Earn-Out Payments and/or Royalties are payable by the Purchaser and with respect to the information set out in Section 2.8.4(c) (the “Records”). The Records shall be maintained in accordance with IFRS. (c) The Purchaser shall cause the Corporation to maintain the Records for the longer of: (a) [**] starting from the end of the Earn-Out Period; and (b) the number first quarter of years required pursuant to applicable Law2011. 5.4. Hadasit shall provide the Company with a final report within 90 (dninety) Not limiting days of the generality completion of Section 2.8.4(aeach Work Order or, if this Agreement is terminated in the course of any Work Order (except if there is an outstanding uncured material breach by the Company), the Records will include details of: within 90 (ininety) the development, manufacture, commercialization and sale of ARTMS Products; and (ii) the price at which ARTMS Products are sold and permitted allowances when calculating Net Sales. (e) The Vendors’ Delegate may audit the Records at the Corporation’s premises (or at the premises days of the Purchaser or its Affiliates if the Records termination of this Agreement. Such final reports will indicate all results obtained (including, without limitation, whether there are stored other than at the Corporation’s premisesany patentable Inventions) throughout the Earn-Out Periodand shall comprise, inter alia, experimental results, statistical evaluation, and for any period thereafter until other requirements as set forth in the final Royalty is paid in full, up respective Work Order. Hadasit shall also provide access to [**], or more frequently if the Vendors’ Delegate has a reasonable basis to believe that a material error has occurred. The audit may be implemented either via internal financial experts selected raw data as requested by the Vendors’ Delegate or via an independent certified public accountant selected by the Vendors’ Delegate and which is reasonably acceptable to the PurchaserCompany. The Vendors’ Delegate will provide advance written notice of at least [**] for Should any audit, and such audit will special reports be conducted within ordinary business hours in a way to minimize business disruption. If required by the PurchaserOCS or any other funding entity, any independent certified public accountant third party auditor will be required the Company shall provide administrative support to sign a confidentiality agreement reasonably acceptable to Hadasit, at the Purchaser in advance of the audit protecting the confidential information of the Corporation, but such confidentiality shall not prevent such auditor from sharing its findings with the Vendors’ Delegate or the use of those findings in any dispute conducted pursuant to Section 7.11.3. The Purchaser will cause the Corporation to provide all reasonable assistance, within a reasonable time frame, to support the inspection or audit, including allowing the auditor to access Records (including facilitating electronic access where requested by the Vendors’ Delegate) and take copies of Records on a confidential basis. Subject to the foregoing, any non-public information provided or made available to such auditor by the Corporation as part of any such audit shall constitute confidential information of the Purchaser. (f) The Parties will each bear their Company's own costs of the annual audit unless such audit identifies a material error in excess of the materiality threshold of [**] dollars ($[**]). The Purchaser will have an opportunity to review and respond to determine if the error can be validated, and if agreed upon or determined to have occurred pursuant to Section 7.11.3, then the Purchaser will cause the Corporation to remedy the error expense and the Purchaser will, or will cause the Corporation to, bear and reimburse the reasonable thirdCompany shall cover all of Hadasit’s out-party substantiated audit costs. If the Parties are unable to agree to the error, then the matter will be subject to the dispute resolution process set out in Section 7.11.3of-pocket expenses so incurred.