Common use of Records; Audit Rights Clause in Contracts

Records; Audit Rights. Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by EnantaRoyalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, audit the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder Royalty Payments and Sublicense Income Payments were correctly accounted for or determined; provided that . Enanta shall not have the right to inspect exercise such inspection or audit any Calendar Year more than right [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reportedXxxxxx, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the over-reported amount and (b) if interest payment as provided in Section 6.5.5. In the amount of Development Costs event that there was underreportedan overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment refund to Xxxxxx of the underreported excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx ELAN and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ELAN and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ELAN to inspect or audit, audit the relevant records of Xxxxxx ELAN and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx ELAN and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxELAN. The results of each inspection or audit, if any, shall be promptly (but in any event no later than [***] days) after the audit reported to both Parties in writing and shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx ELAN hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx ELAN shall promptly (but in any event no later than [*****] days after Xxxxxx’x ELAN’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx ELAN of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx ELAN shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit, audit the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than a particular Product in a [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx MERCK hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx MERCK shall promptly (but in any event no later than [*****] days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx MERCK of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx MERCK shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx With respect to each Research Program, Nimble shall keep and maintain for [*****] years complete and accurate records of Development all Research Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right it under such Research Program for a period of [***] after the termination of the Research Term for such Research Program. Rayze shall have the right during such [***] years after such Development Cost is reconciled in accordance with Section 5.2 period to inspect or audit, or to appoint, appoint at its expense, expense an independent nationally recognized certified public accountant firm reasonably acceptable to Xxxxxx Nimble and subject to inspect or audit, obligations of confidentiality to Nimble to audit the relevant records of Xxxxxx and its Affiliates Nimble to verify that the amount of such Development Research Costs was incurred have been correctly determined. Xxxxxx and its Affiliates Nimble shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or written notice from Rayze. Such audit right shall not be exercised by Rayze more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit once in any [***] period during each Research Term and [***] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthereafter. The independent certified public accountant will only disclose the results (any sums either over/under paid) of each inspection or audit, if any, shall be binding on both Partiessuch audit to Rayze and no other details. In the event there was an error in the amount of Development such Research Costs reported by Xxxxxx hereunder, (a) if the amount effect of Development Costs was over-reportedthe error resulted in an underpayment by Xxxxx to Nimble, Xxxxxx then Rayze shall promptly (but in any event no later than [*****] days after Xxxxxx’x promptly, on receipt of the independent accountant’s report so concluding) an invoice, make payment to Enanta Nimble of the over-reported underpayment amount and (b) if the amount effect of Development Costs was underreportedthe error resulted in an overpayment by Xxxxx to Nimble, Enanta then Nimble shall promptly (but in any event no later than [*****] days after Enanta’s on receipt of the independent accountant’s report so concluding) an invoice make payment to Xxxxxx Xxxxx of the underreported overpayment amount. Enanta Rayze shall bear the full cost of such audit unless such audit discloses an over-reporting overpayment by Xxxxxx Xxxxx to Nimble of more than at least [***] percent ([**] *]%) of the aggregate amount of Development the Research Costs reportable in any Calendar YearYear subject to such audit, in which case Xxxxxx shall reimburse Enanta Rayze for all the costs incurred by Enanta in connection with of such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit, audit the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than a particular Product in a [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx MERCK hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx MERCK shall promptly (but in any event no later than [*****] days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx MERCK of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx MERCK shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Lilly and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the end of the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by, as applicable, Lilly and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta Sigilon shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 during the applicable Retention Period to inspect or audit, or to appoint, appoint at its expense, an expense a nationally recognized independent certified public accountant reasonably acceptable to Xxxxxx Lilly to inspect or audit, audit the relevant records of Xxxxxx Lilly and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx Lilly and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] days’ written notice from Sigilon. Such audit right shall not be exercised by Sigilon more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxLilly. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx Lilly hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx Lilly shall promptly (but in any event no later than [*****] days after Xxxxxx’x Lilly’s receipt of the independent accountant’s report so concluding) make payment to Enanta Sigilon of any shortfall. Sigilon shall bear the full cost of such audit unless such audit discloses an underreporting by Lilly of [***] percent ([***]%) and at least $[***] of the over-reported amount and (b) if the aggregate amount of Development Costs royalties payable in any Calendar Year, in which case Lilly shall reimburse Sigilon for all reasonable costs incurred by Sigilon in connection with such audit. In the event there was underreportedan overpayment by Lilly hereunder, Enanta Sigilon shall promptly (but in any event no later than [*****] days after EnantaSigilon’s receipt of the independent accountant’s report so concluding) make payment repayment to Xxxxxx Lilly of the underreported amount. Enanta shall bear the full cost of any such audit unless such audit discloses an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditoverage.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [*****] years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Development Candidates/Co-Developed Products in sufficient detail to allow confirmation of same by Enantathe JDC and the other Party. Enanta Each Party shall have the right for a period of [*****] years after such Co-Development Cost is reconciled in accordance with Section 5.2 4.10.6 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit, audit the relevant records of Xxxxxx the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year and no period may be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by Xxxxxx the Audited Party hereunder, (ai) if the amount of Co-Development Costs was over-over reported, Xxxxxx the Audited Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of such amount as to ensure the overappropriate sharing of such Co-reported amount Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage and (bii) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [*****] days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx the Audited Party of such amount as to ensure the underreported amountappropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx TAKEDA and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by TAKEDA and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx TAKEDA to inspect or audit, audit the relevant records of Xxxxxx TAKEDA and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx TAKEDA and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit once in any [*****] month periodFiscal Year. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxTAKEDA. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx TAKEDA hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx TAKEDA shall promptly (but in any event no later than [*****] days after Xxxxxx’x TAKEDA’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx TAKEDA of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Fiscal Year, in which case Xxxxxx TAKEDA shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, complete and accurate records of Shared Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JSC and the other Party. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after such Shared Development Cost is reconciled in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit, audit the relevant records of Xxxxxx the Cost Audited Party and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx The Cost Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the Cost Auditing Party. Such audit right shall not have be exercised by the right to inspect or audit Cost Auditing Party more than once in any Calendar Year and the records of Shared Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Shared Development Costs reported by Xxxxxx the Cost Audited Party hereunder, (a) if the amount of Shared Development Costs was over-over reported, Xxxxxx the Cost Audited Party shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of the overCost Audited Party’s Cost-Sharing Percentage of over reported amount and (b) if the amount of Shared Development Costs was underreported, Enanta the Cost Auditing Party shall promptly (but in any event no later than [* (*****] ) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx the Cost Audited Party of the Cost Audited Party’s Cost-Sharing Percentage of underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx the Cost Audited Party of more than [* percent (*****] %) of the aggregate amount of Shared Development Costs reportable in any Calendar Year, in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by EnantaRoyalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. accountant reasonably acceptable to Xxxxxx to inspect or audit, audit the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder Royalty Payments and Sublicense Income Payments were correctly accounted for or determined; provided that . Enanta shall not have the right to inspect exercise such inspection or audit any Calendar Year more than right [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reportedXxxxxx, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the over-reported amount and (b) if interest payment as provided in Section 6.5.5. In the amount of Development Costs event that there was underreportedan overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment refund to Xxxxxx of the underreported excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx DS and its Affiliates and Sublicensees shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by DS and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARQULE shall have the right for a period of [* (*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit) years, or such other period of time as required by Applicable Laws if longer than * (*) years, after receiving any such payment to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx DS to inspect or audit, audit the relevant records of Xxxxxx DS and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx DS and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARQULE. Such audit right shall not have the right to inspect or audit be exercised by ARQULE more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxDS. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx DS hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx DS shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x DS’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARQULE of any shortfall. Should the over-reported amount and (b) if audit lead to the discovery of a discrepancy to DS’s detriment, then DS may credit the amount of Development Costs was underreported, Enanta shall promptly (but in the discrepancy without interest against any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment future payments due to Xxxxxx of the underreported amountARQULE under Section 4.3.1. Enanta ARQULE shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx DS of more than [* percent (*****] %) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx DS shall reimburse Enanta ARQULE for all costs incurred by Enanta ARQULE in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Affini-T and its Affiliates and Sublicensees involved in booking sales of the Licensed Product shall keep and maintain for [*****] years from the end of the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by, as applicable, Affini-Developed Products T and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta Metagenomi shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 during the applicable Retention Period to inspect or audit, or to appoint, appoint at its expense, an expense a nationally recognized independent certified public accountant reasonably acceptable to Xxxxxx Affini-T to inspect or audit, audit the relevant records of Xxxxxx Affini-T and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx Affini-T and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] ]written notice from Metagenomi. Such audit right shall not be exercised by Metagenomi more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] a particular Licensed Product in a particular period and such audit in any [*****] month periodshall not unreasonably interfere with or impede Affini-T’s or its Affiliate’s or sublicensee’s business operations. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. Affini-T. The results of each inspection or audit, if any, shall be provided to and are binding on both PartiesParties absent manifest error; provided, that, Affini-T shall be provided an opportunity to discuss the findings of any such audit with the auditor prior to disclosure of the results thereof to Metagenomi. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx Xxxxxx-T hereunder, (a) if the amount of Development Costs was overAffini-reported, Xxxxxx T shall promptly (but in any event no later than [*****] days after Xxxxxx’x Affini-T’s receipt of the independent accountant’s report so concluding) make payment to Enanta Metagenomi of any shortfall. Metagenomi shall bear the full cost of such audit unless such audit discloses an underreporting by Affini-T of [***] or at least [***] of the over-reported amount and (b) if the aggregate amount of Development Costs royalties payable in any Calendar Year, in which case Affini-T shall reimburse Metagenomi for [***]. In the event there was underreportedan overpayment by Affini-T hereunder, Enanta Affini-T may, at its discretion, credit such overpayment in the next royalty payment or request Metagenomi to and Metagenomi shall promptly (but in any event no later than [*****] days after EnantaMetagenomi’s receipt of the independent accountant’s report so concluding) make payment repayment to Xxxxxx Affini-T of the underreported amount. Enanta shall bear the full cost of any such audit unless such audit discloses an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditoverage.

Records; Audit Rights. Xxxxxx DS and its Affiliates and Sublicensees shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by DS and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARQULE shall have the right for a period of [* (*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit) years, or such other period of time as required by Applicable Laws if longer than * (*) years, after receiving any such payment to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx DS to inspect or audit, audit the relevant records of Xxxxxx DS and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx DS and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARQULE. Such audit right shall not have the right to inspect or audit be exercised by ARQULE more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxDS. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx DS hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx DS shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x DS’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARQULE of any shortfall. Should the over-reported amount and (b) if audit lead to the discovery of a discrepancy to DS’s detriment, then DS may credit the amount of Development Costs was underreported, Enanta shall promptly (but in the discrepancy without interest against any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment future payments due to Xxxxxx of the underreported amountARQULE under Section 4.3.1. Enanta ARQULE shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx DS of more than [* percent (*****] %) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx DS shall reimburse Enanta ARQULE for all costs incurred by Enanta ARQULE in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for For a period of [***] ([**] *]) years after following receipt by Biotest of any accounting described in this Section 5.1.5, ImmunoGen shall keep complete and accurate records pertaining to the Pivotal MAY Compound Process Development Costs and the Pivotal MAY Compound Process Development Percentage in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. At each meeting of the JDC the Parties shall update the JDC as to such Pivotal MAY Compound Process Development Cost is reconciled Costs incurred through the date of such JDC meeting. ImmunoGen shall Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. keep complete and accurate records of associated Pivotal MAY Compound Process Development Costs in accordance with Section 5.2 sufficient detail to inspect or audit, or allow the accuracy of the payments hereunder to appoint, be confirmed. Biotest shall have the right to appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ImmunoGen to inspect or audit, audit the relevant records of Xxxxxx ImmunoGen and its Affiliates to verify that the amount of such Pivotal MAY Compound Process Development Costs was correctly determined. Xxxxxx ImmunoGen and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaBiotest, solely to verify that Pivotal MAY Compound Process Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have the right to inspect or audit be exercised by Biotest more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxImmunoGen. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Pivotal MAY Compound Process Development Costs reported by Xxxxxx ImmunoGen hereunder, (a) if the amount of Pivotal MAY Compound Process Development Costs was over-reported, Xxxxxx ImmunoGen shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the ImmunoGen's receipt of the independent accountant’s 's report so concluding) make payment to Enanta Biotest of the over-reported amount owed to Biotest, and (b) if the amount of Pivotal MAY Compound Process Development Costs was underreported, Enanta Biotest shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s Biotest's receipt of the independent accountant’s 's report so concluding) make payment to Xxxxxx ImmunoGen of the underreported amountamount owed to ImmunoGen. Enanta Biotest shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of Pivotal MAY Compound Process Development Costs reportable in any Calendar Year, in which case Xxxxxx ImmunoGen shall reimburse Enanta Biotest for all costs incurred by Enanta Biotest in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [***] ([**] *]) years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JFC. Enanta Each Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. shall have the right for a period of [***] ([**] *]) years after such Development Cost is reconciled in accordance with Section 5.2 5.2.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit, audit the relevant records of Xxxxxx the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by Xxxxxx the Audited Party hereunder, (a) if the amount of Co-Development Costs was over-reported, Xxxxxx the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of a percentage of the over-reported amount consistent with the equal sharing of Development Costs and (b) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) make payment to Xxxxxx the Audited Party of a percentage of the underreported amountamount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx ARQULE shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, complete and accurate records of Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JEC and DS. Enanta DS shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after such Development Cost Costs is reconciled in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ARQULE to inspect or audit, audit the relevant records of Xxxxxx ARQULE and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx ARQULE and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the DS. Such audit right shall not have the right to inspect or audit be exercised by DS more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxARQULE. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported by Xxxxxx ARQULE hereunder, (a) if the amount of Development Costs was over-over reported, Xxxxxx ARQULE shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x ARQULE’s receipt of the independent accountant’s report so concluding) make payment to Enanta DS of the over-reported portion of the Development Costs that were reimbursed by DS to ARQULE that were in excess of the actual amount of Development Costs incurred by ARQULE and (b) if the amount of Development Costs was underreported, Enanta DS shall promptly (but in any event no later than [* (*****] ) days after Enantathe DS’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx ARQULE of the underreported amountadditional portion of the Development Costs that were not previously paid by DS to ARQULE. Enanta DS shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx ARQULE of more than [* percent (*****] %) of the aggregate amount of the Development Costs reportable in any Calendar Year, in which case Xxxxxx ARQULE shall reimburse Enanta DS for all costs incurred by Enanta DS in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [***] ([**] *]) years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JFC. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after such Development Cost is reconciled in accordance with Section 5.2 5.2.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit, audit the relevant records of Xxxxxx the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit any Calendar Year Auditing Party more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit once in any [*****] month periodPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by Xxxxxx the Audited Party hereunder, (a) if the amount of Co-Development Costs was over-reported, Xxxxxx the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of a percentage of the over-reported amount consistent with the equal sharing of Development Costs and (b) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) make payment to Xxxxxx the Audited Party of a percentage of the underreported amountamount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx AMBION and its Affiliates and Sublicensees shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products their respective gross sales and Net Sales by AMBION and its Affiliates and Sublicensees in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ROSETTA shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx AMBION to inspect or audit, the audit he relevant records of Xxxxxx AMBION and its Affiliates and Sublicensees solely to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx and AMBION, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaROSETTA, solely to verify that Development Costs royalty payments hereunder were correctly announced for or determined; provided that Enanta . Such inspection or audit right shall not have the right to inspect or audit be exercised by ROSETTA more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year a particular Collaboration product or to conduct more than [*****] such audit Collaboration Service in any [*****] month a particular period, whichever is less frequent. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxAMBION and, at AMBION’s request, the accountant shall enter into a confidentiality agreement with both Parties substantially similar to Section 4.1 limiting the disclosure and use of such information. The results result of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx AMBION hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx AMBION shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after EnantaAMBION’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx ROSETTA of any shortfall. In the event that there was an overpayment by AMBION’s hereunder, ROSETTA shall promptly (but in any event no later than thirty (30) days after ROSETTA’s receipt of the underreported independent accountant’s report so concluding) refund to AMBION the excess amount. Enanta ROSETTA shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx AMBION of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx AMBION shall reimburse Enanta ROSETTA for all costs incurred by Enanta ROSETTA in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx Biotest and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products their respective Commercialization Expenses, as well as all gross sales and Net Sales by Biotest and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation royalties to be determined accurately and ImmunoGen and its Affiliates and Sublicensees shall keep and maintain for [***] ([***]) years from the date of same by Enantaeach payment of Net Income Payments complete and accurate records of its Commercialization Expenses, as well as all gross sales and Net Sales of each Co-Developed Product in sufficient detail to allow Net Income Payments to be determined accurately. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit, audit the relevant records of Xxxxxx and such Party, its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx and The Audited Party, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Development Costs Commercialization Expenses, royalty and Net Income payments hereunder were correctly accounted for or determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in underpayment by the amount of Development Costs reported by Xxxxxx Audited Party hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of any shortfall. In the over-reported amount and (b) if event that there was an overpayment by the amount of Development Costs was underreportedAudited Party hereunder, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) make payment refund to Xxxxxx of the underreported Audited Party the excess amount. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties or Net Income Payments payable, or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Commercialization Expenses allocable, in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx CARDIOME shall keep and maintain for [*****] two years complete and accurate records of Development Costs incurred by it in accordance with respect to Co-Developed Products a Global Development Plan in sufficient detail to allow confirmation of same by Enantathe JSC and MERCK, including confirmation of the proper allocation of FTEs to Development of Products. Enanta MERCK shall have the right for a period of [*****] two (2) years after such Development Cost is reconciled receipt of the report referred to in accordance with Section 5.2 2.8.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx CARDIOME to inspect or audit, audit the relevant records of Xxxxxx CARDIOME and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx CARDIOME and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days' written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta MERCK. Such audit right shall not have the right to inspect or audit be exercised by MERCK more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxCARDIOME. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx CARDIOME hereunder, (a) if the amount of Development Costs was over-reportedoverpaid, Xxxxxx CARDIOME shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x CARDIOME’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of the over-reported overpaid amount and (b) if the amount of Development Costs was underreportedunderpaid, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx CARDIOME of the underreported underpaid amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx CARDIOME of more than [*****Redacted - amount] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx CARDIOME shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Purchaser and its Affiliates and licensees shall keep and maintain for [*****] years from the date of each payment of Net Sales payments hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products Gross Sales and Net Sales by Purchaser and its Affiliates and licensees in sufficient detail to allow confirmation of same by EnantaNet Sales payments to be determined accurately. Enanta Seller shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx Purchaser to inspect or audit, audit the relevant records of Xxxxxx Purchaser and its Affiliates and licensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx Purchaser and its Affiliates and licensees shall each make its their records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Seller. Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by Seller more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both PartiesPurchaser. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx Purchaser hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx Purchaser shall promptly (but in any event no later than [*****] days after Xxxxxx’x Purchaser’s receipt of the independent accountant’s report so concluding) make payment to Enanta Seller of any undisputed shortfall. In the over-reported amount and (b) if the amount of Development Costs event there was underreportedan overpayment by Purchaser hereunder, Enanta shall promptly (but in Purchaser may credit such overpayment to any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountfuture payments due under this Agreement. Enanta Seller shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx Purchaser of more than [*****] or more of the aggregate amount of Development Costs reportable royalty payments payable in any Calendar Year, in which case Xxxxxx Purchaser shall reimburse Enanta Seller for all reasonable costs incurred by Enanta Seller in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sale and Net Sales by MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARIAD shall have the right for a period of [***] ([**] *]) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit, the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARIAD. Such audit right shall not have the right to inspect or audit be exercised by ARIAD more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx MERCK hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARIAD of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar YearYear or $[***], in which case Xxxxxx MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sale and Net Sales by MERCK and its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARIAD shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit, the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARIAD. Such audit right shall not have the right to inspect or audit be exercised by ARIAD more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx MERCK hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the ARIAD of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar YearYear or $[***], in which case Xxxxxx MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records; Audit Rights. Xxxxxx ARIAD shall keep and maintain for [*****] years complete and accurate records of Development Costs and Commercialization Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by EnantaMERCK, including without limitation confirmation of the proper allocation of FTEs to Development of Products. Enanta MERCK shall have the right for a period of [*****] years after such Development Cost or Commercialization Cost is reconciled reported in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ARIAD to inspect or audit, audit the relevant records of Xxxxxx ARIAD and its Affiliates to verify that the amount of such Development Costs was and Commercialization Costs were correctly determined. Xxxxxx ARIAD and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta MERCK. Such audit right shall not have the right to inspect or audit be exercised by MERCK more than once in any Calendar Year and the records of Development Costs and Commercialization Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxARIAD. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs and Commercialization Costs reported by Xxxxxx ARIAD hereunder, (a) if the amount of Development Costs and Commercialization Costs was over-over reported, Xxxxxx ARIAD shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ARIAD’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of the over-over reported amount and (b) if the amount of Development Costs and Commercialization Costs was underreported, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx ARIAD of the underreported amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx ARIAD of more than the greater of [*****] ]% of the aggregate amount of Development Costs and Commercialization Costs reportable in any Calendar YearYear or $[***], in which case Xxxxxx ARIAD shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx GSK, its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by GSK, its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same royalties to be determined accurately by Enantaan independent certified public accountant. Enanta SYNTA shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx GSK to inspect or audit, audit the relevant records of Xxxxxx GSK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx and GSK, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily keptkept (for clarity these records may be kept at local business sites and not centrally in one location), upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] days written notice from SYNTA. Such audit right shall not be exercised by SYNTA more than once in any Calendar Year or more than [*****] years after with respect to sales of a particular Royalty-Bearing Product in a twelve (12) month period. The independent certified public accountant will only disclose the end results (any sums either over/under paid) of such Calendar Year or audit to conduct more than [*****] such audit in any [*****] month periodSYNTA and no other details. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both PartiesGSK. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx GSK or overpayment to SYNTA hereunder, (a) if then the amount of Development Costs was over-reported, Xxxxxx relevant Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x GSK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the other Party of the over-reported any amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountdue. Enanta SYNTA shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx GSK of more than at least [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx GSK shall reimburse Enanta SYNTA for all costs incurred by Enanta SYNTA in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [*****] years complete and accurate records of all Development Costs incurred with respect to Co-Developed in the Development of Products in sufficient detail to allow confirmation of same by Enantaan independent certified public accountant. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 Costs are incurred, to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit, audit the relevant records of Xxxxxx and the Cost Audited Party or its Affiliates to verify that the amount of such Development Costs was incurred have been correctly determined. Xxxxxx and The Cost Audited Party or its Affiliates shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the Cost Auditing Party. Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by a Cost Auditing Party more than [*****] or in any Calendar Year and no twelve (12) month period may be audited more than [*****] years after ]. The independent certified public accountant will only disclose the end results (any sums either over/under paid) of such Calendar Year or audit to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Partiesthe Cost Auditing Party and no other details. In the event there was an error in the amount of such Development Costs reported by Xxxxxx the Cost Audited Party hereunder, (a) if the amount effect of Development Costs was over-reportedthe error resulted in an underpayment, Xxxxxx the Cost Audited Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x promptly, on receipt of the independent accountant’s report so concluding) an invoice, make payment to Enanta the Cost Auditing Party of the over-reported underpayment amount and (b) if the amount effect of Development Costs was underreportedthe error resulted in an overpayment, Enanta the Cost Auditing Party shall promptly (but in any event no later than [*****] days after Enanta’s on receipt of the independent accountant’s report so concluding) an invoice make payment to Xxxxxx the Cost Audited Party of the underreported overpayment amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting error by Xxxxxx the Cost Audited Party of more than at least [***] percent ([**] *]%) of the aggregate amount of the Development Costs reportable in any Calendar YearYear subject to such audit, in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx ILDONG and its Affiliates, Sublicensees and Distributors shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ILDONG and its Affiliates, Sublicensees and Distributors of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be accurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ILDONG to inspect or audit, audit the relevant records of Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Distributors to verify that the amount of each such Development Costs payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta SUBLICENSOR. Such audit right shall not have the right to inspect or audit be exercised by SUBLICENSOR more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount underpayment of Development Costs reported royalties by Xxxxxx ILDONG hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an over-reporting underpayment by Xxxxxx ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Promoted Products in sufficient detail to allow confirmation of same by Enantathe JSC and the other Party, including without limitation confirmation of the proper allocation of FTEs to Development of Products. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 3.12.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit, audit the relevant records of Xxxxxx the Cost Audited Party and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx The Cost Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the Cost Auditing Party. Such audit right shall not have be exercised by the right to inspect or audit Cost Auditing Party more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx the Cost Audited Party hereunder, (a) if the amount of Development Costs was over-over reported, Xxxxxx the Cost Audited Party shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of the over-over reported amount and (b) if the amount of Development Costs was underreported, Enanta the Cost Auditing Party shall promptly (but in any event no later than [*****] thirty (30) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx the Cost Audited Party of the underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx the Cost Audited Party of more than the greater of [*****] ]% of the aggregate amount of Development Costs reportable in any Calendar YearYear or $[***], in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records; Audit Rights. Xxxxxx ILDONG and its Affiliates, Sublicensees and Distributors shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ILDONG and its Affiliates, Sublicensees and Distributors of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be accurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ILDONG to inspect or audit, audit the relevant records of Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Distributors to verify that the amount of each such Development Costs payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta SUBLICENSOR. Such audit right shall not have the right to inspect or audit be exercised by SUBLICENSOR more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount underpayment of Development Costs reported royalties by Xxxxxx ILDONG hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an over-reporting underpayment by Xxxxxx ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit. * Confidential material redacted and filed separately with the Commission.

Records; Audit Rights. Xxxxxx Each Party shall keep and maintain for [*****] three (3) years complete and accurate records of Development Costs and Commercialization Costs incurred with respect to Co-Developed Products the Product, and, in ELAN’s case, Operating Income (Loss), Sublicense Income, and Net Sales or Opt Out Net Sales of the Product in sufficient detail to enable tracking of such Development Costs, Commercialization Costs, Operating Income (Loss), Net Sales or Opt Out Net Sales and Sublicense Income and to allow confirmation of same by Enantathe other Party. Enanta Each Party shall have the right for a period of [*****] years three (3) Calendar Years after such Development Cost is reconciled in accordance with Section 5.2 Costs and Commercialization Costs, Sublicense Income, Net Sales, Opt Out Net Sales or Operating Income (Loss) are incurred to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit, audit the relevant records of Xxxxxx the other Party and its Affiliates to verify that the amount amounts of such Development Costs was and Commercialization Costs, Operating Income (Loss), Sublicense Income, Opt Out Net Sales or Net Sales were correctly determined. Xxxxxx The audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enantathe auditing Party, solely to verify that such Development Costs hereunder and Commercialization Costs, Operating Income (Loss), Sublicense Income, Net Sales, or Opt Out Net Sales were correctly determined; provided that Enanta . Such audit right shall not have be exercised by the right to inspect or audit auditing Party more than once in any Calendar Year and no period may be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe audited Party. The results of each inspection or audit, if any, shall be reported in writing to both Parties promptly (but in no event later than thirty (30) days) after the audit and shall be binding on both Parties. In the event there was an error in the amount of Development Costs Costs, Commercialization Costs, or Operating Income (Loss) reported by Xxxxxx the audited Party hereunder, (a) if the amount of Development Costs such costs or payments was over-over reported, Xxxxxx the audited Party shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x the audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the auditing Party of the over-reported amount required to achieve the appropriate sharing of such costs and (b) if the amount of Development Costs CONFIDENTIAL such costs, or income or loss was underreportedunder reported, Enanta the auditing Party shall promptly (but in any event no later than [*****] thirty (30) days after Enantathe auditing Party’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx the audited Party of the underreported amountamount required to achieve the appropriate sharing of such costs or income or loss. Enanta The auditing Party shall bear the full cost of such audit unless such audit discloses an overunder-reporting payment by Xxxxxx the audited Party of more than [*****] seven and one half percent (7.5%) of the aggregate relevant amount of Development Costs reportable and Commercialization Costs, Operating Income (Loss), or royalties in any Calendar Year, in which case Xxxxxx the audited Party shall reimburse Enanta the auditing Party for all costs incurred by Enanta the auditing Party in connection with such inspection or audit. If the discrepancy is an under-payment of royalties to WARATAH, the amount of such underpayment shall be paid to WARATAH within ten (10) business days of receiving a copy of the audit report. If the discrepancy is an over-payment of royalties to WARATAH, the amount of such over-payment of royalties shall be paid to ELAN within ten (10) business days of receiving a copy of the audit report.

Records; Audit Rights. Xxxxxx Tyligand and its Affiliates shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by Tyligand and its Related Parties of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be accurately determined. Enanta Context shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, at its expense, appoint an independent certified public accountant reasonably acceptable to Xxxxxx Tyligand to inspect or audit, audit the relevant records of Xxxxxx Tyligand and its Affiliates to verify that the amount of each such Development Costs payment was correctly determined; provided, that, (i) if requested by Tyligand, Context shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to Tyligand and (ii) such independent certified public accountant may only disclose to Context whether the royalties are correct and the details with respect to any discrepancies. Xxxxxx Tyligand and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] days written notice from Context. Such audit right shall not be exercised by Context more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month perioda period previously audited by Context. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxTyligand. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount underpayment of Development Costs reported royalties by Xxxxxx Tyligand hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx Tyligand shall promptly (but in any event no later than [*****] days after Xxxxxx’x Tyligand’s receipt of the independent accountant’s report so concluding) make payment to Enanta Context of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta Context shall bear the full cost of such audit unless such audit discloses an over-reporting underpayment by Xxxxxx Tyligand of more than [*****] or more of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx Tyligand shall reimburse Enanta Context for all the reasonable costs incurred by Enanta of the certified public accountant who conducted the audit in connection with such inspection audit. In the event such accounting determines that Tyligand paid Context more than the amount properly due in respect of any Calendar Quarter, then any excess payments made by Tyligand will be credited against future amounts due to Context from Tyligand, or auditif no such future amounts are reasonably expected to be due to Context from Tyligand, then Context will reimburse Tyligand for any overpayment by Tyligand.

Records; Audit Rights. Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses - 30 - Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 36/136 an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for For a period of [***] ([**] *]) years after following receipt by Biotest of any accounting described in this Section 5.1.5, ImmunoGen shall keep complete and accurate records pertaining to the Pivotal MAY Compound Process Development Costs and the Pivotal MAY Compound Process Development Percentage in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. At each meeting of the JDC the Parties shall update the JDC as to such Pivotal MAY Compound Process Development Cost is reconciled Costs incurred through the date of such JDC meeting. ImmunoGen shall keep complete and accurate records of associated Pivotal MAY Compound Process Development Costs in accordance with Section 5.2 sufficient detail to inspect or audit, or allow the accuracy of the payments hereunder to appoint, be confirmed. Biotest shall have the right to appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx ImmunoGen to inspect or audit, audit the relevant records of Xxxxxx ImmunoGen and its Affiliates to verify that the amount of such Pivotal MAY Compound Process Development Costs was correctly determined. Xxxxxx ImmunoGen and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. or places where such records are customarily kept, upon reasonable notice from EnantaBiotest, solely to verify that Pivotal MAY Compound Process Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have the right to inspect or audit be exercised by Biotest more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxImmunoGen. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Pivotal MAY Compound Process Development Costs reported by Xxxxxx ImmunoGen hereunder, (a) if the amount of Pivotal MAY Compound Process Development Costs was over-reported, Xxxxxx ImmunoGen shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the ImmunoGen's receipt of the independent accountant’s 's report so concluding) make payment to Enanta Biotest of the over-reported amount owed to Biotest, and (b) if the amount of Pivotal MAY Compound Process Development Costs was underreported, Enanta Biotest shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s Biotest's receipt of the independent accountant’s 's report so concluding) make payment to Xxxxxx ImmunoGen of the underreported amountamount owed to ImmunoGen. Enanta Biotest shall bear the full cost of such audit unless such audit discloses an over-over reporting by Xxxxxx ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of Pivotal MAY Compound Process Development Costs reportable in any Calendar Year, in which case Xxxxxx ImmunoGen shall reimburse Enanta Biotest for all costs incurred by Enanta Biotest in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx “[***]” shall, and shall cause its Affiliates and permitted Sublicensees to, keep and maintain for [*****] three (3) years from the date of each payment under Section 4.5.1(a) (Royalty Rate) complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales of each Collaboration Product by “[***]”, its Affiliates and its permitted Sublicensees, in sufficient detail to allow confirmation of same by Enantathe payments owing under Section 4.5.1(a) (Royalty Rate) to be determined accurately. Enanta Intec Pharma shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or payment to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx “[***]”, to inspect or audit, audit the relevant records of Xxxxxx “[***]”, its Affiliates and its Affiliates permitted Sublicensees in order to verify that the amount of such Development Costs payment was correctly determined. Xxxxxx “[***]”, its Affiliates and its Affiliates permitted Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Intec Pharma. Such audit right shall not have the right to inspect or audit be exercised by Intec Pharma more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx“[***]”. The results of each inspection or audit, if any, shall be binding on both Parties. In the event If such independent certified public accountant correctly concludes that there was an error in the amount of Development Costs reported underpayment by Xxxxxx “[***]” hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx “[***]” shall promptly (but in any event no later than [*****] forty-five (45) days after Xxxxxx’x Intec Pharma’s receipt of the independent accountant’s report so concluding) make payment to Enanta Intec Pharma of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta Intec Pharma shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx of more than “[*****] ]” or its Affiliates or permitted Sublicensees of five percent (5%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx “[***]” shall reimburse Enanta Intec Pharma for all costs incurred by Enanta Intec Pharma in connection with such inspection or audit. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Records; Audit Rights. Xxxxxx Licensee shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta Licensor shall have the right for a period of [*****] years after from the date any such Development Cost payment of royalties is reconciled in accordance with Section 5.2 made to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx Licensee to inspect or audit, audit the relevant records of Xxxxxx and its Affiliates Licensee to verify that the amount of such Development Costs payment was correctly determined, provided that such independent certified public accountant enters into a non-disclosure agreement with Licensee. Xxxxxx and its Affiliates Licensee shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] calendar days’ written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Licensor. Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by Licensor more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxLicensee. The results of each inspection or auditIn the event that there was overpayment by Licensee hereunder, if any, shall such overpayment will be binding on both Partiescredited to Licensee’s next royalty payment due under Section 3.3. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx Licensee hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx Licensee shall promptly (but in any event no later than [*****] calendar days after Xxxxxx’x Licensee’s receipt of the independent accountant’s report so concluding) make payment to Enanta Licensor of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amountshortfall. Enanta Licensor shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx Licensee of more than [*****] of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case Xxxxxx Licensee shall reimburse Enanta Licensor for all costs incurred by Enanta Licensor in connection with such inspection or audit.