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 shall Client will keep and maintain for [*****] years complete and accurate books and records relating to all amounts payable to Catalent hereunder, sales of Development Costs incurred with respect Products, its calculation of royalties and Net Sales (including all relevant deductions) and is achievement of the milestone events referred to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right Section 4.1(D) for a period of at least [*****] 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 expiration of such Calendar Year the year to which they relate, in each case, in sufficient detail to enable the calculation and verification of all payments payable to Catalent hereunder (“Records”). Upon the written request and not more than once per calendar year, Catalent shall be entitled to audit, or to conduct have an independent accountant audit, such books and records. Client shall provide Catalent or such auditors, as applicable, with access during normal business hours to appropriate space at Client’s relevant location and to such of the pertinent Records of Client as may be reasonably necessary to verify the matters in question. Such access shall include the right of Catalent or the independent accounting firm to interview Catalent’s personnel as Catalent or such independent accounting firm determines appropriate. Each such examination shall be limited to pertinent Records for any year ending not more than [***** * *] years prior to the date of such request. Before permitting such independent accounting firm to have access to such Records and personnel, Client may require such independent accounting firm and its personnel involved in such audit, to sign to sign a confidentiality agreement reasonably acceptable to Catalent to prohibit the independent accounting firm from disclosing Client’s financial and proprietary information except as contemplated by this Agreement. Prior to disclosing the results of any such audit in any to Catalent, the auditors shall present Client with a preliminary report of findings and provide Client with up to [***** * *] month perioddays to respond to any questions raised or issues identified (the “Review Period”). All records Following the Review Period, the auditors will prepare and provide to Client and Catalent a written report stating whether the payments made available to Catalent for inspection the audit period are correct or incorrect and the details of any discrepancies. If an audit discloses an underpayment by Client of any amounts paid pursuant to any provision of this Agreement, such amounts shall be deemed paid 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 Catalent within [***** * *] days after Xxxxxx’x receipt the date Client receives the auditors’ final written report. Any fees and expenses of the independent accountant’s report so concluding) make payment to Enanta of audit shall be paid by Catalent unless 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 understatement by Xxxxxx Client of more than [* * *****] ]% of the aggregate amount of Development Costs reportable in any Calendar Yearamounts payable to Catalent pursuant to this Agreement during such audit period, in which case Xxxxxx Client shall reimburse Enanta bear the responsibility for all costs incurred by Enanta in connection with any such inspection or auditreasonable fees and expenses.

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 shall (a) Seller will, and will cause its Affiliates, licensees and sublicensees to 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 maintain, for a period of [***] ([***]) Calendar Years from the end of an applicable Calendar Year, accounts and records of all data reasonably required (i) to verify Product Payments, Royalty Reports and the Purchased Royalty payable to Purchaser hereunder, and (ii) to verify the use of the Purchase Price proceeds by Seller. (b) During the Term and for [***] years after such Development Cost is reconciled in accordance with Section 5.2 ([***]) Calendar Years thereafter, during normal business hours and upon at least [***] ([***]) days’ prior written notice to inspect or auditSeller, or Purchaser shall have the right to appointaudit on a Calendar Year basis, at its expense, through an independent certified public accountant selected by Purchaser that is reasonably acceptable to Xxxxxx Seller (which acceptance will not be unreasonably withheld, conditioned or delayed), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to inspect or verify the accuracy of the Royalty Reports and the amounts paid by Seller to Purchaser under this Agreement (provided, however, that, prior to conducting any such audit, the relevant such accountant will have entered into a confidentiality agreement in form and substance reasonably satisfactory to Seller). The records of Xxxxxx and its Affiliates with respect 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 a particular Calendar Year may not be audited more than [*****] once or more than [***] ([***]) Calendar Years after the Calendar Year to which such records relate. The selected accountant will keep confidential all information obtained during such audit and will issue a written report to Purchaser and to Seller with only (i) the actual amount of Product Net Sales for the Calendar Year(s) in question, (ii) the actual amount of Product-Related Damages received by Seller during the Calendar Year(s) in question, (iii) the resulting over- or under payment of Purchased Royalty to Purchaser that occurred during the Calendar Year(s) in question, and (iv) the details of any discrepancies between the Purchased Royalty that was paid to Purchaser and the Purchased Royalty that should have been paid to Purchaser. The results of the audit shall be binding on the Parties absent material error. (c) Purchaser is solely responsible for all the expenses of the independent certified accountant, unless the independent certified public accountant’s report (or subsequent dispute resolution, if Seller disputes such report) shows any underpayment by Seller exceeding [***] years after percent ([***]%) of the end payment owed to Purchaser for any of the Calendar Years then being reviewed. If the independent certified public accountant’s report (or subsequent dispute resolution, if Seller disputes such Calendar Year or to conduct report) shows that Seller underpaid Purchaser by more than [*****] such audit in any percent ([*****] month period]%), Seller shall be responsible for the reasonable expenses incurred by Purchaser for the independent certified public accountant’s services for such audit. All records made available for inspection or Any payment owed by one Party to any other as a result of the 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 made within [*****] 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 ]) Business Days of the receipt of the independent accountant’s report so concluding) make audit report, free and clear of any and all Encumbrances; provided, that in lieu of receiving payment to Xxxxxx for an overpayment of the underreported amountPurchased Royalty by Seller, Seller shall credit such overpayment against future amounts owed to Purchaser under this Agreement. Enanta In addition, any payment under this Section 2.6 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 interest in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection accordance with such inspection or auditSection 2.8.

Records; Audit Rights. Xxxxxx shall Client will keep and maintain for [*****] years complete and accurate books and records relating to its calculation of Development Costs incurred with respect Net Sales (including all relevant deductions) and is achievement of the milestone events referred to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right Section 3.1(A) for a period of [*****] at least 3 years after such Development Cost is reconciled in accordance with Section 5.2 the expiration of the year to inspect or which they relate. Upon the written request and not more than once per twelve month period, Catalent shall be entitled to audit, or to appoint, at its expense, have an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or Client audit, such books and records solely related to calculations of Net Sales for 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 [*****] previous twelve month period. All Upon reasonable advance notice, Client shall provide the auditors with access during normal business hours to appropriate space at Client’s relevant location and to such of the pertinent books and records made available of Client as may be reasonably necessary to verify the matters in question. Auditors shall be required to sign Client’s standard confidential disclosure agreement prior to being allowed access to such books and records. Catalent shall indemnify and hold Client harmless for inspection any action or activity of such auditors while on Client’s premises. Prior to disclosing the results of any such audit to Catalent, the auditors shall present Client with a preliminary report of findings and provide Client with an opportunity to respond to any questions raised or issues identified. If an audit discloses an underpayment or overpayment by Client of any amounts paid pursuant to any provision of this Agreement, such amounts shall be paid to Catalent, or in the case of an overpayment credited to Client, within 30 days after the date Client receives the auditors’ final written report. Any fees and expenses of the 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 paid by Catalent unless 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 understatement by Xxxxxx Client of more than [*****] 3% of the aggregate amount of Development Costs reportable in any Calendar Yearamounts payable pursuant to this Agreement, in which case Xxxxxx Client shall reimburse Enanta bear the responsibility for all costs incurred by Enanta in connection with any such inspection or auditreasonable fees and expenses.

Records; Audit Rights. Xxxxxx Cara and its Affiliates and Sub-licensees shall keep and maintain maintain, for [*****] years from the date of (x) each payment of royalties under this Agreement and (y) each milestone owed, complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by Cara and its Affiliates and Sub-Developed Products licensees, in sufficient detail to allow confirmation of same by Enantaroyalties and milestones on Net Sales to be determined accurately. Enanta All such records required to be maintained under this Section 6.7 shall include the information contained in the reports required under Section 6.6. Enteris shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payments to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to Xxxxxx Cara to inspect or audit, the relevant audit such records of Xxxxxx and Cara, or its Affiliates Affiliates, to verify that the amount of any such Development Costs payment was correctly determined. Xxxxxx Cara 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 [*****] written notice from Enteris. Such audit right shall not be exercised by Enteris more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year a particular Product in a particular period or with respect to conduct more than [*****] such audit in any [*****] month periodan individual milestone. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxCara. 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 hereunderCara under this Agreement, (a) if the amount of Development Costs was over-reported, Xxxxxx Cara shall promptly (but in any event no later than [*****] days after Xxxxxx’x Cara’s receipt of the independent accountant’s report so concluding) make payment to Enanta Enteris of any shortfall together with interest as provided in Section 6.8 from the over-reported amount and (b) if date such payment was due to the amount of Development Costs was underreported, Enanta shall promptly (but date paid 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 amountfull. Enanta Enteris shall bear the full cost of such audit unless such audit discloses an over-reporting by Xxxxxx a variance to the detriment of Enteris of five percent 5% or more than [*****] from the amount of the aggregate amount of Development Costs reportable in any Calendar Year, original payment calculation in which case Xxxxxx Cara shall reimburse Enanta for bear all costs incurred by Enanta in connection with reasonable cost of the performance 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 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 Each party shall keep books and maintain records sufficient to verify the accuracy and completeness of all activities in connection with this Agreement, including without limitation, inventory, shipping and delivery, storing, handling, transport, costs, sales, purchase and invoice records relating to the Product. Such books and records shall be preserved for a period not less than ten (10) years after they are created during and after the Term. Either party may, upon not less than fifteen (15) business days advance written notice, audit all the books and records of the other party relating to this Agreement at a single United States location to verify the accuracy of such party's accounting. Any audit performed pursuant to this Section 3.8 shall be at expense of the party conducting such audit, unless it reveals a underpayment or overpayment of five per cent (5%) or more in favor of the audited party for any Contract year, in which case the audited party shall reimburse the auditing party for the actual costs of such audit. Such audit may be performed by any employee of the requesting party as well as by any attorney or licensed certified public accountant designated by the requesting party, upon not less than fifteen (15) business days advance notice, during regular business hours, and in a manner that shall not unreasonably interfere with such party's normal business operations. Each party shall conduct no more than one (1) audit during any Contract Year, PROVIDED, HOWEVER, that such audit shall not be limited to the current Contract Year, but shall be limited to the period since the completion of the immediately preceding audit, if any. If an audit reveals any underpayment by OMP to LifeCell, OMP shall pay LifeCell the amount of such [*****] years complete Material has been omitted pursuant to a request for confidential treatment and accurate records such material has been filed separately with the Securities and Exchange Commission. underpayment within five (5) days of Development Costs incurred with respect written notification of such underpayment. If the audit reveals that OMP has made an overpayment to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have LifeCell, 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 appointamount overpaid will be, at its expensethe option of OMP, an independent certified public accountant reasonably acceptable returned forthwith to Xxxxxx OMP or credited to inspect the next such payment 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 payments due OMP 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 auditLifeCell.

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 WCCI and its Affiliates and Sublicensees shall keep and maintain for [*****] three (3) years from the date of each payment of royalties complete and accurate records of Development Costs incurred with respect to Co-Developed Products sales by WCCI and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantathe accruing royalties to be determined accurately. Enanta Paratek 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 report or statement to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant (bound by written confidentiality obligations no less protective than those set forth in Article 6 hereof) reasonably acceptable to Xxxxxx WCCI to inspect or audit, the relevant records of Xxxxxx WCCI and its Affiliates and Sublicensees to verify that the amount of such Development Costs was correctly determinedreport or statement. Xxxxxx WCCI and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during their regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaParatek, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the accuracy of the reports and payments. Such inspection right shall not have the right to inspect or audit be exercised by Paratek more than once in any Calendar Year nor more than once with respect to sales of any Product in any given period. Paratek agrees to hold in strict confidence, and in accordance with Portions of this Exhibit, indicated by the xxxx “[*****] ],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Article 6 hereof, all information concerning such payments and reports, and all information learned in the course of any audit or more than [*****] years after inspection, except to the end of extent necessary for Paratek to reveal such Calendar Year information in order to enforce its rights under this Agreement 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 Xxxxxxif disclosure is required by law. The results of each inspection or auditinspection, if any, shall be binding on both Parties, absent manifest error. In Paratek shall pay for such inspections, except that in the event there was an error is any upward adjustment in the amount of Development Costs reported aggregate royalties, payable for any Calendar Year shown 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 inspection of more than [*****] five percent (5%) of the aggregate amount paid, WCCI shall pay for the reasonable costs 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 auditinspection.

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 *]) years, sanofi-aventis shall keep and maintain, and shall require its respective Affiliates and Sublicensees to keep and maintain, such Development Cost is reconciled accurate and complete books and records in accordance connection with Section 5.2 the sale of Licensed Products hereunder, as are necessary to inspect or auditallow the accurate calculation consistent with generally accepted accounting principles of the royalties due to ImmunoGen, or including any records required to appointcalculate any royalty adjustments hereunder. Once per Calendar Year, at its expense, ImmunoGen shall have the right to engage an independent certified public accountant accounting firm of nationally recognized standing and reasonably acceptable to Xxxxxx sanofi-aventis, which shall have the right to inspect or audit, examine in confidence the relevant books and records of Xxxxxx sanofi-aventis and its respective Affiliates and Sublicensees as may be reasonably necessary to determine and/or verify that the amount of such Development Costs was correctly determinedroyalty payments due hereunder. Xxxxxx Such examination shall be conducted, and its Affiliates sanofi-aventis shall each make its records available for inspection or audit by such independent certified public accountant available, during regular normal business hours hours, after at such least [***] ([***]) days prior written notice to sanofi-aventis, as applicable, and shall take place or places at the facility(ies) where such records are customarily kept, upon reasonable notice from Enanta, solely maintained. Each such examination shall be limited to verify that Development Costs hereunder were correctly determined; provided that Enanta shall pertinent books and records for any year ending not have the right to inspect or audit any Calendar Year more than [*****] or more than ([*****] years after ]) months prior to the end date of request, provided, that, ImmunoGen shall not be permitted to audit the same period of time more than once. Before permitting such independent accounting firm to have access to such books and records, sanofi-aventis may require such independent accounting firm and its personnel involved in such audit, to sign a confidentiality agreement (in form and substance reasonably acceptable to each of the Parties) as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access, while conducting the audit under this paragraph. The ImmunoGen independent accounting firm will prepare and provide to each Party a written report stating whether the royalty reports submitted and royalties paid are correct or incorrect and the specific details concerning any discrepancies. Such accounting firm may not reveal to ImmunoGen any information learned in the course of such Calendar Year audit other than the amount of any such discrepancies. ImmunoGen agrees to hold in strict confidence all information disclosed to it, except to the extent necessary for ImmunoGen to enforce its rights under this Agreement 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 Partiesdisclosure is required by law. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx sanofi-aventis hereunder, (a) if the amount of Development Costs was oversanofi-reported, Xxxxxx aventis shall promptly (but in any no event no later than [***] ([**] *]) days after Xxxxxx’x such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to Enanta ImmunoGen of any shortfall. In the overevent that there was an overpayment by sanofi-reported amount and (b) if the amount of Development Costs was underreportedaventis hereunder, Enanta ImmunoGen shall promptly (but in any no event no later than [***] ([**] *]) days after EnantaImmunoGen’s receipt of the independent accountantauditor’s report so correctly concluding) make payment refund to Xxxxxx of sanofi-aventis the underreported excess amount. Enanta ImmunoGen shall bear the full cost of such audit unless such audit discloses an overunderreporting by sanofi-reporting by Xxxxxx aventis of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties in any Calendar Yeartwelve (12) month period, in which case Xxxxxx case, sanofi-aventis shall reimburse Enanta ImmunoGen for all costs incurred by Enanta ImmunoGen in connection with such inspection or examination and audit.

Records; Audit Rights. Xxxxxx Alvogen shall, and shall keep and cause other Selling Persons to, maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products books and records, in sufficient detail to allow confirmation confirm the accuracy of same by Enantapayments and costs with respect to payments under this Agreement (the “Product Financial Records”). Enanta Alvogen shall have the right retain all Product Financial Records for a period of at least three (3) years or for such longer period to the extent required by Applicable Law. During such period, upon the written request of Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Pfenex and reasonably acceptable to Alvogen. Pfenex shall treat all information received or subject to review under this Section 4.8 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to enter into a confidentiality agreement, in form and substance reasonably acceptable to Alvogen, to maintain such records and information of [*****] years after such Development Cost is reconciled Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any enforcement of the provisions hereof. If any such audit reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in Section 5.2 to inspect or audit4.7, or Pfenex shall promptly pay to appointAlvogen any overpaid amounts paid under this Agreement, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, as the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determinedcase may be. 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 If 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 reveals an underpayment 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, amounts due under this Agreement greater than five percent (a5%) 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 amounts actually due for any Annual Period, then Alvogen shall pay the overreasonable out-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 overof-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 pocket costs incurred by Enanta in connection with conducting such inspection or audit.

Records; Audit Rights. Xxxxxx shall (a) Seller will, and will cause its Affiliates to, consistent with their respective internal financial control and reporting practices and procedures, 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 maintain, for a period of [***] from the end of an applicable [***], accounts and records of all data reasonably required to verify calculations and related payments of Scheduled Quarterly Amounts, to verify and calculate the amounts to be paid to Purchaser under this Agreement, and to verify the expenses for which the Purchase Price proceeds were used. Seller shall also cause any counterparty to any out-license or sub-license of the Seller or the Seller’s Affiliates to prepare and maintain reasonably complete and accurate records of the information to be used in calculating Scheduled Quarterly Amounts and the expenses for which the Purchase Price proceeds were used, if any. (b) During the Term and for [***] years after such Development Cost is reconciled thereafter, during normal business hours and upon at least [***] prior written notice to Seller, but no more frequently than one time per [***] without cause, as determined by Purchaser in accordance its reasonable discretion, and no more than one time with Section 5.2 respect to inspect or each Calendar Quarter during the Payment Period, Purchaser has the right to audit, or to appoint, at its expense, through an independent certified public accountant reasonably selected by Purchaser and acceptable to Xxxxxx Seller (which acceptance will not be unreasonably withheld, conditioned or delayed), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to inspect verify the accuracy of the Quarterly Reports and the amounts received by Purchaser or the use of Purchase Price proceeds (provided, however, that, prior to conducting any such audit, the relevant records of Xxxxxx such accountant will have entered into a confidentiality agreement in form and its Affiliates substance reasonably satisfactory to verify that the amount of such Development Costs was correctly determinedSeller). Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such Purchaser’s independent certified public accountant will keep confidential all information obtained during regular business hours at such place audit and will issue a written report to Purchaser and to Seller with only: (i) the actual amount of Net Sales made during the [***] in question, (ii) the resulting over- or places where under-payment of Scheduled Quarterly Amounts to Purchaser that occurred during, the [***] in question; and (iii) the details of any discrepancies between the Scheduled Quarterly Amounts that were paid and the Scheduled Quarterly Amounts that should have been paid. The determination of the actual amount of Scheduled Quarterly Amounts to be paid to Purchaser under this Agreement with respect to any [***] will be binding and conclusive on the Parties upon the expiration of [***] following the end of such records are customarily kept[***], unless an audit of such [***] has been initiated before the expiration of such [***] period and is on-going, in which case, such determination will be binding and conclusive on the Parties upon reasonable notice from Enantacompletion of such audit. Without limiting the generality of the preceding sentence, in the event that the Parties dispute the results of any audit performed pursuant to this Section 2.3, then the Parties shall, within [***], agree upon a nationally recognized U.S. independent auditor who has no engagement with either of the Parties within the prior [***], to review the results of the audit and the calculations and data of Seller. The designated independent auditor shall make a binding determination on the Parties by selecting the results of one of the Parties, without adjustment or compromise. The costs and expenses of the engagement of the independent auditor selected to resolve the dispute will be allocated in accordance with Section 2.3(c) below. (c) Purchaser is solely to verify responsible for all the expenses of the independent certified accountant, unless the independent certified public accountant’s report shows any underpayment by Seller exceeding [***] of the payment it owed Purchaser for any of the [***] then being reviewed. If the independent certified public accountant’s report shows that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year Seller underpaid by more than [*****] or more than [*****] years after ], Seller is responsible for the end reasonable expenses incurred by Purchaser for the independent certified public accountant’s services. Any payment owed by one Party to another as a result of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or the 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 made within [*****] 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 receipt of Development Costs reportable the audit report, free and clear of any and all Encumbrances. In addition, any payment under this Section 2.3 shall bear interest in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection accordance with such inspection or auditSection 2.4.

Records; Audit Rights. Xxxxxx shall (a) Seller will, and will cause its Affiliates, licensees and sublicensees to 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 maintain, for a period of [***] Calendar Years from the end of an applicable Calendar Year, accounts and records of all data reasonably required to verify Product Payments and Royalty Reports and to verify and calculate the amounts to be paid to Purchaser under this Agreement, and to verify the expenses for which the Purchase Price proceeds were used. Seller shall require its Affiliates, licensees and sublicensees conducting activities with respect to Products to report to Seller all information required to be provided to Purchaser pursuant to Section 2.2(a). Purchaser shall treat such information as Confidential Information of Seller. (b) During the Term and for [**] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or auditCalendar Years thereafter, 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 normal business hours and upon at such place or places where such records are customarily keptleast [**] Business Days’ prior written notice to Seller, 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 but no more frequently than [**] per Calendar Year (unless a prior audit has determined that Seller has under-reported Product Payments by more than [*****] or more than percent ([*****] 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 a Calendar Year, in which case Xxxxxx Purchaser shall reimburse Enanta be entitled to [**]), and no more than [**] with respect to each [**] during the Royalty Period, Purchaser shall have the right to audit, through an independent certified public accountant selected by Purchaser that is acceptable to Seller (which acceptance will not be unreasonably withheld, conditioned or delayed), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to verify the accuracy of the Royalty Reports and the amounts received by Purchaser (provided, however, that, prior to conducting any such audit, such accountant will have entered into a confidentiality agreement in form and substance reasonably satisfactory to Seller). Purchaser’s independent certified public accountant will keep confidential all information obtained during such audit and will issue a written report to Purchaser and to Seller with only: (i) the actual amount of Product Net Sales made during the Calendar Year(s) in question, (ii) the resulting over- or under-payment of Purchased Product Royalty to Purchaser that occurred during the Calendar Year(s) in question; and (iii) the details of any discrepancies between the Purchased Product Royalty that was paid and the Purchased Product Royalty that should have been paid. The Seller’s determination of the actual amount of Purchased Product Royalty to be paid to Purchaser under this Agreement with respect to any Calendar Year will be binding and conclusive on the Parties upon the expiration of [**] Calendar Years following the end of such Calendar Year, unless an audit of such Calendar Year has been initiated before the expiration of such [**] Calendar Year period and is ongoing, in which case the determination of Purchased Product Royalty shall be based on the results of such audit and, if applicable, the resolution of any dispute between the Parties regarding such results. Either Party shall have the right to dispute the results of any audit conducted pursuant to this Section 2.3 by giving written notice to the other Party of such dispute within [**] Business Days of Seller’s receipt of the audit report, in which case such dispute shall be resolved in accordance with Section 9.10. (c) Purchaser is solely responsible for all costs the expenses of the independent certified accountant, unless the independent certified public accountant’s report (or subsequent dispute resolution, if Seller disputes such report) shows any underpayment by Seller exceeding [**] percent ([**]%) of the payment owed to Purchaser for any of the Calendar Years then being reviewed. If the independent certified public accountant’s report (or subsequent dispute resolution, if Seller disputes such report) shows that Seller underpaid Purchaser by more than [**] percent ([**]%), Seller shall be responsible for the reasonable expenses incurred by Enanta Purchaser for the independent certified public accountant’s services for such audit. Any payment owed by one Party to another as a result of the audit shall be made within [**] Business Days of the receipt of the audit report (or the final determination of dispute resolution, if a Party disputes such report), free and clear of any and all Encumbrances. In addition, any payment under this Section 2.3 shall bear interest in connection accordance with Section 2.5. (d) Upon written request of Purchaser, Seller shall conduct an audit of Product Net Sales by its Affiliates, licensees or sublicensees necessary to confirm the reports provided by such inspection or auditPersons to Seller as set forth in Section 2.3(a). Seller shall require such Persons to agree to allow Seller to conduct such audit on terms substantially similar to those provided in Section 2.3(a).

Records; Audit Rights. Xxxxxx shall During the term of this Agreement and for three (3) years thereafter (the "Audit Period"), Licensee will keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect Licensee's and any sublicensee's sales of Licensed Products and such other matters as may affect the determination of any amount payable to Co-Developed Products Licensor hereunder in sufficient detail to allow confirmation of same by Enantaenable Licensor to determine any amounts payable to Licensor under this Agreement. Enanta shall have During the right for Audit Period, Licensor may engage a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect recognized accounting or audit, or to appoint, at its expense, an independent certified public accountant audit firm reasonably acceptable to Xxxxxx Licensee to act on its behalf, to audit and inspect or auditthe files, the relevant books and records of Xxxxxx and its Affiliates account of Licensee relating solely 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 fees owed Licensor under the Agreement, upon ten (10) days' prior written notice, during regular business hours at and in such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely a manner 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 periodavoid unreasonable interference with normal business operations. All records made available for inspection or Such 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 solely at Licensor's expense unless it shows a shortage 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 paid 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 Licensee of more than [*****] five percent (5%) for the period audited. Audits shall not be conducted with unreasonable frequency and in no event shall be conducted more than once per twelve month period unless the immediately preceding audit showed a shortage in the amount paid to Licensee. Should any audit result in the discovery of any shortages, Licensee shall promptly pay any such shortages, together with interest calculated at the current prime rate back to the date of the aggregate amount of Development Costs reportable in any Calendar Yearincorrect payment. Should it be discovered that the Licensor was overpaid, in which case Xxxxxx then a correcting adjustment shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditbe made at the next scheduled Licensee payment.

Records; Audit Rights. Xxxxxx ILI shall keep and maintain for [*****] years maintain, and shall require its respective Affiliates and Sublicensees to keep and maintain, such accurate and complete books and accurate records in connection with the providing of Development Costs incurred with respect to Co-Developed Products in sufficient detail Additional Testing Services hereunder, as are necessary to allow confirmation the accurate calculation consistent with generally accepted accounting principles of same by Enantathe royalties due to Oral DNA, including any records required to calculate any royalty deductions or other adjustments hereunder. Enanta Oral DNA 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, engage an independent certified public accountant accounting firm reasonably acceptable to Xxxxxx ILI, which shall have the right to inspect or audit, audit the relevant books and records of Xxxxxx ILI and its respective Affiliates and Sublicensees as may be reasonably necessary to determine and/or verify that the amount of such Development Costs was correctly determinedroyalty payments due hereunder. Xxxxxx Such examination shall be conducted, and its Affiliates ILI shall each make its records available for inspection or audit by such independent certified public accountant available, during regular normal business hours upon at such least fifteen (15) days prior written notice, which shall take place or places at the facility(ies) where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta maintained. Such audit rights shall not have the right to inspect or audit any Calendar Year be exercised by Oral DNA more than [*****] or more than [*****] years after the end of once per Calendar Year. Each 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 limited to pertinent books and records for any year ending not more than thirty-six (36) months prior to the date of request; provided, that, Oral DNA shall not be Confidential Information permitted to audit the same period of Xxxxxxtime more than once. The results independent accounting firm will prepare and provide to each Party a written report stating whether the royalty reports submitted and royalties paid are correct or incorrect and the specific details concerning any discrepancies and may not reveal to Oral DNA any information learned in the course of each inspection such audit other than the amount of any such discrepancies. Oral DNA agrees to hold in strict confidence all information disclosed to it, except to the extent necessary for Oral DNA to enforce its rights under this Agreement or audit, if any, shall be binding on both Partiesdisclosure is required by Applicable Laws. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx ILI hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx ILI shall promptly (but in any no event no later than [*****] thirty (30) days after Xxxxxx’x such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to Enanta Oral DNA of any shortfall. In the over-reported amount and (b) if the amount of Development Costs event that there was underreportedan overpayment by ILI hereunder, Enanta Oral DNA shall promptly (but in any no event no later than [*****] thirty (30) days after EnantaOral DNA’s receipt of the independent accountantauditor’s report so correctly concluding) make payment refund to Xxxxxx of ILI the underreported excess amount. Enanta Oral DNA shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by Xxxxxx ILI of more than [*****] five percent (5%) of the aggregate amount of Development Costs reportable royalties in any Calendar Yeartwelve (12) month period, in which case Xxxxxx case, ILI shall reimburse Enanta Oral DNA for all costs incurred by Enanta Oral DNA in connection with such inspection or examination and audit.

Records; Audit Rights. Xxxxxx shall (a) Seller will, and will cause its Affiliates to, consistent with their respective internal financial control and reporting practices and procedures, 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 maintain, for a period of [***] from the end of an applicable [***], accounts and records of all data reasonably required to verify calculations and related payments of Scheduled Quarterly Amounts, to verify and calculate the amounts to be paid to Purchaser under this Agreement, and to verify the expenses for which the Purchase Price proceeds were used. Seller shall also cause any counterparty to any out-license or sub-license of the Seller or the Seller’s Affiliates to prepare and maintain reasonably complete and accurate records of the information to be used in calculating Scheduled Quarterly Amounts and the expenses for which the Purchase Price proceeds were used, if any. (b) During the Term and for [***] years after such Development Cost is reconciled thereafter, during normal business hours and upon at least [***] prior written notice to Seller, but no more frequently than one time per [***] without cause, as determined by Purchaser in accordance its reasonable discretion, and no more than one time with Section 5.2 respect to inspect or each Calendar Quarter during the Payment Period, Purchaser has the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. right to audit, or to appoint, at its expense, through an independent certified public accountant reasonably selected by Purchaser and acceptable to Xxxxxx Seller (which acceptance will not be unreasonably withheld, conditioned or delayed), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to inspect verify the accuracy of the Quarterly Reports and the amounts received by Purchaser or the use of Purchase Price proceeds (provided, however, that, prior to conducting any such audit, the relevant records of Xxxxxx such accountant will have entered into a confidentiality agreement in form and its Affiliates substance reasonably satisfactory to verify that the amount of such Development Costs was correctly determinedSeller). Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such Purchaser’s independent certified public accountant will keep confidential all information obtained during regular business hours at such place audit and will issue a written report to Purchaser and to Seller with only: (i) the actual amount of Net Sales made during the [***] in question, (ii) the resulting over- or places where under-payment of Scheduled Quarterly Amounts to Purchaser that occurred during, the [***] in question; and (iii) the details of any discrepancies between the Scheduled Quarterly Amounts that were paid and the Scheduled Quarterly Amounts that should have been paid. The determination of the actual amount of Scheduled Quarterly Amounts to be paid to Purchaser under this Agreement with respect to any [***] will be binding and conclusive on the Parties upon the expiration of [***] following the end of such records are customarily kept[***], unless an audit of such [***] has been initiated before the expiration of such [***] period and is on-going, in which case, such determination will be binding and conclusive on the Parties upon reasonable notice from Enantacompletion of such audit. Without limiting the generality of the preceding sentence, in the event that the Parties dispute the results of any audit performed pursuant to this Section 2.3, then the Parties shall, within [***], agree upon a nationally recognized U.S. independent auditor who has no engagement with either of the Parties within the prior [***], to review the results of the audit and the calculations and data of Seller. The designated independent auditor shall make a binding determination on the Parties by selecting the results of one of the Parties, without adjustment or compromise. The costs and expenses of the engagement of the independent auditor selected to resolve the dispute will be allocated in accordance with Section 2.3(c) below. (c) Purchaser is solely to verify responsible for all the expenses of the independent certified accountant, unless the independent certified public accountant’s report shows any underpayment by Seller exceeding [***] of the payment it owed Purchaser for any of the [***] then being reviewed. If the independent certified public accountant’s report shows that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year Seller underpaid by more than [*****] or more than [*****] years after ], Seller is responsible for the end reasonable expenses incurred by Purchaser for the independent certified public accountant’s services. Any payment owed by one Party to another as a result of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or the 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 made within [*****] 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 receipt of Development Costs reportable the audit report, free and clear of any and all Encumbrances. In addition, any payment under this Section 2.3 shall bear interest in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection accordance with such inspection or auditSection 2.4.

Records; Audit Rights. Xxxxxx shall keep and ‌ Section 19.01 Newco will 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 auditBase Revenues received, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx its compliance with the community commitments set forth in Article XIV, and such other records, books, accounts and memoranda as may be prescribed by the FPSC. Newco will perform self-audits or third-party audits of its Affiliates data security practices and procedures (for example, SOC 1/2 audits and Type 2 audits) on no less than an annual basis. Section 19.02 Newco will make such records available to verify the City upon request, together with copies of any rules, regulations, terms and conditions as Newco may adopt from time to time that relate to Xxxxx’s use of the Rights-of-Way. Newco will submit a monthly statement to the City of its estimated Base Revenues for the period on which such payment is based. The acceptance of any such statement or payment will not preclude the City from asserting that the amount paid is not the amount due, or from recovering any deficit by any lawful proceeding, including interest. Section 19.03 The City may, upon reasonable written notice and within ninety (90) days after each anniversary date of this Agreement and for two (2) years following termination or expiration hereof, at the City’s expense, examine the records of Newco relating to the calculation of the franchise payment for the year preceding such Development Costs was correctly determinedanniversary date. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant Such examination will be during regular normal business hours at such place or places Newco’s office where such records are customarily keptmaintained. Information identifying Newco’s customers by name or their electric consumption will not be taken from Newco’s premises. Such audit will be impartial and all audit findings, upon reasonable notice from Enantawhether they decrease or increase payment to the City, solely will be reported to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the Newco. The City’s right to inspect examine the records of Newco in accordance with this Section will not be conducted by any third party employed by the City whose fee, in whole or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] part, for conducting such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information is contingent on findings of Xxxxxx. The results of each inspection or the audit, if any, shall be binding on both Parties. In the event there was the audit reveals that an error in underpayment or overpayment of franchise fees under the terms of this Agreement has occurred, City or Newco, respectively, will pay within ninety (90) days of completion of the audit the other 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 underpayment or auditoverpayment.

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 *]) years, sanofi-aventis shall keep and maintain, and shall require its respective Affiliates and Sublicensees to keep and maintain, such Development Cost is reconciled accurate and complete books and records in accordance connection with Section 5.2 the sale of Licensed Products hereunder, as are necessary to inspect or auditallow the accurate calculation consistent with generally accepted accounting principles of the royalties due to ImmunoGen, or including any records required to appointcalculate any royalty adjustments hereunder. Once per Calendar Year, at its expense, ImmunoGen shall have the right to engage an independent certified public accountant accounting firm of nationally recognized standing and reasonably acceptable to Xxxxxx sanofi-aventis, which shall have the right to inspect or audit, examine in confidence the relevant books and records of Xxxxxx sanofi-aventis and its respective Affiliates and Sublicensees as may be reasonably necessary to determine and/or verify that the amount of such Development Costs was correctly determinedroyalty payments due hereunder. Xxxxxx Such examination shall be conducted, and its Affiliates sanofi-aventis shall each make its records available for inspection or audit by such independent certified public accountant available, during regular normal business hours hours, after at such least [***] ([***]) days prior written notice to sanofi-aventis, as applicable, and shall take place or places at the facility(ies) where such records are customarily kept, upon reasonable notice from Enanta, solely maintained. Each such examination shall be limited to verify that Development Costs hereunder were correctly determined; provided that Enanta shall pertinent books and records for any year ending not have the right to inspect or audit any Calendar Year more than [*****] or more than ([*****] years after ]) months prior to the end date of request;provided, that, ImmunoGen shall not be permitted to audit the same period of time more than once. Before permitting such independent accounting firm to have access to such books and records, sanofi-aventis may require such independent accounting firm and its personnel involved in such audit, to sign a confidentiality agreement (in form and substance reasonably acceptable to each of the Parties) as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access, while conducting the audit under this paragraph. The ImmunoGen independent accounting firm will prepare and provide to each Party a written report stating whether the royalty reports submitted and royalties paid are correct or incorrect and the specific details concerning any discrepancies. Such accounting firm may not reveal to ImmunoGen any information learned in the course of such Calendar Year audit other than the amount of any such discrepancies. ImmunoGen agrees to hold in strict confidence all information disclosed to it, except to the extent necessary for ImmunoGen to enforce its rights under this Agreement 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 Partiesdisclosure is required by law. In the event there was an error in the amount of Development Costs reported underpayment by Xxxxxx sanofi-aventis hereunder, (a) if the amount of Development Costs was oversanofi-reported, Xxxxxx aventis shall promptly (but in any no event no later than [***] ([**] *]) days after Xxxxxx’x such Party’s receipt of the independent accountantauditor’s report so correctly concluding) make payment to Enanta ImmunoGen of any shortfall. In the overevent that there was an overpayment by sanofi-reported amount and (b) if the amount of Development Costs was underreportedaventis hereunder, Enanta ImmunoGen shall promptly (but in any no event no later than [***] ([**] *]) days after EnantaImmunoGen’s receipt of the independent accountantauditor’s report so correctly concluding) make payment refund to Xxxxxx of sanofi-aventis the underreported excess amount. Enanta ImmunoGen shall bear the full cost of such audit unless such audit discloses an overunderreporting by sanofi-reporting by Xxxxxx aventis of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties in any Calendar Yeartwelve (12) month period, in which case Xxxxxx case, sanofi-aventis shall reimburse Enanta ImmunoGen for all costs incurred by Enanta ImmunoGen in connection with such inspection or examination and audit.

Records; Audit Rights. Xxxxxx a. Each party shall keep maintain all records that are necessary to reasonably enable an auditor to verify compliance with this Agreement (“Records”) during the Term and maintain for [***** thereafter. b. Upon reasonable prior notice, each party (“audited party”) shall permit the other party (“auditing party”) or its authorized representatives to: (i) Audit the audited party’s use of the Supplier’s Products to ensure the audited party’s compliance with the terms and conditions of this Agreement. Execution Copy—September 26, 2005 ***** Portion for which confidential treatment requested. (ii) Voxware may audit LXE’s Bxxx of Materials, Labor Costs and related costs and expenses for the 410 Hardware Product and the Next Generation Product no more than once per calendar quarter, provided, that Voxware shall be allowed to conduct an additional audit in such ***** in the event it finds that LXE is not in compliance with this Agreement. (iii) Voxware may audit LXE’s Records to determine compliance of Sections 6.f., 6.g. and 6.h. no more than once *****] years complete and accurate records of Development Costs incurred with respect , provided, that Voxware shall be allowed to Co-Developed Products conduct an additional audit in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [such ***** in the event it finds that LXE is not in compliance with this Agreement. (iv) Inspect all books, records and accounts of audited party which pertain or relate in any way to the distribution of the Supplier Products. c. The audit shall be conducted during normal business hours, in such a manner as to minimize any interference with the conduct of audited party’s business, and in compliance with the audited party’s reasonable security, safety, and confidentiality requirements. The audited party shall make the Records available at such location as shall be reasonably designated by audited party and as reasonably required to conduct the audit on a timely basis. d. The auditing party bears the expense of the audit. If any such examination reveals that the audited party has failed at any time to comply with any provision of this Agreement: (1) The auditing party shall provide to the audited party a notice identifying such noncompliance and setting forth the auditing party’s reasonable estimate of the damages resulting from such noncompliance and, if the damages exceed *] years after such Development Cost is reconciled in accordance with Section 5.2 **** of the fees or other amounts paid to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or auditaudited party over the period of the noncompliance, the relevant records audited party shall reimburse the auditing party the cost of Xxxxxx performing such audit; and its Affiliates (B) the audited party shall, immediately upon receipt of such notice, pay to verify that the auditing party the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by damages, plus interest on the amount of such independent certified public accountant during regular business hours damages 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 [rate of *****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] * per 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(or, if anylower, shall be binding the maximum rate permitted by law) from the date on both Parties. In which the event there was an error in correct amounts of money should have been paid to audited party through the amount of Development Costs reported by Xxxxxx hereunder, (a) if date on which such damages are actually paid to 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 auditauditing party.

Records; Audit Rights. Xxxxxx Alvogen shall, and shall keep cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years or for such longer period to the extent required by Applicable Law. During such period, upon the written request of Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Pfenex and reasonably acceptable to Alvogen. Pfenex shall treat all information received or subject to review under this Section 4.4 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to enter into a confidentiality agreement, in form and substance reasonably acceptable to Alvogen, to maintain such records and information of Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any enforcement of the provisions hereof. If any such audit reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in Section 4.3, or Pfenex shall promptly pay to Alvogen any overpaid amounts paid under this Agreement, as the case may be. If any such audit reveals an underpayment of amounts due under this Agreement greater than five percent (5%) of the amounts actually due for any Annual Period, then Alvogen shall pay the reasonable out-of-pocket costs incurred in conducting such audit. [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products ]Certain confidential information contained in sufficient detail to allow confirmation of same this document, marked by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost brackets, has been omitted because it 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 both (i) 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 material and (bii) would be competitively harmful 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 auditpublicly disclosed.

Records; Audit Rights. Xxxxxx Alvogen shall, and shall keep cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”). Alvogen shall retain all Product Financial Records for a period of at least three (3) years or for such longer period to the extent required by Applicable Law. During such period, upon the written request of Pfenex, the Product Financial Records shall be subject to inspection and audit by and at the expense of Pfenex no more than two times in any Annual Period, unless for cause. Such audits shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Pfenex and reasonably acceptable to Alvogen. Pfenex shall treat all information received or subject to review under this Section 4.7 as Confidential Information of Alvogen in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to enter into a confidentiality agreement, in form and substance reasonably acceptable to Alvogen, to maintain such records and information of Alvogen in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any enforcement of the provisions hereof. If any such audit reveals that Alvogen has failed to accurately make any payment required under this Agreement, then Alvogen shall promptly pay to Pfenex any underpaid amounts due under this Agreement, together with interest calculated as set forth in Section 4.6, or Pfenex shall promptly pay to Alvogen any overpaid amounts paid under this Agreement, as the case may be. If any such audit reveals an underpayment of amounts due under this Agreement greater than five percent (5%) of the amounts actually due for any Annual Period, then Alvogen shall pay the reasonable out-of-pocket costs incurred in conducting such audit. [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products ]Certain confidential information contained in sufficient detail to allow confirmation of same this document, marked by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost brackets, has been omitted because it 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 both (i) 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 material and (bii) would be competitively harmful 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 auditpublicly disclosed.