Common use of Records; Audit Clause in Contracts

Records; Audit. During the Royalty Term and for five (5) years thereafter, OST shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy of payments due hereunder. Advaxis shall have the right, upon thirty (30) days’ prior written notice to OST, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit under this Section 7.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such audit.

Records; Audit. During the Royalty Term and for five (5) three years thereafter, OST Amgen shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Product in sufficient detail to permit Advaxis Company to confirm the accuracy of payments due hereunder. Advaxis Company shall have the right, upon thirty (30) 30 days’ prior written notice to OSTAmgen, to cause an independent, certified international public accounting firm reasonably acceptable to OST Amgen to audit such records during OSTAmgen’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2‎8.2. The audit shall be limited to pertinent records kept by Amgen and its Affiliates and Sublicensees for any year ending not more than 36 months prior to the date of the written notice. An audit under this Section 7.4 ‎8.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis Company only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to AdvaxisCompany. The accounting firm shall provide OST Amgen with a copy of any disclosures or reports made to Advaxis Company and OST Amgen shall have an opportunity to discuss such disclosures or reports with Advaxis Company and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST Amgen subject to the confidentiality and other obligations of Article 10‎11. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) 45 days thereafter). Advaxis Company shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) [*****]% of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000)Agreement, in which case, OST Amgen shall bear the full cost of such audit.

Records; Audit. During the Royalty Term and for five (5a) years thereafter, OST shall keepGENZYME RECORDS. Genzyme will maintain, and shall cause its Affiliates Affiliates, and Sublicensees licensees to keepmaintain, complete and accurate records pertaining regarding its activities relating to this Agreement (including, without limitation, the means of calculating the amounts which are relevant to the sale calculation of Synvisc Net Sales under this Agreement), and such records shall be retained and open during reasonable business hours for a period of three (3) years from the creation of individual records for examination or other disposition for a longer period of Licensed Product in sufficient detail time, if required by applicable law, and not more often than once each calendar year, by an independent certified [**] = Portions of this exhibit have been omitted pursuant to permit Advaxis to confirm a confidential treatment request. An unredacted version of this exhibit has been filed separately with the accuracy of payments due hereunderCommission. Advaxis shall have the right, upon thirty (30) days’ prior written notice to OST, to cause an independent, certified international public accounting firm accountant that is selected by Wyeth and reasonably acceptable to OST to audit such records during OST’s normal business hours with Genzyme for the sole purpose of confirming verifying the number correctness of Licensed Product units soldcalculations and classifications of payments made by Genzyme, the gross sales and Net Sales of Licensed Productits Affiliates or licensees, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit under this Section 7.4 Agreement and that is subject to a binding confidentiality and non-use agreement no less restrictive than the terms of Article 14. The auditing expense shall not occur more than once be paid by Wyeth; PROVIDED, HOWEVER, that if the audit reveals an underpayment by Genzyme of amounts due under this Agreement in excess of five percent (5%), Genzyme shall bear and promptly reimburse Wyeth for the auditing expense. In any Calendar Yearcase, except in the case Genzyme shall make any payments necessary to Wyeth to correct any underpayment by Genzyme. Any records or accounting information received from Genzyme, its Affiliates, or licensees shall be Confidential Information for purposes of Article 14. Results of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information such audit shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Informationboth Parties, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such audit14.

Records; Audit. During the Royalty Term and for five (5) three years thereafter, OST Amgen shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy of payments due hereunder. Advaxis shall have the right, upon thirty (30) 30 days’ prior written notice to OSTAmgen, to cause an independent, certified international public accounting firm reasonably acceptable to OST Amgen to audit such records during OSTAmgen’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.28.2. The audit shall be limited to pertinent records kept by Amgen and its Affiliates and Sublicensees for any year ending not more than 24 months prior to the date of the written notice. An audit under this Section 7.4 8.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST Amgen with a copy of any disclosures or reports made to Advaxis and OST Amgen shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST Amgen subject to the confidentiality and other obligations of Article 1011. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) 45 days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) *% of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000)*, in which case, OST Amgen shall bear the full cost of such audit.

Records; Audit. During the Royalty Term and for five (5) years thereafter, OST Hybridon shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of its sales of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy of payments due hereunder. Advaxis shall have the right, upon thirty (30) days’ prior written notice to OST, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used Products in accordance with Section 7.2United States generally accepted accounting principles, consistently applied. An audit under this Section 7.4 Hybridon shall not occur require each of its Affiliates and Collaborative Partners to keep and maintain complete and accurate records of any sale of Licensed Products. Such records shall be retained for a period of four (4) years following the applicable royalty reporting period. Hybridon shall permit, and cause each of its Affiliates and Collaborative Partners to permit, independent accountants retained by Genzyme to have access to its records and books for the sole purpose of verifying Net Sales and any royalty due thereon. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Party's own expense and no more than once in any Calendar Year, except each calendar year during the term of this Agreement and once during the four (4) calendar years following the termination hereof. Any adjustment in the case amount of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct royalties due Genzyme on account of overpayment or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy underpayment of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments royalties shall be made by at the parties next date when royalty payments are to reflect be made to Genzyme under Section 3.4. Genzyme shall pay the results fees and expenses of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit accountant engaged to perform the audit, unless such audit discloses a variance reveals an underpayment of more than the greater of (x) ten seven and one-half percent (107.5%) of or more for the payments due under this Agreement or (y) One Million US Dollars ($1,000,000)period examined, in which casecase Hybridon shall pay all reasonable costs and expenses incurred by Genzyme in the course of making such determination, OST shall bear including the full cost fees and expenses of such auditthe accountant (i.e., if Hybridon pays "X" in royalties and an audit reveals it should have paid "Y" (the difference, Y-X, being "Z"), then the underpayment percentage equals the product obtained by multiplying (i) the quotient obtained by dividing Z and Y (Z /Y) and (ii) 100).

Records; Audit. Milcom agrees to make and maintain detailed, accurate -------------- books, records and accounts containing the information required to calculate the royalties due to UWD and to verify the accuracy and completeness of the Sales Reports and Milcom's compliance with its other obligations hereunder, and to keep such books, records and accounts for a period of three (3) years after the relevant reporting period. During the Royalty Term term of this License Agreement and for five a period of two (52) years thereafter, OST UWD shall keephave the right from time to time to audit, through any reputable certified public accounting firm selected by UWD, such books, records, accounts and customer invoices and other supporting documentation of Milcom, in order to verify the amount of royalties due, the Sales Report and Milcom's compliance with this License Agreement. UWD shall provide Milcom at least ten (10) days' prior written notice of its election to conduct such an audit. Milcom shall assist the representatives of UWD in conducting such audit, without charge, and shall cause make such documents available for inspection and copying and shall make such personnel available for interviews as may be reasonably necessary to allow UWD or its Affiliates representative to perform the audit. UWD agrees to make and Sublicensees maintain detailed, accurate books, records and accounts containing the information required to keepcalculate the royalty rates charged to UWD's licensees and to verify that UWD is charging Milcom the royalty rate required by this agreement and to keep such books, complete records and accurate records pertaining to accounts for a period of three (3) years after the sale or other disposition relevant royalty period. During the term of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy this License Agreement (after Net Sales have reached $12,000,000) and for a period of payments due hereunder. Advaxis two (2) years thereafter, Milcom shall have the rightright to from time to time to audit, upon thirty through a reputable certified public accounting firm selected by Milcom, such books, records and accounts and other supporting documentation of UWD, in order to verify that UWD is charging Milcom the royalty rate required by this agreement. Milcom shall provide UWD at least ten (3010) days’ day's prior written notice of its election to OSTconduct such an audit. UWD shall assist the representatives of Milcom in conducting such audit, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payablewithout charge, and shall make such documents available for inspection and copying and shall make such personnel available for interviews as may be reasonably necessary to allow Milcom or its representatives to perform the exchange rates used in accordance with Section 7.2. An audit under this Section 7.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such audit.

Records; Audit. During the Royalty Term and for five (5) years thereafter, OST shall keepSangamo will maintain, and shall cause its Affiliates and Sublicensees sublicensees to keepmaintain, complete and accurate records pertaining of all sales and other dispositions of Royalty Products prior to the sale termination of Sangamo’s royalty obligations pursuant to Section 5.4(b), including the amounts which are relevant to the calculation of Net Sales under this Agreement, and such records shall be retained and open during reasonable business hours for a period of three (3) years from the creation of individual records for examination or other disposition for a longer period of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy of payments due hereunder. Advaxis shall have the righttime, upon thirty (30) days’ prior written notice to OSTif required by applicable law, to cause and not more often than once each calendar year, by an independent, independent certified international public accounting firm accountant that is selected by Exxxxxx and reasonably acceptable to OST to audit such records during OST’s normal business hours with Sangamo for the sole purpose of confirming verifying the number correctness of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit royalty calculations made by Sangamo and its Affiliates and sublicensees under this Agreement, provided that such accountant shall enter into a binding confidentiality and non-use agreement with Sangamo that is no less restrictive than the terms of Article 13. The auditing expense shall be paid by Exxxxxx; provided, however, that if the audit reveals an underpayment by Sangamo, of amounts due for any quarter under Section 7.4 5.5 in excess of five percent (5%), Sangamo shall not occur more than once bear and promptly reimburse Exxxxxx for its reasonably, out-of-pocket expenses for such audit. In any case, Sangamo shall promptly make any payments necessary to Exxxxxx to correct any underpayment by Sangamo. Any such underpayment shall bear interest at a rate equal to the smallest of (a) 10% per annum, (b) the average rate of the three (3) months London Inter-Bank Offering Rate (“LIBOR”) multiplied by two (2), or (c) the highest amount permitted by law, from the date when such payment was due until payment in any Calendar Yearfull, except in the case including interest accrued thereon. Any records or accounting information received from Sangamo, its Affiliates, licensees, sublicensees or distributors shall be Sangamo Confidential Information. Results of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information such audit shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Informationboth Parties, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such audit13.

Records; Audit. During the Royalty Term and for five (5) years thereafter, OST Synageva shall keepmaintain, and shall cause require its Affiliates and Sublicensees to keepmaintain, complete and accurate books and records pertaining containing all information necessary to ascertain and verify the sale accurate calculation consistent with GAAP of amounts payable to Shire hereunder. Synageva shall maintain such books and records for a period of at least five years after the end of the calendar year in which they were generated. Once per calendar year during the Term of this Agreement, Shire shall have the right to engage an independent accounting firm acceptable to Synageva to examine in confidence the relevant books and account as may be necessary to determine or other disposition of Licensed Product in sufficient detail to permit Advaxis to confirm verify the accuracy amounts of payments due and other obligations hereunder. Advaxis Synageva shall have the rightmake such books and records available, upon thirty (30) days’ prior written notice to OST, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with at the purpose facility(ies) where such books and records are maintained. Each such examination shall be limited to pertinent books and records for any year ending not more than thirty-six (36) months prior to the date of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit under this Section 7.4 request; provided that Shire shall not occur be permitted to audit the same period of time more than once in any Calendar Year, except in the case of any subsequent “for cause” auditonce. The independent accounting firm shall disclose will prepare and provide to Advaxis only each Party a written report stating whether the reports submitted and amounts paid are correct or incorrect and the specific details concerning amounts of any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and Should the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject audit lead to the confidentiality and other obligations discovery of Article 10. Prompt adjustments a discrepancy to Shire’s detriment, Synageva shall be made by pay the parties to reflect amount of the results of such audit discrepancy, plus interest, within thirty (but in no event later than forty-five (4530) days thereafter)of Shire’s written notice with the findings of the inspection. Advaxis Should the audit lead to the discovery of a discrepancy to Synageva’s detriment, Shire shall bear pay the amount of the discrepancy, plus interest, within thirty (30) days of Synageva’s written notice with the findings of the inspection. Shire shall pay the full cost of such audit the inspection unless such audit discloses a variance of more the discrepancy is equal to or greater than the greater of (x) ten five percent (105%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000)to Shire’s detriment, in which case, OST case Synageva shall bear pay the full reasonable cost charged by the independent accounting firm for such inspection at the time of such auditpayment of the discrepancy.

Records; Audit. During Xxxxxx shall keep records sufficient, in accordance with generally accepted accounting principles in the Royalty Term United States, to permit verification of the determinations made under this Section 8.2, the calculations of Xxxxxx Net Sales, the Hospital Adjustment Number, the PO/RL Adjustment Number, the Hospital Baseline, the PO/RL Baseline, any Revenue-Based Amounts and any other information required by Section 8.2.1. Such records shall be maintained and made available for five examination in accordance with this Section 8 for at least two (52) years thereafter, OST after the close of the applicable Quarterly Period. Xxxxxx shall keeppermit such records to be examined during normal business hours by independent third party public accountants designated by OraSure and reasonably acceptable to Xxxxxx. Such accountants shall report to OraSure only the amount by which a Revenue-Based Amount due under this Section 8.2. in respect of the audited period was overpaid or underpaid and the basis for such determination, and shall cause its Affiliates make such report simultaneously available to both OraSure and Sublicensees Xxxxxx. In the event an examination of Xxxxxx’x records reveals that a Revenue-Based Amount paid to keepOraSure was less than the amount required to be paid to OraSure under Section 8.2.1 in respect of the audited period, complete Xxxxxx shall promptly pay the amount of such underpayment. In the event that such underpayment amounts to five percent (5%) or more of the total correct amount of the Revenue-Based Amount, Xxxxxx shall also reimburse OraSure for all reasonable out-of-pocket costs of the examination to a maximum amount of twenty thousand dollars ($20,000.00) and accurate records pertaining Xxxxxx shall pay to OraSure interest at a rate per annum equal to the sale lesser of one-half percent (0.5%) per month or other disposition such lower rate as may be required by applicable law from the date on which the Revenue-Based Amount for the audited period was due. In the event an examination of Licensed Product in sufficient detail Xxxxxx’x records reveals that a Revenue-Based Amount paid to permit Advaxis OraSure was more than the amount required to confirm the accuracy of payments due hereunder. Advaxis shall have the right, upon thirty (30) days’ prior written notice be paid to OST, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit OraSure under this Section 7.4 shall not occur more than once 8.2. in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) respect of the payments audited period, OraSure shall credit the amount of the overpayment against amounts otherwise due to OraSure under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such auditAgreement.

Records; Audit. During the Royalty Term and for five (5) […***…] years thereafter, OST Amgen shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Product in sufficient detail to permit Advaxis Xencor to confirm the accuracy of payments due hereunder. Advaxis Xencor shall have the right, upon thirty (30) […***…] days’ prior written notice to OSTAmgen, to cause an independent, certified international public accounting firm reasonably acceptable to OST Amgen to audit such records during OSTAmgen’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.28.2. The audit shall be limited to pertinent records kept by Amgen and its Affiliates and Sublicensees for any year ending not more than [*…***…] months prior to the date of the written notice. An audit under this Section 7.4 8.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis Xencor only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to AdvaxisXencor. The accounting firm shall provide OST Amgen with a copy of any disclosures or reports made to Advaxis Xencor and OST Amgen shall have an opportunity to discuss such disclosures or reports with Advaxis Xencor and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST Amgen subject to the confidentiality and other obligations of Article 1011. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) […***…] days thereafter). Advaxis Xencor shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) […***…]% of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000)Agreement, in which case, OST Amgen shall bear the full cost of such audit.