Common use of Records; Audits Clause in Contracts

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three (3) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results of the audit. Such accountant shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, Deliverables developed and sold, and sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results of the audit. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) […***…] for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) […***…] per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) […***…] for any twelve (12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. If the inspection shows any overpayment by LICENSEE, UNIVERSITY shall promptly credit such amount to any royalties that may be owed by LICENSEE to UNIVERSITY in the future.

Records; Audits. (a) LICENSEE BAC shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, sold. BAC shall also keep accurate and sold, and sublicense fees correct records of all royalties received under this Agreementon account of Products sold by non-Affiliates where BAC receives a royalty or other cash payment on Product sales. Such records shall be retained by LICENSEE BAC for at least three (3) years following a given reporting period. (b) All records described in Section 3.2(a) shall be available during normal business hours for inspection at the expense of UNIVERSITY Geron by an independent a certified public accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Geron and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results of the auditpayments due. Such accountant inspector shall not disclose to UNIVERSITY Geron any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issuesAgreement, and shall sign a reasonably acceptable confidentiality agreement with BAC obligating such inspector to retain such information in confidence pursuant to such confidentiality agreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE BAC shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Geron had the LICENSEE BAC reported correctly, plus an interest charge at a rate of ten percent rate per annum 300 basis points over the “prime rate” (10%as announced by Bank of America or any successor thereto) per yearin effect on the date such overdue amount was originally required to be paid. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Geron up to the date when such payment is actually made by LICENSEEBAC or an Affiliate. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE BAC shall pay the difference within thirty (30) days without interest charge or inspection cost. (c) BAC acknowledges and agrees that, due to the unique nature of the records subject to audit under Section 3.2(b), Geron would be incapable of verifying reports and payments made by BAC pursuant to this Agreement without access to such records, that there may be no adequate remedy at law for any breach of BAC’s obligations under Section 3.2(b), and therefore, that upon any breach thereof by BAC, Geron shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.

Records; Audits. (a) LICENSEE Asterias shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, sold. Asterias shall also keep accurate and sold, and sublicense fees correct records of all royalties received under this Agreementon account of Products sold by non-Affiliates where Asterias receives a royalty or other cash payment on Product sales. Such records shall be retained by LICENSEE Asterias for at least three (3) years following a given reporting period. (b) All records described in Section 3.2(a) shall be available during normal business hours for inspection at the expense of UNIVERSITY Geron by an independent a certified public accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Geron and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results of the auditpayments due. Such accountant inspector shall not disclose to UNIVERSITY Geron any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issuesAgreement, and shall sign a reasonably acceptable confidentiality agreement with Asterias obligating such inspector to retain such information in confidence pursuant to such confidentiality agreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE Asterias shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Geron had the LICENSEE Asterias reported correctly, plus an interest charge at a rate of ten percent rate per annum 300 basis points over the “prime rate” (10%as announced by Bank of America or any successor thereto) per yearin effect on the date such overdue amount was originally required to be paid. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Geron up to the date when such payment is actually made by LICENSEEAsterias or an Affiliate. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE Asterias shall pay the difference within thirty (30) days without interest charge or inspection cost. (c) Asterias acknowledges and agrees that, due to the unique nature of the records subject to audit under Section 3.2(b), Geron would be incapable of verifying reports and payments made by Asterias pursuant to this Agreement without access to such records, that there may be no adequate remedy at law for any breach of Asterias’ obligations under Section 3.2(b), and therefore, that upon any breach thereof by Asterias, Geron shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.

Records; Audits. (a) LICENSEE Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, Net Sales and sold, and sublicense fees received such records as are necessary to determine the amounts due to Cornell under this Agreement. Such records shall be retained by LICENSEE Licensee for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours upon a mutually agreeable date and time and with at least fifteen (15) business days’ advance written notice to Licensee for inspection inspection, at the expense of UNIVERSITY Cornell, by an independent public accountant Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Cornell and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY Cornell any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under undisputed under-reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE Licensee shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Cornell had the LICENSEE Licensee reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Cornell up to the date when such payment is actually made by LICENSEELicensee. For any undisputed underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE Licensee shall pay the difference within thirty (30) days without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3(c).

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, keep accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY's Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. Any overpayments shall be credited to LICENSEE’s royalty obligations for the next royalty period.

Records; Audits. (a) LICENSEE Collaborator shall keep, maintain complete and shall require its Affiliates and Sublicensees accurate records in sufficient detail to keep, accurate and correct records permit Affymax to confirm the accuracy of all Licensed Products manufactured, used, and sold, and sublicense fees received the calculation of royalty payments under this Agreement. Such Upon reasonable prior notice, such records shall be retained by LICENSEE available during regular business hours of Collaborator for at least a period of three (3) years following a given reporting period. (b) All from the creation of individual records shall be available during normal business hours for inspection examination at the expense of UNIVERSITY Affymax’ expense, and not more often than once each calendar year, by an independent certified public accountant selected by UNIVERSITY Affymax and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement Collaborator, for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results accuracy of the auditfinancial reports furnished by Collaboration pursuant to this Agreement. Such accountant Any such auditor shall not disclose [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to UNIVERSITY any information other than information relating Rule 406 of the Securities Act of 1933, as amended. Collaborator’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports and furnished by Collaborator or the amount of payments made due by Collaborator under this Agreement or other compliance issuesAgreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable Any amounts shown to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest be owed but unpaid shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference paid within thirty (30) days without from the accountant’s report, plus interest charge or inspection cost(as set forth in Section 8.7) from the original due date. Any amounts determined to be overpaid shall be refunded within thirty (30) days from the accountant’s report. Affymax shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed during the applicable calendar year of more than [ * ] in which case Collaborator shall bear the full cost of such audit.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, offered for sale, and sublicense fees imported and Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE for at least three (3) years [**] following a given reporting periodthe calendar year to which they pertain. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement (which Certified Public Accountant shall be required to enter into a reasonable and customary confidentiality agreement with LICENSEE) for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall provide a report of its findings to UNIVERSITY and LICENSEE and shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five [**] percent (5[**]%) for any twelve (12) month [**] period, then LICENSEE shall pay the reasonable documented, out-of-pocket cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten [**] percent (10[**]%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five [**] percent (5[**]%) for any twelve (12) month [**] period, LICENSEE shall pay the difference within thirty (30) days [**] without interest charge or inspection cost. In the event that any such inspection shows an overpayment by LICENSEE, the amount of such overpayment shall, at LICENSEE election, be credited to LICENSEE.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY's Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. (c) UNIVERSITY may provide the UOS with all financial information obtained from LICENSEE under Paragraph 4.2 hereof to the extent required under the IIA, and if such information is provided to the UOS, UNIVERSITY will require that the UOS not disclose it to third parties.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All Upon five (5) business days prior notice to LICENSEE all records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. UNIVERSITY may only conduct one such audit per calendar year.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY LICENSORS by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. If the audit reveals an aggregate overpayment by LICENSEE, the overpayment will be credited by LICENSEE against future royalty payment or other monetary obligations.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees paid and received under this Agreement. Such records shall be retained by LICENSEE for at least three (3) years [***] following a given reporting period. (b) All Subject to entry of commercially reasonable confidentiality agreements between the Parties and any audit firm, all records shall be available during normal business hours for inspection at the expense of UNIVERSITY Cornell by an independent public accountant Cornell’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Cornell and in compliance with the other terms of this Agreement [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. for the sole purpose of verifying reports and payments; such accountant shall payments or other compliance issues. Such access need not be retained on a contingency-fee basis given to any such set of records more often than once each calendar year or on more than [***] after the date of any other terms by which the accountant’s compensation depends on the results of the auditreport to be audited. Such accountant inspector shall not disclose to UNIVERSITY Cornell any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period[***], then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year[***]. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month [***] period, LICENSEE shall pay the difference within thirty (30) days [***] without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3(c).

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on payments or other compliance issues no more than one time for each annual period. If LICENSEE rejects three choices of CPAs suggested by UNIVERSITY, then UNIVERSITY may choose a contingency-fee basis or on any other terms CPA without concurrence by which the accountant’s compensation depends on the results of the auditLICENSEE. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) [***] for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) [***] per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) [***] for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (ai) LICENSEE TRIGR shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, complete and accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received sold under this Agreement. Such records shall be retained by LICENSEE TRIGR for at least three (3) years following a given reporting period. (bii) All TRIGR shall keep, and shall requires its Affiliates and sublicensees to keep, complete and accurate books and records used in the determination of all Net Sales, payments and deliveries of the Products to third parties for a period of three (3) years following a given reporting period. Upon thirty (30) days’ prior notice to TRIGR all records shall be made available by TRIGR to ABL during normal business hours for inspection at the expense of UNIVERSITY ABL by an independent public accountant ABL’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY ABL and reasonably acceptable to LICENSEE TRIGR and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results accuracy of the auditroyalty reports, sublicensing report, and other payments hereunder. TRIGR shall provide all books and records necessary for the inspecting party to determine Net Sales and calculate payments due to ABL under this Agreement. Such accountant inspector shall not disclose to UNIVERSITY ABL any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that If any such inspection shows an under reporting and underpayment in excess of more than five percent (5%) for any twelve twelve-month (12-month) month period, and such underpayment is not disputed by TRIGR in good faith, then LICENSEE TRIGR shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY ABL had the LICENSEE TRIGR reported correctly, plus an interest charge at a rate of ten percent (10%) per yearyear (pro-rated for any shorter period). Such interest shall be calculated from the date the correct payment was due to UNIVERSITY ABL up to the date when such payment is actually made by LICENSEETRIGR. For any undisputed underpayment not in excess of more than five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE TRIGR shall pay the difference within thirty (30) days without interest charge or inspection cost. ABL may conduct such inspections no more than once per calendar year.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees paid and received under this Agreement. Such records shall be retained by LICENSEE for at least three (3) years [***] following a given reporting period. (b) All Subject to entry of commercially reasonable confidentiality agreements between the Parties and any audit firm, all records shall be available during normal business hours for inspection at the expense of UNIVERSITY Cornell by an independent public accountant Cornell’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Cornell and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall payments or other compliance issues. Such access need not be retained on a contingency-fee basis given to any such set of records more often than once each calendar year or on more than [***] after the date of any other terms by which the accountant’s compensation depends on the results of the auditreport to be audited. Such accountant inspector shall not disclose to UNIVERSITY Cornell any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period[***], then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year[***]. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month [***] period, LICENSEE shall pay the difference within thirty (30) days [***] without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3(c).

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All Upon five (5) business days prior notice to LICENSEE all records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within Final License Navidea_UCSD_ WWS 2014-07-11 - 15 - thirty (30) days without interest charge or inspection cost. UNIVERSITY may only conduct one such audit per calendar year.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY's Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. Any overpayment shall be credited against amounts due UNIVERSITY in the next report, without interest.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees paid and received under this Agreement. Such records shall be retained by LICENSEE for at least three (3) years [***] following a given reporting period. (b) All Subject to entry of commercially reasonable confidentiality agreements between the Parties and any audit firm, all records shall be available during normal business hours for inspection at the expense of UNIVERSITY Cornell by an independent public accountant Cornell’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE Cornell and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall payments or other compliance issues. Such access need not be retained on a contingency-fee basis given to any such set of records more often than once each calendar year or on more than [***] after the date of any other terms by which the accountant’s compensation depends on the results of the auditreport to be audited. Such accountant inspector shall not disclose to UNIVERSITY Cornell any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month [***] period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY Cornell had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year[***]. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY Cornell up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month [***] period, LICENSEE shall pay the difference within thirty (30) days [***] without inspection cost but with interest charge or inspection costper the provisions of Paragraph 4.3 (c).

Records; Audits. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense Sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on payments or other compliance issues no more than one time for each annual period. If LICENSEE rejects three choices of CPAs suggested by UNIVERSITY, then UNIVERSITY may choose a contingency-fee basis or on any other terms CPA without concurrence by which the accountant’s compensation depends on the results of the auditLICENSEE. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) [***] for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) [***] per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) [***] for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, Final_Amended_Agreement Navidea_UCSD_WWS_2014_07_11 - 15 - accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All Upon five (5) business days prior notice to LICENSEE all records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms by which the accountant’s compensation depends on the results of the auditcompliance issues. Such accountant inspector shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve twelve-month (12-month) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve twelve-month (12-month) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. UNIVERSITY may only conduct one such audit per calendar year.

Records; Audits. (a) LICENSEE shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received under this Agreement. Such records shall be retained by LICENSEE for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY by an independent public accountant a Certified Public Accountant selected by UNIVERSITY UNIVERSITY, and reasonably acceptable to LICENSEE LICENSEE, and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results of the audit. Such accountant inspector shall be bound to hold all information in confidence and shall not disclose to UNIVERSITY any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection cost. In the event of any overpayment, UNIVERSITY shall credit, against future amounts payable by LICENSEE, any amounts paid by LICENSEE in excess of the amount of the correct payment due LICENSEE.

Records; Audits. (a) LICENSEE shall keepCutia shall, and shall require cause its Affiliates and Sublicensees their respective sublicensees to, maintain complete and accurate records in accordance with Accounting Standards and in sufficient detail to keep, accurate permit Foamix to confirm the accuracy of the calculation of royalty payments and correct records the achievement of all Licensed Products manufactured, used, the milestone event. All payments and sold, and sublicense fees received other amounts under this AgreementAgreement shall be accounted for in accordance with Accounting Standards. Such Upon reasonable prior notice, such records shall be retained by LICENSEE available for at least examination during regular business hours for a period of three (3) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at from the expense end of UNIVERSITY the Fiscal Year to which they pertain, and not more often than once each Fiscal Year, by an independent certified public accountant selected by UNIVERSITY Foamix and reasonably acceptable to LICENSEE and in compliance with the other terms of this Agreement Cutia, for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis or on any other terms by which the accountant’s compensation depends on the results accuracy of the auditfinancial reports furnished by Cutia pursuant to this Agreement and any payments with respect thereto. Such accountant Any such auditor shall not disclose Cutia’s Confidential Information, except to UNIVERSITY any information other than information relating the extent 222330578 v11 such disclosure is necessary to verify the accuracy of the financial reports and furnished by Cutia or the amount of payments made due under this Agreement or other compliance issuesAgreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the reasonable cost of the audit as well as any additional sum that would have been payable Any amounts shown to UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest be owed but unpaid shall be calculated from the date the correct payment was due to UNIVERSITY up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference paid within thirty (30) days without from the accountant’s report, plus interest charge (as set forth in Section 8.6) from the original due date. Any amount overpaid by Cutia shall be returned to Cutia within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.6) from the original payment date. Foamix shall bear the full cost of such audit; provided, however, if the audit discovers that the royalties payable by Cutia for such period are more than one hundred ten percent (110%) of the royalties actually paid for such period, then Cutia shall pay the reasonable fees and expenses of such audit. (b) Foamix shall, and shall cause its Affiliates to, maintain complete and accurate records in accordance with Accounting Standards and in sufficient detail to permit Cutia to confirm the accuracy of the calculation of the Manufacturing Cost of the Licensed Products. All such amounts under this Agreement shall be accounted for in accordance with Accounting Standards. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of three (3) years from the end of the Fiscal Year to which they pertain, and not more often than once each Fiscal Year, by an independent certified public accountant selected by Cutia and reasonably acceptable to Foamix, for the sole purpose of verifying the accuracy of the Manufacturing Cost of the Licensed Products furnished by Foamix. Any such auditor shall not disclose Foamix’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the Manufacturing Cost of the Licensed Products furnished by Foamix. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.6) from the original due date. Any amount overpaid by Cutia shall be returned to Cutia within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.6) from the original payment date. Cutia shall bear the full cost of such audit; provided, however, if the audit discovers that the Manufacturing Cost furnished by Foamix over the course of a Fiscal Year is more than one hundred ten percent (110%) of the Manufacturing Cost actually incurred in such Fiscal Year, then Foamix shall pay the reasonable fees and expenses of such audit. (c) Foamix shall, and shall cause its Affiliates and its and their respective employees, agents and contractors, maintain complete and accurate records with respect to Foamix’s pharmacovigilance-related obligations set forth in Section 5.8. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of three (3) years from the end of the Fiscal Year to which they pertain, and not more often than once each Fiscal Year, by Cutia or inspection costits designee that is reasonably acceptable to Foamix, for the sole purpose of ensuring compliance with NMPA and other Regulatory Authority regulations. Any such records shall be deemed Confidential Information of Foamix.

Records; Audits. (a) LICENSEE ADVENTRX shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees Sublicense Fees received under this Agreement. Such records shall be retained by LICENSEE ADVENTRX (and its Affiliates and Sublicensees) for at least three five (35) years following a given reporting period. (b) All records shall be available during normal business hours for inspection at the expense of UNIVERSITY SD PHARMA by an independent public accountant SD PHARMA’s Internal Audit Department or by a Certified Public Accountant selected by UNIVERSITY and reasonably acceptable to LICENSEE SD PHARMA and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments; such accountant shall not be retained on a contingency-fee basis payments or on any other terms compliance issues, by which providing ten (10) business days written notice to ADVENTRX (or its Affiliates and Sublicensees, as the accountant’s compensation depends on the results of the auditcase may be). Such accountant inspector shall not disclose to UNIVERSITY SD PHARMA any information other than information relating to the accuracy of reports and payments made under this Agreement or other compliance issues. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5[***]%) for any twelve (12) month 12)-month period, then LICENSEE ADVENTRX (or its Affiliates and Sublicensees, as the case may be) shall pay the reasonable cost of the audit audit. In all events, ADVENTRX (or its Affiliates and Sublicensees, as well as the case may be) shall promptly pay any additional sum that would have been payable to UNIVERSITY SD PHARMA had the LICENSEE ADVENTRX (or its Affiliates and Sublicensees, as the case may be) reported correctly, plus an interest charge at a rate of ten percent (10[***]%) per year. Such interest shall be calculated from the date the correct payment was due to UNIVERSITY SD PHARMA up to the date when such payment is actually made by LICENSEE. For underpayment not in excess of five percent (5%) for any twelve (12) month period, LICENSEE shall pay the difference within thirty (30) days without interest charge or inspection costpaid.