Common use of Records; Audits Clause in Contracts

Records; Audits. Each Party shall keep or cause to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at the other Party’s expense, to engage an independent certified public accounting firm reasonably acceptable to the first Party, at reasonable times not more than once a year and upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than five (5) years prior to the other Party’s request, the correctness or completeness of any report or payment made under this Agreement. The Party undertaking such audit or examination shall promptly provide a copy of the results thereof to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarter, in which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request therefor.

Records; Audits. Each Party shall keep or cause MPI will maintain complete and accurate records in sufficient detail to be kept such records as are reasonably required permit SGI to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in confirm the United States, accuracy of the amounts due calculation of royalty payments under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall will maintain complete and accurate records in sufficient detail to permit the other PartyParty to confirm the accuracy of all Joint Development Costs and, at except as provided in Section 7.8, any other costs shared by the Parties or other payments made by one Party to the other under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of [***] from the creation of individual records for examination [***] the Party requesting the audit (the “Auditing Party’s expense”), to engage and not more often than [***], by an independent certified public accounting firm accountant selected by the Auditing Party and reasonably acceptable to the first Party being audited (the “Audited Party”), at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the Audited Party pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose the Audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by that Party or completeness the amount of any report payments due by MPI or payment made SGI under this Agreement. The Party undertaking such audit or examination shall promptly provide a copy of Any amounts shown to be [***] within thirty (30) days from the results thereof accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been [***] within sixty (60) days from the other Partyaccountant’s report. The Auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarterowed during the applicable [***] of more than [***], in which case the other Audited Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request therefor[***].

Records; Audits. Each Vertex and its Affiliates will, and will cause their respective Sublicensees to, keep and maintain accurate and complete records regarding Net Sales during the [***]. Company and its Affiliates will, and will require their respective Subcontractors to, keep accurate and complete records regarding all FTE Costs and Out-of-Pocket Costs incurred in connection with the performance of Research Activities and Additional Research Activities in sufficient detail to confirm the accuracy of any payments required under this Agreement, covering the [***]. Upon [***] prior written notice from the other Party shall keep or cause (the “Auditing Party”), the Party required to be kept maintain such records (as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United Statesapplicable, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3“Audited Party”) years following the calendar year to which such records pertain. Each Party shall will permit the other Party, at the other Party’s expense, to engage an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the first Audited Party, at reasonable times to examine the relevant books and records of the Audited Party and its Affiliates and Sublicensees as may be reasonably necessary to verify the royalty reports submitted by Vertex in accordance with Section 5.4.6 or the FTE Costs and Out-of-Pocket Costs reported by Company in accordance with Section 5.8.1 and Section 5.8.2, as applicable. An examination by the Auditing Party under this Section 5.11 will occur not more than once a year [***] and upon reasonable notice, will be limited to examine only those the pertinent books and records as may be necessary to determine, with respect to for any calendar year [***] ending not more than five (5) years prior [***] before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing whether the reports submitted by Vertex or the FTE Costs and Out-of-Pocket Costs submitted by Company, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the other Auditing Party’s request. If the report or information submitted by the Audited Party resulted in an underpayment or overpayment, the correctness Party owing the underpaid or completeness of any report or payment made under this Agreement. The Party undertaking overpaid amount will promptly pay such audit or examination shall promptly provide a copy of the results thereof amount to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance costs and fees of any such audit or examinationconducted by the Auditing Party under this Section 5.11 will be borne by the Auditing Party, unless such audit or examination discloses reveals an underpayment exceeding five of amounts owed to or an overpayment of amounts owed by the Auditing Party of more than [***] percent (5%) of the amount actually due hereunder that was owed by the Audited Party or owed to the Audited Party, as applicable, with respect to any particular calendar quarterthe relevant period, in which case case, the other Audited Party shall bear will reimburse the reasonable, documented cost of Auditing Party for the performance of such audit or examination. The reasonable expense incurred by the Auditing Party whose records are being audited or examined shall promptly pay to in connection with the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause Aptose and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to be kept permit CG to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events, and any amounts invoiced under Section 5.5(e). CG and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit Aptose to confirm the accuracy of the amounts invoiced under Section 5.4. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the end of the calendar year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the results thereof to the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five or overcharge by the audited Party of more than ten percent (510%) of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each ▇▇▇ and its Affiliates and sublicensees will maintain complete and accurate records in sufficient detail to permit Virobay to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Virobay and its Affiliates will maintain complete and accurate records in sufficient detail to permit ▇▇▇ to confirm the accuracy of the calculation of FTEs and Third Party shall keep payments for Development or cause to be kept Manufacturing reimbursed by ▇▇▇ under Section 8.2. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) [* * *] years following from the end of the calendar year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within [* * *] days from the results thereof to accountant’s report, plus interest (as set forth in Section 8.9) from the other Partyoriginal due date. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) by the audited Party of more than [* * *] of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause Oncoheroes and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to be kept permit Allarity to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the calendar year end of the Calendar Year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each Calendar Year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent, such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the results thereof to the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding or overcharge by the audited Party of more than five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party Purdue shall keep or cause maintain complete and accurate books and records in accordance with GAAP (to be kept such records as are reasonably required the extent appropriate) in sufficient detail to determinepermit Transcept to confirm the accuracy of milestones, in a mannersuper royalty payments, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due royalty payments and other compensation payable under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum period of five (5) years from the creation of individual records or any longer period required by Applicable Law. At Transcept’s request, records going back no more than three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at the other Party’s expense, to engage an independent certified public accounting firm reasonably acceptable to the first Party, at reasonable times be available for review not more than once each calendar year (during normal business hours on a year mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Transcept and upon reasonable noticeapproved by Purdue (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to examine only confidentiality and non-use obligations no less stringent than those records as may be set forth in Article 11 for the sole purpose of verifying for Transcept the accuracy of the financial reports furnished by Purdue pursuant to this Agreement or of any payments made by Purdue to Transcept pursuant to this Agreement. Any such auditor shall not disclose Purdue’s Confidential Information to Transcept, except to the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by Purdue or completeness the amount of any report or payment made payments due by Purdue under this Agreement. The Party undertaking such audit Any amounts shown to be owed but unpaid or examination overpaid and in need of reimbursement shall promptly provide a copy of be paid or refunded (as the results thereof to case may be) within [***] after the other Partyaccountant’s report, plus interest (as set forth in Section 7.9) from the original due date. The Party undertaking such audit or examination Transcept shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses reveals an underpayment exceeding five by Purdue of [***] percent (5[***]%) of or more during the amount actually due hereunder with respect to any particular calendar quarterapplicable audit period, in which case the other Party Purdue shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, manner consistent with generally accepted accounting principles in the United StatesStates with respect to JT, and in Japan with respect to Gilead, the amounts sums or credits due under this Agreement and whether or not such Agreement. If either Party is complying requires additional information from the other Party in order to comply with the terms of this Agreement; such records must be kept generally accepted accounting principles in the United States (for a minimum of three JT) or Japan (3) years following for Gilead), then the calendar year to which such records pertain. Each other Party shall permit make its reasonable efforts to provide such information promptly. At the request (and expense) of either Party (the “Auditing Party”), the other Party (the “Audited Party, at the other Party’s expense, to engage ”) and its Affiliates and licensees and Sublicensees shall permit an independent certified public accounting firm accountant appointed by the Auditing Party and reasonably acceptable to the first Audited Party, at reasonable times not more than once a year and in the presence of representatives of the Audited Party, upon reasonable noticenotice and no more frequently than [*] per [*], to examine only those records as may be necessary to determine, with respect to any calendar year [*] ending not more than five (5) [*] years prior to the other such Auditing Party’s request, the correctness or completeness of any report or payment made under this Agreement. The Party undertaking auditor’s reports of any such audit or examination shall promptly provide a copy of the results thereof be (i) limited to information relating to the other PartyProducts, (ii) made available to both Parties, and (iii) subject to Article 13. The Auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examinationaudit, unless such audit or examination discloses an underpayment exceeding five percent (5%) of more than [*] from the amount actually due hereunder with respect to any particular calendar quarterthe Auditing Party. In such case, in which case the other Audited Party shall bear the reasonable, documented cost [*] of the performance of such audit or examinationaudit. The Party whose records are being audited or examined Notwithstanding the foregoing, Schedule 6.2 shall promptly pay govern the Parties’ respective rights and obligations with respect to the other Party the amount audit of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforGeneric Licensees.

Records; Audits. Each Party AMAG shall keep or cause maintain complete and accurate records in sufficient detail to be kept such records as are reasonably required permit Takeda to determineconfirm the accuracy of the Fully Burdened Manufacturing Costs, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due Baseline Materials Cost and [***] Materials Cost under this Agreement and whether or not such Party to verify AMAG’s compliance with Sections 2.1, 3.12 and 7.1(d), and Takeda shall maintain complete and accurate records in sufficient detail to permit AMAG to confirm the accuracy of any amounts paid to Takeda under Section 6.3(b) and to confirm Takeda’s compliance with its obligations under Section 2.2 to provide a Commercial Supply Forecast that is complying reasonably consistent with its projected commercial sales of the terms of this Agreement; Product on a quarterly basis. Upon reasonable prior notice, such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the calendar year to which such creation of individual records pertain. Each Party shall permit the other Partyfor examination, at the other Party’s expensenot more often than once each Fiscal Year, to engage by an independent certified public accounting firm accountant selected by the other Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of such amounts invoiced, AMAG’s compliance with Sections 2.1, 3.12 and 7.1(d), and Takeda’s compliance with Section 2.2. Any such auditor shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness invoices issued by such Party or completeness the amount of any report or payment made payments due by a Party under this Agreement, confirm AMAG’s compliance with Sections 2.1, 3.12 and 7.1(d) or confirm Takeda’s compliance with Section 2.2. Any amounts shown to be owed but unpaid (and not otherwise the subject of a good faith dispute by a Party) shall be paid within [***] from the accountant’s report, plus interest (as set forth in Section 7.2) from the original due date. Any amounts showed to have been overpaid (and not otherwise the subject of a good faith dispute by a Party) will be refunded within [***] from the accountant’s report. The auditing Party undertaking such audit or examination shall promptly provide a copy of the results thereof to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, involving payments of amounts owed hereunder unless such audit or examination discloses an overpayment by the auditing Party or underpayment exceeding five percent (5%) by the audited Party during the applicable Fiscal Year of more than [***] of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause Verrica and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to be kept permit Lytix to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) [***] years following from the calendar year end of the Calendar Year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each Calendar Year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent, such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within [***] days from the results thereof to the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) or overcharge by the audited Party of more than [***] of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause Aptose and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to be kept permit CG to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. CG and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit Aptose to confirm the accuracy of the amounts invoiced under Section 3.4. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the end of the calendar year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the results thereof to the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five or overcharge by the audited Party of more than ten percent (510%) of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause maintain complete and accurate records in sufficient detail to be kept permit the other Party to confirm the accuracy of the calculation of payments to the other Party under this Agreement. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such shall be available during regular business hours of audited Party is complying with the terms of this Agreement; such records must be kept for a minimum period of three (3) years following from the calendar year to which such creation of individual records pertain. Each Party shall permit the other Party, for examination at the other auditing Party’s expense, to engage and not more often than once each Fiscal Year, by an independent certified public accounting firm accountant selected by auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by audited Party or completeness the amount of any report or payment made payments due by audited Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within thirty (30) days from the results thereof to accountant’s report, plus interest (as set forth in Section 8.7 ) from the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually original due hereunder with respect to any particular calendar quarter, in which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8date. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) amounts determined to be fully-creditable against future payments due under this Agreement or (ii) overpaid shall be refunded within thirty (30) days from the accountant’s report. The auditing Party shall bear the full cost of its written request thereforsuch audit unless such audit discloses an underpayment of the amount actually owed during the applicable Fiscal Year of more than 5%, in which case audited Party shall bear the full cost of such audit.

Records; Audits. Each Party shall keep or cause maintain complete and accurate records in sufficient detail to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at Party to confirm the accuracy of the calculation of payments to the other Party under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of [*] from the creation of individual records for examination at auditing Party’s 's expense, to engage and not more often than once each Fiscal Year, by an independent certified public accounting firm accountant selected by auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose audited Party's Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by audited Party or completeness the amount of any report or payment made payments due by audited Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within [*] from the results thereof accountant's report, plus interest (as set forth in Section 8.6) from the original due date. Any amounts determined to be overpaid shall be refunded within [*] from the other Partyaccountant's report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarterowed during the applicable Fiscal Year of more than [*], in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall, and shall keep ensure that its Affiliates and sublicensees shall, maintain complete and accurate records in accordance with U.S. GAAP or cause to be kept such records Japan GAAP, as are reasonably required to determine, in a manner, applicable with respect to the audited Party, and in sufficient detail to permit the other Party to confirm the accuracy of any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether calculations of applicable costs or not such Party is complying with the terms of payments pursuant to this Agreement; . Upon reasonable prior notice, such records must shall be kept available for examination during regular business hours for a minimum period of three five (35) years following from the end of the calendar year to which such records they pertain. Each Party shall permit the other Party, at the other Party’s expenseand not more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the Party requesting the audit and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial calculations, payments or reports, as applicable, furnished by the audited Party pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determineverify the accuracy of the financial calculations, with respect to any calendar year ending not more than five (5) years prior to payments or reports, as applicable, furnished by such audited Party or the other Party’s request, the correctness or completeness amount of any report or payment made payments due under this Agreement. The Party undertaking such audit Any amounts shown to be owed but unpaid or examination miscalculations shown to be made shall promptly provide a copy be paid and/or corrected, as applicable, within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.8) from the original due date or the date of the results thereof to the other Partymiscalculation, as applicable. The Party undertaking such requesting the audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding or miscalculation by the audited Party of more than five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarteror Fifty Thousand Dollars ($50,000) whichever is greater, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause maintain complete and accurate records in sufficient detail to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at Party to confirm the accuracy of the calculation of payments to the other Party under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours of audited Party for a period of * ( * ) years from the creation of individual records for examination at auditing Party’s expense, to engage and not more often than once each Fiscal Year, by an independent certified public accounting firm accountant selected by auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by audited Party or completeness the amount of any report or payment made payments due by audited Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within * ( * ) days from the results thereof accountant’s report, plus interest (as set forth in Section 8.6) from the original due date. Any amounts determined to be overpaid shall be refunded within * ( * ) days from the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarterowed during the applicable Fiscal Year of more than * %, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party of Licensee and C4T shall keep or cause to be kept such records as are reasonably required to determinekeep, in a manner, with respect to any financial records, consistent with generally accepted accounting principles and shall require its Affiliates and Sublicensees (in the United Statescase of Licensee) and (sub)licensees (in the case of C4T) to keep complete, fair and true books of accounts and records for the purpose of determining the amounts due under this Agreement and whether or not such payable to the other Party is complying with the terms of pursuant to this Agreement; such . Such books and records must shall be kept for a minimum of three (3) years at least [*] Calendar Years following the calendar year end of the Calendar Year to which such records they pertain. Each Party of C4T and Licensee shall permit have the right to cause an independent, certified public accountant [*] to the other Party, at the Party to audit such other Party’s expenserecords to confirm Net Sales, to engage an independent certified public accounting firm reasonably acceptable to the first Party, at reasonable times royalties and other payments for a period covering not more than once a year and the [*] Calendar Years. Such audits may be exercised during normal business hours upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than five (5) years prior written notice to the other Party’s requestParty being audited and shall not be conducted more frequently than once annually, provided that [*]. Reasonable adjustments shall be made by the correctness or completeness Parties to reflect the results of any report or payment made under this Agreementsuch audit. The Party undertaking such initiating an audit or examination shall promptly provide a copy of the results thereof to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) by the audited Party of more than [*] of the aggregate amount actually of royalties or other payments due hereunder with respect to under this Agreement for any particular calendar quarterapplicable Calendar Quarter, in which case case, the other audited Party shall bear the reasonable, documented [*] cost of the performance of such audit or examination. The Party whose records are being audited or examined and shall promptly pay remit to the other auditing Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8underpayment. Any overpayment by the audited Party revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) shall be fully-fully creditable against future payment owed by such audited Party to the auditing Party (and if no further payments due under this Agreement or (ii) are due, shall be refunded within thirty (30) days by the auditing Party at the request of its written request thereforthe audited Party).

Records; Audits. Each Party shall keep or cause maintain complete and accurate records in sufficient detail to be kept permit the other Party to confirm the accuracy of the calculation of payments to the other Party under this Agreement. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such shall be available during regular business hours of audited Party is complying with the terms of this Agreement; such records must be kept for a minimum period of three (3) years following from the calendar year to which such creation of individual records pertain. Each Party shall permit the other for examination at auditing Party, at the other Party’s 's expense, to engage and not more often than once each Fiscal Year, by an independent certified public accounting firm accountant selected by auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose audited Party's Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by audited Party or completeness the amount of any report or payment made payments due by audited Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within thirty (30) days from the results thereof to accountant's report, plus interest (as set forth in Section 8.6) from the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually original due hereunder with respect to any particular calendar quarter, in which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8date. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) amounts determined to be fully-creditable against future payments due under this Agreement or (ii) overpaid shall be refunded within thirty (30) days from the accountant's report. The auditing Party shall bear the full cost of its written request thereforsuch audit unless such audit discloses an underpayment of the amount actually owed during the applicable Fiscal Year of more than [*], in which case audited Party shall bear the full cost of such audit.

Records; Audits. Each Party shall keep Ziopharm and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to permit Precigen to confirm the accuracy of (a) the calculation of Operating Profits (or cause Loss) under Section 6.2 (including any Development Credits accrued with respect thereto), (b) the Sublicensing Income payments under Section 6.4, (c) the calculation of royalty payments under Section 6.5 and (d) the calculation of any Makeup Payments under Section 6.7. Precigen and its Affiliates will maintain complete and accurate records in reasonably sufficient detail to be kept permit Ziopharm to confirm the accuracy of (i) the calculation of Development Costs or Operating Profits (or Loss) under Section 6.2, (ii) the Licensing Income payments under Section 6.6(a), (iii) the calculation of royalty payments under Section 6.6(b) and (iv) the calculation of any Makeup Payments under Section 6.7. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must shall be kept available during regular business hours for a minimum period of three (3) years following from the end of the calendar year to which such records pertain. Each Party shall permit the other Partythey pertain for examination, at the other Party’s expensenot more often than once each calendar year, to engage by an independent certified public accounting firm accountant selected by the auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not more than once a year and upon reasonable noticedisclose the audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party’s request, the correctness or completeness of any report or payment made Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the results thereof to the other Partyaccountant’s report. The auditing Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five or overcharge by the audited Party of more than [***] percent (5[***]%) of the amount actually due hereunder with respect to any particular calendar quarterdue, in which case the other audited Party shall bear the reasonable, documented full cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) be fully-creditable against future payments due under this Agreement or (ii) refunded within thirty (30) days of its written request thereforaudit.

Records; Audits. Each Party shall keep or cause maintain complete and accurate records in sufficient detail to be kept permit the other Party to confirm the accuracy of the calculation of payments to the other Party under this Agreement. Upon reasonable prior notice, such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such shall be available during regular business hours of audited Party is complying with the terms of this Agreement; such records must be kept for a minimum period of three (3) years following from the calendar year to which such creation of individual records pertain. Each Party shall permit the other Party, for examination at the other auditing Party’s expense, to engage and not more often than once each Fiscal Year, by an independent certified public accounting firm accountant selected by auditing Party and reasonably acceptable to the first audited Party, at reasonable times for the sole purpose of verifying the accuracy of the financial reports furnished pursuant to this Agreement. Any such auditor shall not more than once a year and upon reasonable noticedisclose audited Party’s Confidential Information, except to examine only those records as may be the extent such disclosure is necessary to determine, with respect to any calendar year ending not more than five (5) years prior to verify the other Party’s request, accuracy of the correctness financial reports furnished by audited Party or completeness the amount of any report or payment made payments due by audited Party under this Agreement. The Party undertaking such audit or examination Any amounts shown to be owed but unpaid shall promptly provide a copy of be paid within thirty (30) days from the results thereof to accountant’s report, plus interest (as set forth in Section 8.6) from the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually original due hereunder with respect to any particular calendar quarter, in which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to Section 5.8date. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, (i) amounts determined to be fully-creditable against future payments due under this Agreement or (ii) overpaid shall be refunded within thirty (30) days from the accountant’s report. The auditing Party shall bear the full cost of its written request thereforsuch audit unless such audit discloses an underpayment of the amount actually owed during the applicable Fiscal Year of more than [ * ], in which case audited Party shall bear the full cost of such audit.