Common use of Records; Audits Clause in Contracts

Records; Audits. NSC shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC shall bear the full cost of such audit.

Records; Audits. NSC During the Term and for a period of [***] thereafter, VirBio shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Licensed Product and payment of Sublicense Fees Products in sufficient detail to permit LICENSOR Xencor to confirm the accuracy of all sales milestone and royalty payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Xencor shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC VirBio to audit such records to confirm gross receipts, Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending a period covering not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreementpreceding [***]. Such audits may be exercised no more than [***] during normal business hours upon reasonable [***] prior written notice to NSCVirBio; provided, that, in the event of a good faith “for cause” audit such [***] notice shall not be required. If any Any such auditor shall first execute a confidentiality agreement with VirBio in customary form and shall not disclose VirBio’s confidential information to Xencor, except to the extent necessary to verify the accuracy of the financial reports and payments provided by VirBio to Xencor under this Agreement. No accounting period of VirBio shall be subject to audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiencymore than one time by Xencor. Payment Adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary Parties to reflect the results of such audit. LICENSOR Xencor shall bear the full cost of such audit unless such audit discloses a shortfall an underpayment by VirBio of more than ten percent (10%) from [***] of the actual amount of any payment royalty payments due under this AgreementAgreement computed on an annual basis, in which case, NSC VirBio shall bear the full cost of such audit and shall promptly remit to Xencor the amount of any underpayment, plus interest calculated in accordance with Section 6.2. With respect to any overpayment by VirBio revealed by such audit, VirBio may credit the amount of such overpayment against any subsequent payment due to Xencor.

Records; Audits. NSC Cerecor shall keep complete or cause its Affiliates to keep 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; such records must be kept for a minimum of three (3) years following the Calendar Year to which such records pertain. At the request (and accurate records pertaining expense) of Avadel, Cerecor shall permit Avadel to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail engage an independent certified public accounting firm reasonably acceptable to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no Cerecor, at reasonable times not more than once in any calendar yeara year and upon reasonable notice, LICENSOR shall have the right to cause an independentexamine only those records as may be necessary to determine, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year Calendar Year ending not more than three (3) years prior to Avadel’s request, the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use correctness or disclose completeness of any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR royalty report or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable payment made under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination Avadel shall reveal promptly provide a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement copy of the results of the any such audit or examination to NSC and LICENSORCerecor. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Avadel shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses a shortfall by more than ten an underpayment exceeding [***] percent (10[***]%) from of the actual amount actually due hereunder with respect to any particular Calendar Year, in which case Cerecor shall bear the reasonable, documented cost of the performance of such audit or examination. Cerecor shall promptly pay to Avadel the amount of any payment due underpayment of royalties revealed by such an examination and review. Any overpayment by Cerecor of royalties or any other amount paid to Avadel revealed by ans examination and review shall, in Cerecor’s sole discretion, (i) be fully-creditable against future payments under this Agreement, in which case, NSC shall bear the full cost Agreement or (ii) refunded to Cerecor within thirty (30) Calendar Days of such auditits request.

Records; Audits. NSC Cerecor shall keep complete or cause its Affiliates to keep 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; such records must be kept for a minimum of three (3) years following the Calendar Year to which such records pertain. At the request (and accurate records pertaining expense) of Avadel, Cerecor shall permit Avadel to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail engage an independent certified public accounting firm reasonably acceptable to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no Cerecor, at reasonable times not more than once in any calendar yeara year and upon reasonable notice, LICENSOR shall have the right to cause an independentexamine only those records as may be necessary to determine, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year Calendar Year ending not more than three (3) years prior to Avadel’s request, the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use correctness or disclose completeness of any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR royalty report or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable payment made under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination Avadel shall reveal promptly provide a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement copy of the results of the any such audit or examination to NSC and LICENSORCerecor. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Avadel shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses a shortfall by more than ten an underpayment exceeding [*] percent (10[*]%) from of the actual amount actually due hereunder with respect to any particular Calendar Year, in which case Cerecor shall bear the reasonable, documented cost of the performance of such audit or examination. Cerecor shall promptly pay to Avadel the amount of any payment due underpayment of royalties revealed by such an examination and review. Any overpayment by Cerecor of royalties or any other amount paid to Avadel revealed by ans examination and review shall, in Cerecor’s sole discretion, (i) be fully-creditable against future payments under this Agreement, in which case, NSC shall bear the full cost Agreement or (ii) refunded to Cerecor within thirty (30) Calendar Days of such auditits request.

Records; Audits. NSC Licensee shall keep complete full, true and accurate records pertaining and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all royalty payments and other amounts due to Licensor hereunder (including records of Net Sales), during the sale Term and for two (2) years thereafter or such longer period as required by Applicable Laws. Licensor shall have a right to request one audit of Licensed Product and payment of Sublicense Fees Licensee in sufficient detail to permit LICENSOR each Calendar Year throughout the Term in order to confirm the accuracy of payments due hereunderthe foregoing (an “Audit”); provided, that, such one audit per Calendar Year limitation shall not apply in the event of any subsequent “for cause” audit. Upon the written request by Licensor to NSC by LICENSOR and no more than once in any calendar yearAudit Licensee, LICENSOR Licensor shall have the right to cause engage an independent, certified public accountant internationally recognized accounting firm reasonably acceptable to NSC Licensee and which will be subject to audit appropriate written obligations of confidentiality, to perform a review as is reasonably necessary to enable such records accounting firm to calculate or otherwise confirm Net Sales and royalty payments and payments with respect the accuracy of any of the foregoing for the Calendar Year(s) requested by Licensor. Licensee, shall make personnel reasonably available during regular business hours to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, answer queries on all such information as confidential books and not records required for the purpose of the Audit. The accountants shall deliver a copy of their findings to use or disclose any such information for any purpose except to determine compliance with this Agreement For each of the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made Parties within ten (10) days following announcement Business Days of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to Licensor within five (5) Business Days of notification of the results of the audit to NSC and LICENSORsuch Audit. The parties Any overpayments made by Licensee shall promptly make any adjustments necessary to reflect be refunded by Licensor within five (5) Business Days of notification of the results of such auditAudit. LICENSOR The cost of the accountants shall be the responsibility of Licensor unless the accountants’ calculation shows that the actual royalties payable, Net Sales and/or any other applicable amount Audited hereunder (in the aggregate with respect to the entire period audited) to be different, by more than [*CONFIDENTIAL*], than the amounts as paid and reported by Licensee for the period subject to the Audit, in which case Licensee shall bear the full cost costs of the accountants. Any information obtained during such audit unless shall be treated as Confidential Information. In the event that Licensor has a good faith basis, which shall be shared with Licensee, for believing that a Sublicensee of Licensee is not accurately reporting Net Sales (and thus that Licensee is not making appropriate royalty payments hereunder), then at Licensor’s request, Licensee shall enforce its audit rights with respect to any such audit discloses a shortfall by more than ten percent (10%) from Sublicensee and Licensee shall report back to Licensor regarding the actual amount outcome of any payment due under this Agreement, in which case, NSC shall bear the full cost of such audit.

Records; Audits. NSC Licensee shall keep complete keep, and accurate require its Affiliates and Sublicensees to keep, complete, fair and true books of accounts and records pertaining for the purpose of determining the amounts payable to Duality pursuant to this Agreement. Such books and records shall be kept for at least [***] Years following the sale end of Licensed Product and payment of Sublicense Fees in sufficient detail the Calendar Year to permit LICENSOR to confirm the accuracy of payments due hereunderwhich they pertain. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Duality shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Licensee to audit such records to confirm Net Sales Sales, royalties and royalty other payments for a period covering not more than the preceding [***] Years; provided that (a) such audit shall not be more frequent than once in any [***] month period, and payments (b) once such accountant has conducted a review and audit of any records pursuant to this Section 9.5 in respect of any given period, it may not subsequently re-inspect such records with respect to Sublicense Fees such period, unless, in each case of (a) and (b), for any calendar year ending not more than three (3) years prior cause. Prior to the date LICENSOR requests such audit LICENSOR agrees to treatengagement by an independent, and to cause certified public accountant, such accountant must have executed and delivered to treatLicensee and its Affiliates a confidentiality agreement as reasonably requested by Licensee, all which will include provisions limiting such information as confidential accountant’s disclosure to Duality to only the results and not to use or disclose any basis for such information for any purpose except to determine compliance with this Agreement For the avoidance results of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreementinspection. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCLicensee. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment Prompt adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary Parties to reflect the results of such audit. LICENSOR Duality shall bear the full cost of such audit unless such audit discloses a shortfall an underpayment by Licensee of more than ten percent (10%) from [***] of the actual amount of any payment royalties or other payments due under this AgreementAgreement for any applicable Calendar Quarter, in which case, NSC Licensee shall bear the full cost of such auditaudit and shall promptly remit to Duality the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be fully-creditable against future payment owed by Licensee to Duality (and if no further payments are due, shall be refunded by Duality at the request of Licensee). Any underpayment by Licensee identified by an audit shall not be subject to Section 9.6.

Records; Audits. NSC (a) Monogram shall, and shall cause its Affiliates and sublicensees to, provide to Pfizer the reports identified in Annex G, and keep complete accurate books and accurate records pertaining related thereto. Monogram shall permit Pfizer, by independent qualified public accountants employed by Pfizer and reasonably acceptable to Monogram, to examine such books and records at any reasonable time following the sale rendering of Licensed Product any corresponding reports, accountings and payment of Sublicense Fees payments provided by Monogram hereunder. Such accountants may be required by Monogram to enter into a reasonably acceptable confidentiality agreement, and in sufficient detail no event shall such accountants disclose to permit LICENSOR Pfizer any information other than such as relates to confirm the accuracy of reports and payments made or due hereunder. Upon written request to NSC The opinion of such accountants regarding such reports, accountings and payments shall be binding on the Parties, other than in the case of manifest error. Pfizer shall bear the cost of any such examination; provided that if such examination shows an overpayment by LICENSOR and no Pfizer of more than once [*]% for the applicable period (for purposes of such calculation, differences, if any, between Costs of Services Estimates and Costs of Services Reconciliations delivered in accordance with Section 3.5(b) shall be disregarded), then Monogram shall promptly reimburse Pfizer for all costs incurred in connection with such examination. Monogram shall promptly re-pay to Pfizer any calendar yearamounts of any overpayments of amounts revealed by an examination (including interest payable in accordance with Section 6.4), LICENSOR and Pfizer shall promptly pay to Monogram any amounts of any underpayments of amounts revealed by an examination (without any interest). (b) Upon Pfizer’s reasonable request, Pfizer shall have the right to cause conduct an independent, certified public accountant reasonably acceptable quality-assurance audit in accordance with Pfizer’s quality-assurance policies then in effect. Pfizer shall be permitted to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests conduct such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other no more frequently than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC shall bear the full cost of such auditonce every [*].

Records; Audits. NSC shall keep a) Licensee will maintain, and cause its sublicensees to maintain, complete and accurate books and records pertaining that enable the consideration payable hereunder to be verified. The records for each calendar quarter shall be maintained for five (5) years after the sale submission of Licensed Product and payment of Sublicense Fees in sufficient detail each report under Section 3.4 hereof. b) Upon reasonable prior notice to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar yearLicensee, LICENSOR shall have the right to cause an Rice or its appointed independent, certified public accountant reasonably acceptable accountants shall have access to NSC such books and records relating to Adjusted Gross Sales as necessary to conduct a review or audit such records of Adjusted Gross Sales. Such access shall be available to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending Rice during normal business hours, not more than three (3) years prior to once each calendar year of the date LICENSOR requests such audit LICENSOR agrees to treatTerm of this Agreement, and to cause such accountant to treat, all such information as confidential and not to use once a year for three years after the expiration or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance termination of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. If an audit of Licensee’s records indicate that Licensee has underpaid royalties by five percent (5%) or more, Licensee will pay the costs and expenses incurred by Rice and its accountants, if any, in connection with the review or audit. c) Upon reasonable notice to Licensee, Rice may request Licensee conduct a review or audit of its sublicensees by an accountant approved by Rice. Licensee shall require sublicensee, upon reasonable prior notice, to provide such accountant access to sublicensee’s books and records relating to Net Sales as necessary to conduct a review or audit of Net Sales. Such audits may access shall be exercised available to Rice during normal business hours upon reasonable prior written notice to NSChours, not more than once each calendar year of the Term of this Agreement, and once a year for three years after the expiration or termination of this Agreement. If any an audit of Licensee’s or examination shall reveal a deficiency sublicensee’s records indicate that Licensee has underpaid royalties by five percent (5%) or more, Licensee or its sublicensees will pay the costs and expenses incurred by Rice and its accountants, if any, in connection with the review or audit. d) Whenever Licensee has its books and records audited by an independent certified public accountant, Licensee shall, within thirty (30) days of any payment due, NSC shall make payment to LICENSOR the conclusion of such deficiency. Payment shall be made within ten (10) days following announcement of the results audit, provide Rice with a copy of the audit report or that portion of the audit report that relates to NSC Royalties and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC shall bear the full cost of such auditNon Sale-Based Sublicense Consideration.

Records; Audits. NSC Proteonomix shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR the Licensor to confirm the accuracy of payments due hereunder. Upon written request to NSC Proteonomix by LICENSOR the Licensor and no more than once in any calendar year, LICENSOR the Licensor shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Proteonomix to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests the Licensor request such audit LICENSOR agrees the Licensor agree to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC Proteonomix shall not be obligated to provide LICENSOR the Licensor or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCProteonomix. If any audit or examination shall reveal a deficiency of any payment due, NSC Proteonomix shall make payment to LICENSOR the Licensor of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC Proteonomix and LICENSORthe Licensor. The parties Parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR The Licensor shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC Proteonomix shall bear the full cost of such audit.

Records; Audits. NSC PROTEONOMIX shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC PROTEONOMIX by LICENSOR and no more than once in any calendar year, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC PROTEONOMIX to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit audit. LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC PROTEONOMIX shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCPROTEONOMIX. If any audit or examination shall reveal a deficiency of any payment due, NSC PROTEONOMIX shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC PROTEONOMIX and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC PROTEONOMIX shall bear the full cost of such audit.

Records; Audits. NSC Alteon shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR OXIS to confirm the accuracy of payments due hereunder. Upon written request to NSC Alteon by LICENSOR OXIS, and no more than once in any calendar year***, LICENSOR OXIS shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Alteon to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR OXIS requests such audit LICENSOR audit. OXIS agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC Alteon, its Affiliates and Sublicensees shall not be obligated to provide LICENSOR OXIS or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCAlteon. If any audit or examination shall reveal a deficiency of any payment due, NSC Alteon shall make payment to LICENSOR OXIS of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC Alteon and LICENSOROXIS. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR OXIS shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) *** from the actual amount of any payment due under this Agreement, in which case, NSC Alteon shall bear the full cost of such audit.

Records; Audits. NSC (a) KVK shall keep and shall ensure that its Affiliates and its and their respective sublicensees, maintain complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR KemPharm to confirm the accuracy of the calculation of Net Loss and/or Net Profit Share payments due hereunderand the achievement of the sales milestone events, and KVK shall provide reconciliations of gross sales to net sales and cost of goods sold, detailing any adjustments made by KVK as a result of its application of OCBOA. All payments and other amounts under this Agreement shall be accounted for in accordance with U.S. GAAP. Upon written request reasonable prior notice, such records shall be available for examination during regular business hours for a period of [*] years from the end of the Fiscal Year to NSC by LICENSOR which they pertain, and no not more often than once in any calendar yeareach Fiscal Year, LICENSOR shall have the right to cause by an independent, independent certified public accountant selected by KemPharm and reasonably acceptable to NSC KVK, for the sole purpose of verifying the accuracy of the financial reports furnished by KVK pursuant to audit such records to confirm Net Sales this Agreement and royalty payments and any payments with respect to Sublicense Fees for any calendar year ending thereto. Any such auditor shall not more than three (3) years prior disclose KVK’s Confidential Information, except to the date LICENSOR requests extent such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which disclosure is necessary to confirm Net Sales, royalty verify the accuracy of the financial reports furnished by KVK or the amount of payments or payments with respect to Sublicense Fees payable due under this Agreement. Such audits may Any amounts shown to be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment owed but unpaid shall be made paid within ten (10) [*] days following announcement of from the results of accountant’s report, plus interest, as set forth in Section 8.7, from the audit to NSC and LICENSORoriginal due date. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR [*] shall bear the full cost of such audit unless such audit discloses a shortfall by an [*] of more than ten percent (10%) from [*] of the actual amount of any payment due under this Agreementfor the audited period, in which case, NSC case [*] shall bear the full cost of such audit. (b) KemPharm shall, and shall ensure that its Affiliates and KemPharm Partners, maintain complete and accurate records in sufficient detail to permit KVK to confirm the accuracy of the calculation of the Commercialization/Regulatory Expenses and the Manufacturing Expenses. All such expenses shall be accounted for in accordance with U.S. GAAP. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of [*] 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 KVK and reasonably acceptable to KemPharm, for the sole purpose of verifying the accuracy of the amount of expenses furnished by KemPharm pursuant to this Agreement and any payments with respect thereto. Any such auditor shall not disclose KemPharm’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the amount of expenses furnished by KVK or the amount of payments due under this Agreement. Any overage assessed to KVK shall be refunded, if applicable, within [*] days from the accountant’s report, plus interest, in equal amounts as set forth in Section 8.7, from the original date such overage was applied. [*] shall bear the full cost of such audit unless such audit discloses an [*] of more than [*] of the for the audited period, in which case [*] shall bear the full cost of such audit