Common use of Records Examination Clause in Contracts

Records Examination. Licensee shall permit its books and records to be examined by an independent, nationally-recognized certified public accountant engaged by TeneoBio and reasonably acceptable to Licensee, upon reasonable notice during normal business hours, provided such examination is requested in writing at least […***…] business days in advance, solely for the purpose of verifying the accuracy of royalty and milestone reports and payments under Sections 6.4 and 6.5. Such examination may not be more frequent than […***…] per calendar year and may not include any books and records that were previously accessed under this Section 6.7(c), unless an examination reveals underpayment hereunder (in which case such previously accessed books and records shall again be subject to examination). Such accountant shall execute a confidentiality agreement with Licensee in customary form and shall only ***Certain Confidential Information Omitted disclose to TeneoBio whether Licensee paid TeneoBio the correct amounts under Sections 6.4 and 6.5 during the audited period and if not, any information necessary to explain the source of the discrepancy. Such examination is to be made at the expense of TeneoBio, except in the event that the results of the examination reveal an underpayment by Licensee of […***…] or more over the period being examined, in which case the reasonable costs and expenses of such examination shall be paid (or reimbursed to TeneoBio, if such amounts have already been paid) by Licensee. If the examination establishes that Licensee underpaid any amounts due hereunder, Licensee shall pay TeneoBio such deficiency within […***…] days after Licensee’s receipt of a written report thereof, including interest thereon at the rate set forth in Section 6.10, and, if applicable pursuant to the previous sentence, the costs and expenses of the examination. The results of any such examination shall be Licensee’s Confidential Information. Licensee shall use reasonable efforts to require its Affiliates and both its and their Sublicensees to afford TeneoBio the same rights as those granted TeneoBio in this Section 6.6(c).

Records Examination. Licensee shall permit its books and records to be examined by an independent, nationally-recognized certified public accountant engaged by TeneoBio and reasonably acceptable to Licensee, upon reasonable notice during normal business hours, provided such examination is requested in writing at least […***…] business days in advance, solely for the purpose of verifying the accuracy of royalty and milestone reports and ***Certain Confidential Information Omitted TeneoBio – Poseida Therapeutics Confidential payments under Sections 6.4 4.3 and 6.54.4. Such examination may not be more frequent than […***…] ]. per calendar year and may not include any books and records that were previously accessed under this Section 6.7(c4.5(c), unless an examination reveals underpayment hereunder (in which case such previously accessed books and records shall again be subject to examination). Such accountant shall execute a confidentiality agreement with Licensee in customary form and shall only ***Certain Confidential Information Omitted disclose to TeneoBio whether Licensee paid TeneoBio the correct amounts under Sections 6.4 and 6.5 Section 4.4 during the audited period and if not, any information necessary to explain the source of the discrepancy. Such examination is to be made at the expense of TeneoBio, except in the event that the results of the examination reveal an underpayment by Licensee of […***…] or more over the period being examined, in which case the reasonable costs and expenses of such examination shall be paid (or reimbursed to TeneoBio, if such amounts have already been paid) by Licensee. If the examination establishes that Licensee underpaid any amounts due hereunder, Licensee shall pay TeneoBio such deficiency within […***…] days after Licensee’s receipt of a written report thereof, including interest thereon at the rate set forth in Section 6.104.8, and, if applicable pursuant to the previous sentence, the costs and expenses of the examination. The results of any such examination shall be Licensee’s Confidential Information. Licensee shall use reasonable efforts to require its Affiliates and both its and their Sublicensees to afford TeneoBio the same rights as those granted TeneoBio in this Section 6.6(c4.5(c).