Common use of Records; Inspection Clause in Contracts

Records; Inspection. Artiva shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artiva.

Records; Inspection. Artiva shallLicensee shall keep, and shall cause its Affiliates and Sublicensees toto keep, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made royalty amounts payable under this Agreement. Such books and records shall be kept at Licensee’s, or at the applicable Affiliate’s or Sublicensee’s, principal place of business, for [***] at least five (5) years following the end of the calendar year quarterly period to which they pertain. Such Licensee agrees that the books and records of Licensee, and its Affiliates and Sublicensees, shall be open for inspection by CareFusion during such five (5)-year period by independent accountantsby, solely at CareFusion’s option, either CareFusion or a public accounting firm for whom the party to be inspected has no reasonable objection, for the purpose of verifying Royalty statements or any other payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationobligations hereunder. Such inspections shall may be made no more than once each calendar year, at reasonable times and on reasonable notice during normal business hoursnotice. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable Inspections conducted under this Agreement. The auditor will send Section 5.5 shall be at CareFusion’s expense; provided, however, if a copy variation or error producing an increase exceeding **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**of the amount owed for any period covered by the inspection is established in the course of any such inspection, then all reasonable costs relating to the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology inspection for such period and calculations used to determine the results. Any any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under Licensee to CareFusion, together with interest thereon from the date such payments were originally due at the lesser of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** or the highest rate permissible by law, and any payment pursuant to this Section 3.5 5.5 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for credited first to interest and then to any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artivaoutstanding principal amount.

Records; Inspection. Artiva shall, SPL and shall cause its Affiliates and Sublicensees to, shall keep complete, true and accurate books of account and records for the purpose of determining the payments to be made royalty amounts payable under this Agreement. Such , which books and records shall be kept for [***] years following maintained in accordance with SPL’s records retention policies. Upon prior written notice from Pharmacopeia, SPL shall, within a period not to exceed forty-five (45) days, permit an independent certified public accounting firm of nationally recognized standing selected by Pharmacopeia and reasonably acceptable to SPL, at Pharmacopeia’s expense, to have access during normal business hours to examine pertinent books and records of SPL and/or its Affiliates as may be reasonably necessary to verify the end accuracy of the royalty reports hereunder. The examination shall be limited to pertinent books and records for any calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering ending not more than [***] thirty-six (36) months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual variation or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses error has occurred resulting in an underpayment of royalties by Artiva SPL of [***] five percent (5)% or more of the amount actually due for any the period covered by the inspection, whereupon all SPL shall pay to Pharmacopeia such additional amounts, as well as the costs relating to the inspection inspection, within thirty (30) days of receipt of an invoice for such period amounts. Any overpayment of royalties by SPL discovered through such audit shall be paid promptly fully creditable against royalties subsequently due hereunder. SPL may designate competitively sensitive information which such auditor may not disclose to Pharmacopeia; provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Pharmacopeia only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pharmacopeia. The accounting firm employees shall sign confidentiality agreements acceptable to SPL as a condition precedent to their inspection. SPL shall include in each sublicense granted by Artiva. If it pursuant to this Agreement a provision requiring the inspection discloses an overpayment Sublicensee to make reports to SPL, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Artiva, then Artiva will deduct Pharmacopeia’s independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to GCLC SPL under this Agreement. Upon expiration of the thirty-six (36) month period immediately following the receipt by Pharmacopeia of SPL’s fourth quarter royalty report for a given calendar year in accordance with Section 5.6.1, unless no further payments are due hereunder, in which case the amount calculation of royalties payable with respect to such overpayment year shall be refunded binding and conclusive upon Pharmacopeia, and SPL, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to royalties for such year, except for instances of fraud or other intentional misconduct by GCLC to ArtivaSPL.

Records; Inspection. Artiva shallCiba, Chiron and Affiliates of Ciba and Chiron shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments amounts payable under Articles 8, 9 and 10 and Focal shall keep complete, true and accurate records of Research performed by Focal hereunder, the Research Costs thereof, the activities of Focal pursuant to be made under this AgreementArticle 8 and the costs thereof, and the Production Costs of all Products and components. Such books and records shall be kept at the principal place of business of Ciba, Chiron or Focal or the Affiliate of Ciba, Chiron, or Focal as the case may be, for [***] at least three (3) years following the end of the calendar year quarter to which they pertain. Such records shall will be open for inspection inspection, during such three (3) year period by an independent accountantscertified public accountant selected by Focal for inspections conducted by Focal, solely or a representative selected by Ciba or Chiron with respect to inspections conducted by Ciba or Chiron, and reasonably acceptable to the audited party, such acceptance not be unreasonably withheld for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior the amounts payable by Ciba/Chiron pursuant to Articles 8, 9 and 1 0, the date amounts of request; provided that no period shall be subject to inspection reimbursement payable under this section more than once and inspections Agreement with respect to payments on a Product Research Costs, under this Agreement shall be done concurrently Article 8 or the amounts of Production Costs, or other matters reasonably necessary in connection with respect to payments on the same Product under the Option Agreement to avoid duplicationResearch, process development or manufacturing records maintained by Focal, as applicable. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours, as mutually agreed by Focal and Ciba or Chiron. The independent accountants inspecting accountant will execute a reasonable written be under confidentiality agreement with Artiva and will disclose obligations to GCLC the audited party to report to Focal only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and the amounts payable under this Agreement. The auditor will send a copy to Focal hereunder with respect to Net Sales during the period in question, in the case of an audit by Focal, and such matters as are the subject of the report to Artiva at audit, including, but not limited to, FTE calculation Research Costs and Production Costs in the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly case of an audit by ArtivaCiba or Chiron. Inspections conducted under this Section 3.5 10.5 shall be at the expense of GCLCthe auditing party, unless the inspection discloses a variation or error producing an underpayment by Artiva of [***] or more in amounts payable exceeding five percent (5%) of the amount due paid for any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period shall and any unpaid amounts that are discovered will be paid promptly by Artiva. If the inspection discloses an overpayment by Artivaaudited party, then Artiva will deduct together with interest on such unpaid amounts at the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, rate specified in which case the amount of such overpayment shall be refunded by GCLC to ArtivaSection 10.2 above.

Records; Inspection. Artiva Reneo shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationonce. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants auditor will execute a reasonable written confidentiality agreement with Artiva Reneo and will disclose to GCLC vTv only such information as is reasonably necessary to provide GCLC vTv with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva Reneo at the same time it is sent to GCLCvTv. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts (plus interest as set forth in Section 3.8) that are discovered shall be paid promptly by ArtivaReneo. Inspections conducted under this Section 3.5 3.9 shall be at the expense of GCLCvTv, unless the inspection discloses an underpayment by Artiva Reneo of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by ArtivaReneo. If the an inspection conducted pursuant to this Section 3.9 discloses an overpayment by ArtivaReneo, then Artiva Reneo will deduct the amount of such overpayment from amounts otherwise owed to GCLC vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC vTv to ArtivaReneo.

Records; Inspection. Artiva DYNACURE shall, and shall cause its Affiliates and Sublicensees to, keep complete, true true, and accurate books of account and records that may be necessary for the purpose of determining the calculating any payments payable to be made Co-Owners under Article 4 of this AgreementAgreement (“Records”). Such books and records All such Records shall be kept by DYNACURE and/or its Affiliates as applicable, for at least [***] years following the end of the calendar year period to which they pertain. Such records shall Records will be open for inspection during such [***] period by an independent accountants, solely accounting firm selected by ICM acting on behalf of the Co-Owners for the purpose of verifying the payment statements hereunder for a period covering not or invoices, as applicable. Such inspections may be made no more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, at reasonable times mutually agreed by DYNACURE and ICM acting on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy behalf of the report Co-Owners. DYNACURE and/or its Affiliates may require the accounting firm to Artiva at sign a standard non-disclosure agreement before allowing the same time it is sent accounting firm access to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artivaits/their facilities or its/their records. Inspections conducted under this Section 3.5 hereunder shall be at the expense of GCLCICM acting on behalf of the Co-Owners; however, unless in the inspection discloses event such audit reveals that the amounts declared and paid to ICM acting on behalf of the Co-Owners in respect of one or more [***] periods constitute an underpayment by Artiva of [***] or more as compared with that revealed by the audit to be actually owed, the cost of the amount due for any period covered audit shall be borne by the inspectionDYNACURE. [***] Certain information in this document has been excluded pursuant to Regulation S-K, whereupon all costs relating Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the inspection for such period registrant if publicly disclosed. Upon completion of the audit, the accounting firm shall provide DYNACURE and ICM acting on behalf of the Co-Owners a written report disclosing any discrepancies in monies due under this Agreement and, in each case, the specific details concerning any discrepancies. No other information shall be provided to ICM acting on behalf of the Co-Owners. DYNACURE shall promptly pay to ICM acting on behalf of the Co-Owners all amounts revealed by such audit to have been owed and not paid promptly by Artiva. If DYNACURE, together with interest thereon applied to the inspection discloses an overpayment by Artiva, then Artiva will deduct period from the date the amount should have been paid to the date it is actually paid at an interest rate equal to equal to [***]. The terms of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount Section 5.5 shall survive any termination or Expiration of such overpayment shall be refunded by GCLC to Artivathis Agreement for a period of [***].

Records; Inspection. Artiva shall, Schering and shall cause its Affiliates and Sublicensees to, shall keep complete, true and accurate books of account and records for the purpose of determining the payments to be made royalty amounts payable under this Agreement. Such , which books and records shall be kept for [***] years following maintained in accordance with Schering’s records retention policies. Upon prior written notice from Pharmacopeia, Schering shall, within a period not to exceed forty-five (45) days, permit an independent certified public accounting firm of nationally recognized standing selected by Pharmacopeia and reasonably acceptable to Schering, at Pharmacopeia’s expense, to have access during normal business hours to examine pertinent books and records of Schering and/or its Affiliates as may be reasonably necessary to verify the end accuracy of the royalty reports hereunder. The examination shall be limited to pertinent books and records for any calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering ending not more than [***] thirty-six (36) months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual variation or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses error has occurred resulting in an underpayment of royalties by Artiva Schering of [***] five percent (5)% or more of the amount actually due for any the period covered by the inspection, whereupon all Schering shall pay to Pharmacopeia such additional amounts, as well as the costs relating to the inspection inspection, within thirty (30) days of receipt of an invoice for such period amounts. Any overpayment of royalties by Schering discovered through such audit shall be paid promptly fully creditable against royalties subsequently due hereunder. Schering may designate competitively sensitive information which such auditor may not disclose to Pharmacopeia; provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Pharmacopeia only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pharmacopeia. The accounting firm employees shall sign confidentiality agreements acceptable to Schering as a condition precedent to their inspection. Schering shall include in each sublicense granted by Artiva. If it pursuant to this Agreement a provision requiring the inspection discloses an overpayment Sublicensee to make reports to Schering, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Artiva, then Artiva will deduct Pharmacopeia’s independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to GCLC Schering under this Agreement. Upon expiration of the thirty-six (36) month period immediately following the receipt by Pharmacopeia of Schering’s fourth quarter royalty report for a given calendar year in accordance with Section 5.6.1, unless no further payments are due hereunder, in which case the amount calculation of royalties payable with respect to such overpayment year shall be refunded binding and conclusive upon Pharmacopeia, and Schering, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to royalties for such year, except for instances of fraud or other intentional misconduct by GCLC to ArtivaSchering.

Records; Inspection. Artiva shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by ArtivaXxxxxx. Inspections conducted under this Section 3.5 3.4 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by ArtivaXxxxxx. If the inspection discloses an overpayment by ArtivaXxxxxx, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artiva.

Records; Inspection. Artiva shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 3.4 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artiva.

Records; Inspection. Artiva shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva Xxxxxx and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by ArtivaXxxxxx. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by ArtivaXxxxxx. If the inspection discloses an overpayment by ArtivaXxxxxx, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artiva.

Records; Inspection. Artiva shallOno shall keep, and shall cause require its Affiliates and Sublicensees toto keep, keep complete, true and accurate books of account accounts and records for the purpose of determining the payments amounts payable to be made under Array pursuant to this Agreement. Such books and records shall be kept for [***] at least three (3) years following the end of the calendar year quarter to which they pertain. Such records shall will be open for inspection during such three (3) year period by an independent accountantscertified public accounting [ * ] = Certain confidential information contained in this document, solely marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. firm of nationally (the US or Japan) recognized standing (the “Auditor”), chosen by Array and reasonably acceptable to Ono for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationamounts payable by Ono hereunder. Such inspections shall may be made no more than once each calendar yearCalendar Year, at reasonable times and on reasonable notice during normal business hoursprior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection. The independent accountants will Auditor shall be obligated to execute a reasonable written confidentiality agreement with Artiva and will disclose prior to GCLC only commencing any such information as is reasonably necessary to provide GCLC with information regarding any actual inspection. Inspections conducted under this Section 7.4 shall be at the expense of Array, unless a variation or potential discrepancies between amounts reported and actually paid and error producing an underpayment in amounts payable under this Agreement. The auditor will send a copy exceeding [ * ] of the report amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology inspection for such period and calculations used to determine the results. Any any unpaid amounts that are discovered shall be paid promptly by ArtivaOno, together with interest on such unpaid amounts at the rate set forth in Section 7.1 above. Inspections conducted under this Section 3.5 The Parties will endeavor in such inspection to minimize disruption of Ono’s normal business activities to the extent reasonably practicable. For clarity, while Ono does not engage in the bundling of products as of the Effective Date, in the event that Ono elects in the future to provide a discount for the purchase of a bundle of products that includes a Product, or if its Affiliates or Sublicensees sell Product as part of said discounted bundle, such discount shall be at the expense allocated to Product, for purposes of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunderbased on the ratio, calculated on a quarterly basis, of Product sales to sales of all of Ono’s products sold in which case the amount Ono Territory. It is understood that the foregoing audit rights shall include the right to have the Auditor verify Ono’s compliance (and the compliance of such overpayment shall be refunded by GCLC to Artivaits Affiliates and Sublicensees) with the above requirements.

Records; Inspection. Artiva shallVIVUS shall keep, and shall cause its Affiliates and Sublicensees tolicensees to keep, keep completefor a period of not less than *** years, true and accurate books complete records relating to the determination of account Net Sales of VIVUS Products and records for the purpose of determining royalties due to SELTEN pursuant to Section 3.4. SELTEN shall have the payments to be made under this Agreement. Such books and records shall be kept for [***] years right, at its sole expense, during the Term following the end First Commercial Sale of any VIVUS Product and following reasonable notice, to inspect through an independent accountant reasonably acceptable to VIVUS during regular business hours, the records of VIVUS (or its Affiliates or licensees) relating to the sales of any VIVUS Products; provided, however, that such inspection shall not (i) take place more often than once each calendar year to which they pertain. Such and (ii) audit any records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months that date prior to the date of request; provided that no period shall be subject to the last inspection under this section more than once Section, and inspections with respect further provided that, such accountants shall in strict confidence and report to SELTEN only as to the accuracy of the royalty statements and payments on a Product under this Agreement and the amount of any underpayment. Copies of such reports shall be done concurrently with respect supplied to payments on the same Product under the Option Agreement to avoid duplicationVIVUS. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding If any actual audit or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy inspection of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses VIVUS’s records reveals an underpayment by Artiva VIVUS, VIVUS shall make payment to SELTEN of [an amount equal to such underpayment within *** days following *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notification by SELTEN to VIVUS of the amount underpaid. In the event that there has been an underpayment greater than or equal to *** percent (***] or more %), VIVUS shall reimburse SELTEN for the reasonable costs of the amount due for any period covered by the relevant audit or inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artiva.

Records; Inspection. Artiva shallFor a period of [*] ([*]) years after the calendar quarter in which royalty payments are made by the Buyer to the Sellers under Section 2.4, and the Buyer shall cause its Affiliates and Sublicensees to, keep complete, true complete and accurate books records in sufficient detail to permit the Seller to confirm the completeness and accuracy of account the information presented in each Payment Report and all payments due hereunder. The Buyer shall permit an independent, certified public accountant appointed by Corixa and reasonably acceptable to the Buyer (the "Auditor") to audit and/or inspect those records of the Buyer (including but not limited to financial records) that relate to Net Sales for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the sole purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date completeness and accuracy of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationPayment Reports hereunder. Such inspections shall inspection may only be made conducted during the Buyer's normal business hours, no more than once each in any calendar year, on reasonable year and upon at least thirty (30) days prior written notice during normal business hoursby the Seller to the Buyer. The independent accountants will Auditor shall execute a reasonable and customary written confidentiality agreement with Artiva the Buyer and will disclose to GCLC the Sellers only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts the amount and accuracy of payments reported and actually paid and amounts or otherwise payable under this Agreement, and the basis for any discrepancy thereof. The auditor Auditor will send a copy of the report to Artiva the Buyer at the same time it is sent to GCLCSellers. If the Auditor concludes that such payments were underpaid for the preceding year, the Buyer shall pay Seller the amount of any such underpayments for the preceding year, plus interest as set forth in Section 2.12, within thirty (30) days of the date the Auditor delivers its report to the parties so concluding that such payments were underpaid for the preceding year. If the Auditor concludes that such payments were overpaid for the preceding year, the Sellers shall provide the Buyer with a credit in the amount of any such overpayments for the preceding year, within thirty (30) days of the date the Auditor delivers its report to the parties so concluding that such payments were overpaid for the preceding year. The report sent to both Parties will include Sellers shall -24- *CONFIDENTIAL TREATMENT REQUESTED. bear the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense full cost of GCLC, such audit unless the inspection such audit discloses an underpayment by Artiva of more than [*] percent ([**] or more ]%) of the amount due for any period covered by the inspectionpreceding year. In such case, whereupon all costs relating to the inspection for such period Buyer shall be paid promptly by Artiva. If bear the inspection discloses an overpayment by Artiva, then Artiva will deduct the amount full cost of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC to Artivaaudit.

Records; Inspection. Artiva shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva Xxxxxx and will disclose to GCLC GCC only such information as is reasonably necessary to provide GCLC GCC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLCGCC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid together with interest of [***] per annum promptly by ArtivaXxxxxx. Inspections conducted under this Section 3.5 shall be at the expense of GCLCGCC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by ArtivaXxxxxx. If the inspection discloses an overpayment by ArtivaXxxxxx, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC GCC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by GCLC GCC to Artiva.

Records; Inspection. Artiva shallLicensee agrees to keep, [####], records of all sales of royalty bearing Licensed Products in sufficient detail, including reports received from its Sublicensees hereunder, to permit Lonza to confirm the accuracy of Licensee’s royally calculations. Once a year, at the request and expense of Lonza, upon at least [####]prior written notice, and during business hours and at such time as is reasonably acceptable io Licensee. Licensee shall cause permit a nationally recognized, independent, certified public accountant appointed by Lonza and acceptable to Licensee, to examine these records solely to the extent necessary to verify such calculations, provided that such accountant has entered into a confidentiality agreement with Licensee substantially similar to (he confidentiality provisions typically entered into with its Affiliates own accountants, limiting the use and Sublicensees to, keep complete, true and accurate books disclosure of account and records for such information to purposes germane hereto. Audits shall be limited to results of the purpose same subject matter in the [####]prior to such notification that have not been previously audited by Lonza. Results of determining the payments to any such examination shall be made under this Agreementavailable first to Licensee, and, following redaction of any proprietary information of Licensee not germane to the calculation of royalties hereunder, then to Lonza. Such books If such examination reveals an underpayment of royalties [####]. Licensee shall pay all costs of such examination. In the event such accountant concludes that additional royalties were owed, Licensee shall [####] to have such conclusions reviewed by its own accountants, and records if they concur, the additional royalties shall be kept for paid within [***] years following the end ####]of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior to the date of request; provided such concurrence, in this event that no period shall be subject to inspection under this section more than once and inspections Licensee’s accountants do not concur with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy conclusions of the report accountants retained by Lonza, the Parties agree to Artiva at negotiate in good faith to resolve such disagreement as soon as reasonable. In the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts event that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses an underpayment by Artiva of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Artiva. If the inspection discloses there was an overpayment by Artiva, then Artiva will deduct the amount of such overpayment from amounts otherwise owed to GCLC under this Agreement, unless no further payments are due Licensee hereunder, Lonza shall promptly (but in which case no event later than [####]after Lonza’s receipt of the amount of such overpayment shall be refunded by GCLC independent auditor’s report so correctly concluding) refund to ArtivaLicensee the excess amount.

Records; Inspection. Artiva shall, Xxxxxxx shall keep (and shall cause its Affiliates and Sublicensees to, keep (sub)licensees to keep) complete, true and accurate books of account and records for the purpose of determining the payments royalties payable by Xxxxxxx to be made TRACON under this Agreement. Such books and records Section 5.3 (the “Royalty Records”), which Royalty Records shall be kept retained for at least […***…] years following the end of the calendar year Calendar Year to which they pertain. Such records Xxxxxxx shall, and shall be open cause its Affiliates and (sub)licensees to, make the Royalty Records available for inspection by an independent public accounting firm of national ***Confidential Treatment Requested prominence selected by TRACON, and reasonably acceptable to Xxxxxxx, during such period by independent accountantsnormal business hours, solely as may be reasonably necessary for the sole purpose of verifying payment statements hereunder for a period covering not more than the royalty reports and payments delivered by Xxxxxxx pursuant to Section 5.3 during the preceding […***…] months prior to the date of request; provided that no period full Calendar Years. The records for a given Calendar Year shall be subject to inspection under this section audit no more than once and inspections one time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with respect Xxxxxxx prior to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationcommencing any such inspection. Such inspections shall be made no more than once each calendar year, Calendar Year at reasonable times and on reasonable notice during normal business hoursnotice. The independent accountants will execute a reasonable written confidentiality agreement with Artiva TRACON shall bear the costs and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding expenses of any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections inspection conducted under this Section 3.5 shall be at the expense of GCLC, 5.5 unless the such inspection discloses reveals an underpayment by Artiva in royalties payable pursuant to Section 5.3 of more than […***…] or more of the amount due payable for any the period covered by the such inspection, whereupon all in which case Xxxxxxx shall bear the costs relating to the inspection for and expenses of such period shall be paid promptly by Artivainspection. If the such inspection discloses reveals an overpayment by ArtivaXxxxxxx pursuant to Section 5.3, then Artiva will Xxxxxxx shall deduct the amount of such overpayment from amounts otherwise owed to GCLC any payment that subsequently becomes due and payable by Xxxxxxx under this AgreementAgreement or, unless if no further payments are payment is anticipated to be due hereunderand payable by Xxxxxxx in the following Calendar Quarter, in which case Xxxxxxx shall invoice TRACON for the amount of the underpayment and TRACON shall pay such overpayment invoice within […***…] after receipt thereof. If such inspection reveals an underpayment by Xxxxxxx pursuant to Section 5.3, then TRACON shall be refunded by GCLC to Artivainvoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Artiva shall, Toshiba and SanDisk shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records on its own behalf and on behalf of the Toshiba and SanDisk Affiliates for the purpose of determining the payments CDP Product Fee amounts, Non-CDP Product Fee amounts, and any amounts payable by Toshiba or SanDisk as applicable pursuant to be made Section 5.10, under this Agreement. Such books and records shall be kept at Toshiba and SanDisk for at least [***] years following the end of the calendar year quarter to which they pertain. Intermolecular Confidential [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Such records shall will be open for inspection during such [*] year period by an independent accountantsauditor who is reasonably acceptable to the parties and agrees to be bound to confidentiality protections of similar scope to those set out in Section 8 hereof, solely for the purpose of verifying payment statements hereunder for a period covering not more than [***] months prior related to the date of request; provided that no period amounts payable hereunder. Such auditor shall be subject instructed to inspection under this section more than once report only as to whether there is a discrepancy, and if so, the amount of such discrepancy. With reasonable prior notice in writing, such inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall may be made no more than once each calendar year during regular business hours (other than during quarter-end or year-end financial closing periods), on reasonable notice during normal business hours. The independent accountants will execute a reasonable written confidentiality agreement with Artiva to the extent not unreasonably hindering any operations of Toshiba and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by ArtivaSanDisk. Inspections conducted under this Section 3.5 shall be at the expense of GCLCIntermolecular, unless the inspection discloses a variation or error producing an underpayment by Artiva of increase exceeding [*] percent ([**] or more ]%) of the amount due royalties payable for any period covered by the inspection is established and confirmed in the course of any such inspection, whereupon all reasonable and documented costs relating to the inspection for such period shall and any unpaid amounts that are discovered will be paid promptly by ArtivaToshiba and/or SanDisk, as applicable. If Further, if the foregoing inspection indicates a need for a follow-up inspection, Intermolecular will have the right thereafter to conduct additional inspections from time to time within one year (in such case, the scope of the inspection discloses an overpayment by Artivashall be limited to those issues which Intermolecular needs to confirm the implementation of any corrective action therefor). Each party agrees to hold in confidence pursuant to Section 8 all information concerning payments and associated reports, then Artiva will deduct and all information learned in the amount course of any audit or inspection, except to the extent necessary for that party to reveal such overpayment from amounts otherwise owed information in order to GCLC enforce its rights under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded Agreement or if disclosure is required by GCLC to Artivalaw.

Records; Inspection. Artiva shall, Schering and shall cause its Affiliates and Sublicensees to, shall keep -------------------------- complete, true and accurate books of account and records for the purpose of determining the payments to be made royalty amounts payable under this Agreement. Such , which books and records shall be kept for [***] years following maintained in accordance with Schering's records retention policies. Upon prior written notice from Pharmacopeia, Schering shall, within a period not to exceed forty-five (45) days, permit an independent certified public accounting firm of nationally recognized standing selected by Pharmacopeia and reasonably acceptable to Schering, at __________________ * CONFIDENTIAL TREATMENT REQUESTED Pharmacopeia's expense, to have access during normal business hours to examine pertinent books and records of Schering and/or its Affiliates as may be reasonably necessary to verify the end accuracy of the royalty reports hereunder. The examination shall be limited to pertinent books and records for any calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering ending not more than [***] * months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual variation or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses error has occurred resulting in an underpayment of royalties by Artiva Schering of [***] * or more of the amount actually due for any the period covered by the inspection, whereupon all Schering shall pay to Pharmacopeia such additional amounts, as well as the costs relating to the inspection inspection, within * days of receipt of an invoice for such period amounts. Any overpayment of royalties by Schering discovered through such audit shall be paid promptly fully creditable against royalties subsequently due hereunder. Schering may designate competitively sensitive information which such auditor may not disclose to Pharmacopeia; provided, however, that such designation shall not -------- ------- encompass the auditor's conclusions. The accounting firm shall disclose to Pharmacopeia only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pharmacopeia. The accounting firm employees shall sign confidentiality agreements acceptable to Schering as a condition precedent to their inspection. Schering shall include in each sublicense granted by Artiva. If it pursuant to this Agreement a provision requiring the inspection discloses an overpayment Sublicensee to make reports to Schering, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Artiva, then Artiva will deduct Pharmacopeia's independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to GCLC Schering under this Agreement. Upon expiration of the * month period immediately following the receipt by Pharmacopeia of Schering's fourth quarter royalty report for a given calendar year in accordance with Section 5.5.1, unless no further payments are due hereunder, in which case the amount calculation of royalties payable with respect to such overpayment year shall be refunded binding and conclusive upon Pharmacopeia, and Schering, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to royalties for such year, except for instances of fraud or other intentional misconduct by GCLC to ArtivaSchering.

Records; Inspection. Artiva shall, SPL and shall cause its Affiliates and Sublicensees to, shall keep -------------------------- complete, true and accurate books of account and records for the purpose of determining the payments to be made royalty amounts payable under this Agreement. Such , which books and records shall be kept for [***] years following maintained in accordance with SPL's records retention policies. Upon prior written notice from Pharmacopeia, SPL shall, within a period not to exceed forty-five (45) days, permit an independent certified public accounting firm of nationally recognized standing selected by Pharmacopeia and reasonably acceptable to SPL, at Pharmacopeia's expense, to have access during normal business hours to examine pertinent books and records of SPL and/or its Affiliates as may be reasonably necessary to verify the end accuracy of the royalty reports hereunder. The examination shall be limited to pertinent books and records for any calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering ending not more than [***] * months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once and inspections with respect to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplication. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The independent accountants will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Artiva and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding any actual variation or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections conducted under this Section 3.5 shall be at the expense of GCLC, unless the inspection discloses error has occurred resulting in an underpayment of royalties by Artiva SPL of [***] * or more of the amount actually due for any the period covered by the inspection, whereupon all SPL shall pay to Pharmacopeia such additional amounts, as well as the costs relating to the inspection inspection, within * days of receipt of an invoice for such period amounts. Any overpayment of royalties by SPL discovered through such audit shall be paid promptly fully creditable against royalties subsequently due hereunder. SPL may designate competitively sensitive information which such auditor may not disclose to Pharmacopeia; provided, however, that such designation shall not -------- ------- encompass the auditor's conclusions. The accounting firm shall disclose to Pharmacopeia only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pharmacopeia. The accounting firm employees shall sign confidentiality agreements acceptable to SPL as a condition precedent to their inspection. SPL shall include in each sublicense granted by Artiva. If it __________________ * CONFIDENTIAL TREATMENT REQUESTED pursuant to this Agreement a provision requiring the inspection discloses an overpayment Sublicensee to make reports to SPL, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Artiva, then Artiva will deduct Pharmacopeia's independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to GCLC SPL under this Agreement. Upon expiration of the * month period immediately following the receipt by Pharmacopeia of SPL's fourth quarter royalty report for a given calendar year in accordance with Section 5.5.1, unless no further payments are due hereunder, in which case the amount calculation of royalties payable with respect to such overpayment year shall be refunded binding and conclusive upon Pharmacopeia, and SPL, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to royalties for such year, except for instances of fraud or other intentional misconduct by GCLC to ArtivaSchering.

Records; Inspection. Artiva shall, Xxxxxxx shall keep (and shall cause its Affiliates and Sublicensees to, keep (sub)licensees to keep) complete, true and accurate books of account and records for the purpose of determining the payments royalties payable by Xxxxxxx to be made TRACON under this Agreement. Such books and records Section 5.3 (the “Royalty Records”), which Royalty Records shall be kept retained for at least […***…] years following the end of the calendar year Calendar Year to which they pertain. Such records Xxxxxxx shall, and shall be open cause its Affiliates and (sub)licensees to, make the Royalty Records available for inspection by an independent public accounting firm of national prominence selected by TRACON, and reasonably acceptable to Xxxxxxx, during such period by independent accountantsnormal business hours, solely as may be reasonably necessary for the sole purpose of verifying payment statements hereunder for a period covering not more than the royalty reports and payments delivered by Xxxxxxx pursuant to Section 5.3 during the preceding […***…] months prior to the date of request; provided that no period full Calendar Years. The records for a given Calendar Year shall be subject to inspection under this section audit no more than once and inspections one time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with respect Xxxxxxx prior to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationcommencing any such inspection. Such inspections shall be made no more than once each calendar year, Calendar Year at reasonable times and on reasonable notice during normal business hoursnotice. The independent accountants will execute a reasonable written confidentiality agreement with Artiva TRACON shall bear the costs and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding expenses of any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections inspection conducted under this Section 3.5 shall be at the expense of GCLC, 5.5 unless the such inspection discloses reveals an underpayment by Artiva in royalties payable pursuant to Section 5.3 of more than […***…] or more of the amount due payable for any the period covered by the such inspection, whereupon all in which case Xxxxxxx shall bear the costs relating to the inspection for and expenses of such period shall be paid promptly by Artivainspection. If the such inspection discloses reveals an overpayment by ArtivaXxxxxxx pursuant to Section 5.3, then Artiva will Xxxxxxx shall deduct the amount of such overpayment from amounts otherwise owed to GCLC any payment that subsequently becomes due and payable by Xxxxxxx under this AgreementAgreement or, unless if no further payments are payment is anticipated to be due hereunderand payable by Xxxxxxx in the following Calendar Quarter, in which case Xxxxxxx shall invoice TRACON for the amount of the underpayment and TRACON shall pay such overpayment invoice within […***…] after receipt thereof. If such inspection reveals an underpayment by Xxxxxxx pursuant to Section 5.3, then TRACON shall be refunded by GCLC to Artivainvoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Artiva shall, Licensee shall keep (and shall cause its Affiliates and Sublicensees to, keep sublicensees to keep) complete, true and accurate books of account and records for the purpose of determining the payments royalties payable by Licensee to be made Xxxxxxx under this Agreement. Such books and records Section 6.3 (the “Royalty Records”), which Royalty Records shall be kept retained for at least […***…] years following the end of the calendar year Calendar Year to which they pertain. Such records Licensee shall, and shall be open cause its Affiliates and sublicensees to, make the Royalty Records available for inspection by an independent public accounting firm of national prominence selected by Xxxxxxx, and reasonably acceptable to Licensee, during such period by independent accountantsnormal business hours, solely as may be reasonably necessary for the sole purpose of verifying payment statements hereunder for a period covering not more than the royalty reports and payments delivered by Licensee pursuant to Section 6.3 during the preceding […***…] months prior to the date of request; provided that no period full Calendar Years. The records for a given Calendar Year shall be subject to inspection under this section audit no more than once and inspections one time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with respect Licensee prior to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationcommencing any such inspection. Such inspections shall be made no more than once each calendar year, Calendar Year at reasonable times and on reasonable notice during normal business hoursnotice. The independent accountants will execute a reasonable written confidentiality agreement with Artiva Xxxxxxx shall bear the costs and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding expenses of any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections inspection conducted under this Section 3.5 shall be at the expense of GCLC, 6.5 unless the such inspection discloses reveals an underpayment by Artiva in royalties payable pursuant to Section 6.3 of more than […***…] or more of the amount due payable for any the period covered by the such inspection, whereupon all in which case Licensee shall bear the costs relating to the inspection for and expenses of such period shall be paid promptly by Artivainspection. If the such inspection discloses reveals an overpayment by ArtivaLicensee pursuant to Section 6.3, then Artiva will Licensee shall deduct the amount of such overpayment from amounts otherwise owed to GCLC any payment that subsequently becomes due and payable by Licensee under this AgreementAgreement or, unless if no further payments are payment is anticipated to be due hereunderand payable by Licensee in the following Calendar Quarter, in which case Licensee shall invoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such overpayment invoice within […***…] after receipt thereof. If such inspection ***Confidential Treatment Requested 42 reveals an underpayment by Licensee pursuant to Section 6.3, then Xxxxxxx shall be refunded by GCLC to Artivainvoice Licensee for the amount of the underpayment and Licensee shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Artiva shall, Licensee shall keep (and shall cause its Affiliates and Sublicensees to, keep sublicensees to keep) complete, true and accurate books of account and records for the purpose of determining the payments royalties payable by Licensee to be made Xxxxxxx under this Agreement. Such books and records Section 6.3 (the “Royalty Records”), which 40 Royalty Records shall be kept retained for at least […***…] years following the end of the calendar year Calendar Year to which they pertain. Such records Licensee shall, and shall be open cause its Affiliates and sublicensees to, make the Royalty Records available for inspection by an independent public accounting firm of national prominence selected by Xxxxxxx, and reasonably acceptable to Licensee, during such period by independent accountantsnormal business hours, solely as may be reasonably necessary for the sole purpose of verifying payment statements hereunder for a period covering not more than the royalty reports and payments delivered by Licensee pursuant to Section 6.3 during the preceding […***…] months prior to the date of request; provided that no period full Calendar Years. The records for a given Calendar Year shall be subject to inspection under this section audit no more than once and inspections one time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with respect Licensee prior to payments on a Product under this Agreement shall be done concurrently with respect to payments on the same Product under the Option Agreement to avoid duplicationcommencing any such inspection. Such inspections shall be made no more than once each calendar year, Calendar Year at reasonable times and on reasonable notice during normal business hoursnotice. The independent accountants will execute a reasonable written confidentiality agreement with Artiva Xxxxxxx shall bear the costs and will disclose to GCLC only such information as is reasonably necessary to provide GCLC with information regarding expenses of any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Artiva at the same time it is sent to GCLC. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts that are discovered shall be paid promptly by Artiva. Inspections inspection conducted under this Section 3.5 shall be at the expense of GCLC, 6.5 unless the such inspection discloses reveals an underpayment by Artiva in royalties payable pursuant to Section 6.3 of more than […***…] or more of the amount due payable for any the period covered by the such inspection, whereupon all in which case Licensee shall bear the costs relating to the inspection for and expenses of such period shall be paid promptly by Artivainspection. If the such inspection discloses reveals an overpayment by ArtivaLicensee pursuant to Section 6.3, then Artiva will Licensee shall deduct the amount of such overpayment from amounts otherwise owed to GCLC any payment that subsequently becomes due and payable by Licensee under this AgreementAgreement or, unless if no further payments are payment is anticipated to be due hereunderand payable by Licensee in the following Calendar Quarter, in which case Licensee shall invoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such overpayment invoice within […***…] after receipt thereof. If such inspection reveals an underpayment by Licensee pursuant to Section 6.3, then Xxxxxxx shall be refunded by GCLC to Artivainvoice Licensee for the amount of the underpayment and Licensee shall pay such invoice within […***…] after receipt thereof.