Common use of Records; Inspection Clause in Contracts

Records; Inspection. 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 [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than once. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by 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 Reneo. If an inspection conducted pursuant to this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv to Reneo.

Records; Inspection. Reneo 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 the [***] prior 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 onceAgreement with respect to Research Costs, under Article 8 or the amounts of Production Costs, or other matters reasonably necessary in connection with Research, 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 auditor inspecting accountant will execute a reasonable written be under confidentiality agreement with Reneo and will disclose obligations to vTv the audited party to report to Focal only such information as is reasonably necessary to provide vTv 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 Reneo at audit, including, but not limited to, FTE calculation Research Costs and Production Costs in the same time it is sent to vTv. 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 case of an audit by ReneoCiba or Chiron. Inspections conducted under this Section 3.9 10.5 shall be at the expense of vTvthe auditing party, unless the inspection discloses a variation or error producing an underpayment by Reneo 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 Reneo. If an inspection conducted pursuant to this the audited party, together with interest on such unpaid amounts at the rate specified in Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv to Reneo10.2 above.

Records; Inspection. Reneo 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 the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than onceonce 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 auditor independent accountants will execute a reasonable written confidentiality agreement with Reneo Artiva and will disclose to vTv GCLC only such information as is reasonably necessary to provide vTv 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 Reneo Artiva at the same time it is sent to vTvGCLC. 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 ReneoArtiva. Inspections conducted under this Section 3.9 3.5 shall be at the expense of vTvGCLC, unless the inspection discloses an underpayment by Reneo 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 ReneoArtiva. If an the inspection conducted pursuant to this Section 3.9 discloses an overpayment by ReneoArtiva, then Reneo Artiva will deduct the amount of such overpayment from amounts otherwise owed to vTv GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv GCLC to ReneoArtiva.

Records; Inspection. Reneo 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 the [***] 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. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 error has occurred resulting in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment of royalties by Reneo 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 Reneo. If an inspection conducted it pursuant to this Section 3.9 discloses an overpayment Agreement a provision requiring the 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 Reneo, then Reneo will deduct Pharmacopeia’s independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to vTv 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 vTv to ReneoSPL.

Records; Inspection. Reneo 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 the [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than onceobligations 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 auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 (plus interest as set forth in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be Licensee to CareFusion, together with interest thereon from the date such payments were originally due at the expense lesser of vTv, unless the inspection discloses an underpayment by Reneo of [**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.*] * or more of the amount due for highest rate permissible by law, and any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Reneo. If an inspection conducted payment pursuant to this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment 5.5 shall be refunded by vTv credited first to Reneointerest and then to any outstanding principal amount.

Records; Inspection. Reneo 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. 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 the [***] 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 oncereport only as to whether there is a discrepancy, and if so, the amount of such discrepancy. Such With reasonable prior notice in writing, such inspections shall may be made no more than once each calendar year Intermolecular Confidential during regular business hours (other than during quarter-end or year-end financial closing periods), on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo to the extent not unreasonably hindering any operations of Toshiba and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 ReneoSanDisk. Inspections conducted under this Section 3.9 shall be at the expense of vTvIntermolecular, unless the inspection discloses a variation or error producing an underpayment by Reneo 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 ReneoToshiba and/or SanDisk, as applicable. If an Further, if the foregoing inspection conducted 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 shall 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 this Section 3.9 discloses an overpayment by Reneo8 all information concerning payments and associated reports, then Reneo 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 vTv 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 vTv to Reneolaw.

Records; Inspection. Reneo 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 the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than onceonce 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 auditor independent accountants will execute a reasonable written confidentiality agreement with Reneo Artiva and will disclose to vTv GCLC only such information as is reasonably necessary to provide vTv 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 Reneo Artiva at the same time it is sent to vTvGCLC. 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 ReneoArtiva. Inspections conducted under this Section 3.9 3.4 shall be at the expense of vTvGCLC, unless the inspection discloses an underpayment by Reneo 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 ReneoArtiva. If an the inspection conducted pursuant to this Section 3.9 discloses an overpayment by ReneoArtiva, then Reneo Artiva will deduct the amount of such overpayment from amounts otherwise owed to vTv GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv GCLC to ReneoArtiva.

Records; Inspection. Reneo 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 the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than onceonce 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 auditor independent accountants will execute a reasonable written confidentiality agreement with Reneo Xxxxxx and will disclose to vTv GCLC only such information as is reasonably necessary to provide vTv 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 Reneo Artiva at the same time it is sent to vTvGCLC. 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 ReneoXxxxxx. Inspections conducted under this Section 3.9 3.5 shall be at the expense of vTvGCLC, unless the inspection discloses an underpayment by Reneo 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 ReneoXxxxxx. If an the inspection conducted pursuant to this Section 3.9 discloses an overpayment by ReneoXxxxxx, then Reneo Artiva will deduct the amount of such overpayment from amounts otherwise owed to vTv GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv GCLC to ReneoArtiva.

Records; Inspection. Reneo 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 the [***] 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. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 error has occurred resulting in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment of royalties by Reneo 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 Reneo. If an inspection conducted it pursuant to this Section 3.9 discloses an overpayment Agreement a provision requiring the 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 Reneo, then Reneo will deduct Pharmacopeia’s independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to vTv 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 vTv to ReneoSchering.

Records; Inspection. Reneo shall, (a) NB shall keep and shall maintain and cause its Affiliates and Sublicensees to, any third party vendors engaged by NB or its Affiliates to provide Services pursuant to a Work Statement to keep complete, true and maintain accurate books and accounts of account record (prepared in accordance with International Financial Reporting Standards, consistently applied) in connection with the Services provided pursuant to each Work Statement in sufficient detail to permit accurate determination of all figures necessary for verification of the costs under such Work Statement. NB shall maintain and cause its Affiliates to maintain such records for the purpose a period of determining the payments to be made under this Agreement. Such books and records shall be kept for [*] ([**] ]) years following after the end of the calendar year in which such records were generated. Notwithstanding the requirement that books and accounts of record be maintained in accordance with International Financial Reporting Standards, if any third party vendor does not generally maintain records in accordance with those standards then such third party vendor may maintain records in the manner it typically uses for its business. (b) NB and, if applicable, its Affiliates and any third party vendors engaged by NB or its Affiliates to which they pertainprovide Services pursuant to a Work Statement shall make such records available for inspection by an independent certified public accountant, selected by Radius and reasonably acceptable to NB, during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Radius, to verify the accuracy of the expenses required to be paid under such Work Statement. Such records inspection right shall not 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 [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than once. Such inspections shall be made no exercised more than once each in any calendar year. Radius will hold in confidence all information concerning expenses and all information learned in the course of any inspection, on reasonable notice during normal business hoursexcept to the extent necessary for Radius to reveal such information in order to enforce its rights under this Agreement in a proceeding in accordance with Section 10.2 or if disclosure is required by law, regulation or judicial order. Any person or entity conducting such inspection will agree in writing with Radius to treat all records reviewed in the course of the inspection as the Confidential Information of NB under * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. terms and conditions no less restrictive than the terms contained in Section 5.2. The auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only results of each inspection shall be binding on both parties absent mathematical error. Radius shall pay for such information as inspections, except that in the event there is reasonably necessary to provide vTv with information regarding any actual or potential discrepancies between amounts reported and actually paid and downward adjustment in aggregate amounts payable under this Agreement. The auditor will send a copy for any year shown by such inspection of the report to Reneo at the same time it is sent to vTv. 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 Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by Reneo of more than [*] percent ([**] or more ]%) of the amount due for any period covered by the inspectionpaid, whereupon all costs relating to the inspection NB shall pay for such period shall be paid promptly by Reneo. If an inspection conducted pursuant to this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv to Reneoinspection.

Records; Inspection. Reneo 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 the [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than once. 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 auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide 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 behalf of the report Co-Owners. DYNACURE and/or its Affiliates may require the accounting firm to Reneo at sign a standard non-disclosure agreement before allowing the same time it is sent accounting firm access to vTv. 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 Reneoits/their facilities or its/their records. Inspections conducted under this Section 3.9 hereunder shall be at the expense of vTvICM 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 Reneo 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 ReneoDYNACURE, together with interest thereon applied to the 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 [***]. If an inspection conducted pursuant to The terms of this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount 5.5 shall survive any termination or Expiration of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount Agreement for a period of such overpayment shall be refunded by vTv to Reneo[***].

Records; Inspection. Reneo (a) Spyre shall, and shall cause its applicable Affiliates and Sublicensees to, create and keep complete, true complete and accurate books records of account its sales and other dispositions of all Spyre Products, including all records that are reasonably necessary for the purpose purposes of determining the calculating all payments to be made due under this Agreement. Such . (b) Upon reasonable advance written notice to Spyre, Paragon shall have the right to retain a nationally recognized (in the US) independent certified public accounting firm to perform on behalf of Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records shall of Spyre or its applicable Affiliates as may be kept reasonably necessary to verify the accuracy of any reports provided pursuant to Section 4.4 hereunder for any Calendar Quarter ending not more than [***] years following calendar months prior to the end date of the calendar year to which they pertainsuch request. Such records audits shall be open for inspection conducted during such period by independent accountantsnormal business hours, solely for the purpose of verifying payment statements hereunder for a period covering shall not occur more frequently than the [***] prior to the date of request; provided that no period in each Calendar Year and shall not be subject to inspection under this section conducted more than once. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by Reneo of [***] with respect to any reporting period, in each case other than for cause. All information disclosed or more of the amount due for observed during any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Reneo. If an inspection conducted audit pursuant to this Section 3.9 discloses 4.10 shall be the Confidential Information of Spyre, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Spyre, by requiring such accounting firm to enter into a customary confidentiality agreement with Spyre prior to the initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Spyre and Paragon a written report disclosing whether the reports submitted by Spyre are correct or incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding Spyre’s records shall be provided to Paragon. (d) Paragon shall bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that if any such audit uncovers an overpayment underpayment by ReneoSpyre that exceeds [***] percent ([***]%) of the total owed for such payment or payment period, as applicable, then Reneo will deduct Spyre shall reimburse Paragon or its designee(s) for the amounts actually paid to such accounting firm for performing such audit. (e) If such accounting firm concludes that Spyre has in aggregate underpaid amounts owed to Paragon during the audited period, Spyre shall pay Paragon or its designee(s) the amount of the discrepancy within [***] days of the date Paragon delivers to Spyre such overpayment from accounting firm’s written report and an invoice for such amounts. If such accounting firm concludes that Spyre has in aggregate overpaid amounts otherwise owed to vTv under this AgreementParagon during the audited period, unless no further payments are due hereunderthen Spyre may, in which case the at its election, either credit such overpaid amount of against any future payment obligation to Paragon or require Paragon to refund such overpayment shall be refunded by vTv to Reneoamounts within [***] days.

Records; Inspection. Reneo 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 the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than onceonce 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 auditor independent accountants will execute a reasonable written confidentiality agreement with Reneo Artiva and will disclose to vTv GCLC only such information as is reasonably necessary to provide vTv 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 Reneo Artiva at the same time it is sent to vTvGCLC. 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 ReneoXxxxxx. Inspections conducted under this Section 3.9 3.4 shall be at the expense of vTvGCLC, unless the inspection discloses an underpayment by Reneo 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 ReneoXxxxxx. If an the inspection conducted pursuant to this Section 3.9 discloses an overpayment by ReneoXxxxxx, then Reneo Artiva will deduct the amount of such overpayment from amounts otherwise owed to vTv GCLC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv GCLC to ReneoArtiva.

Records; Inspection. Reneo 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 the [***] * months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 error has occurred resulting in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment of royalties by Reneo 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 Reneo. If an inspection conducted it __________________ * CONFIDENTIAL TREATMENT REQUESTED pursuant to this Section 3.9 discloses an overpayment Agreement a provision requiring the 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 Reneo, then Reneo will deduct Pharmacopeia's independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to vTv 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 vTv to ReneoSchering.

Records; Inspection. Reneo 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 […***…] 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 onceone time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with Licensee prior to commencing 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 auditor will execute a reasonable written confidentiality agreement with Reneo Xxxxxxx shall bear the costs and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections inspection conducted under this Section 3.9 shall be at the expense of vTv, 6.5 unless the such inspection discloses reveals an underpayment by Reneo 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 Reneoinspection. If an such inspection conducted pursuant to this Section 3.9 discloses reveals an overpayment by ReneoLicensee pursuant to Section 6.3, then Reneo will Licensee shall deduct the amount of such overpayment from amounts otherwise owed to vTv 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 reveals an underpayment by Licensee pursuant to Section 6.3, then Xxxxxxx shall be refunded by vTv to Reneoinvoice Licensee for the amount of the underpayment and Licensee shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Reneo 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 […***…] 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 onceone time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with Xxxxxxx prior to commencing 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 auditor will execute a reasonable written confidentiality agreement with Reneo TRACON shall bear the costs and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections inspection conducted under this Section 3.9 shall be at the expense of vTv, 5.5 unless the such inspection discloses reveals an underpayment by Reneo 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 Reneoinspection. If an such inspection conducted pursuant to this Section 3.9 discloses reveals an overpayment by ReneoXxxxxxx pursuant to Section 5.3, then Reneo will Xxxxxxx shall deduct the amount of such overpayment from amounts otherwise owed to vTv 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 vTv to Reneoinvoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Reneo 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 the [***] * months prior to the date of such request; provided that no period shall be subject to inspection under this section more than once. Such inspections shall may be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute In the event that the accounting firm correctly concludes that a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 error has occurred resulting in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment of royalties by Reneo 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 Reneo. If an inspection conducted it pursuant to this Section 3.9 discloses an overpayment Agreement a provision requiring the 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 Reneo, then Reneo will deduct Pharmacopeia's independent accountant to the amount same extent required of such overpayment from amounts otherwise owed to vTv 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 vTv to ReneoSchering.

Records; Inspection. Reneo 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 the [***] 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. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement Licensee’s accountants do not concur with Reneo and will disclose to vTv only such information as is reasonably necessary to provide 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 the conclusions of the report accountants retained by Lonza, the Parties agree to Reneo at negotiate in good faith to resolve such disagreement as soon as reasonable. In the same time it is sent to vTv. 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) event that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by 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 Reneo. If an inspection conducted pursuant to this Section 3.9 discloses there was an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv 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 vTv independent auditor’s report so correctly concluding) refund to ReneoLicensee the excess amount.

Records; Inspection. Reneo 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 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 the [***] 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 oncereport only as to whether there is a discrepancy, and if so, the amount of such discrepancy. Such With reasonable prior notice in writing, 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 auditor will execute a reasonable written confidentiality agreement with Reneo to the extent not unreasonably hindering any operations of Toshiba and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 ReneoSanDisk. Inspections conducted under this Section 3.9 shall be at the expense of vTvIntermolecular, unless the inspection discloses a variation or error producing an underpayment by Reneo 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 ReneoToshiba and/or SanDisk, as applicable. If an Further, if the foregoing inspection conducted 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 shall 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 this Section 3.9 discloses an overpayment by Reneo8 all information concerning payments and associated reports, then Reneo 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 vTv 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 vTv to Reneolaw.

Records; Inspection. Reneo 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 the [***] months prior to the date of request; provided that no period shall be subject to inspection under this section more than onceonce 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 auditor independent accountants will execute a reasonable written confidentiality agreement with Reneo Xxxxxx and will disclose to vTv GCC only such information as is reasonably necessary to provide vTv 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 Reneo Artiva at the same time it is sent to vTvGCC. 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 together with interest of [***] per annum promptly by ReneoXxxxxx. Inspections conducted under this Section 3.9 3.5 shall be at the expense of vTvGCC, unless the inspection discloses an underpayment by Reneo 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 ReneoXxxxxx. If an the inspection conducted pursuant to this Section 3.9 discloses an overpayment by ReneoXxxxxx, then Reneo Artiva will deduct the amount of such overpayment from amounts otherwise owed to vTv GCC under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv GCC to ReneoArtiva.

Records; Inspection. Reneo 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 the [***] prior to completeness and accuracy of the date of request; provided that no period shall be subject to inspection under this section more than oncePayment 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 auditor will Auditor shall execute a reasonable and customary written confidentiality agreement with Reneo the Buyer and will disclose to vTv the Sellers only such information as is reasonably necessary to provide vTv 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 Reneo the Buyer at the same time it is sent to vTvSellers. The report sent to both Parties will include If the methodology and calculations used to determine Auditor concludes that such payments were underpaid for the results. Any unpaid amounts (preceding year, the Buyer shall pay Seller the amount of any such underpayments for the preceding year, plus interest as set forth in Section 3.82.12, within thirty (30) days of the date the Auditor delivers its report to the parties so concluding that are discovered such payments were underpaid for the preceding year. If the Auditor concludes that such payments were overpaid for the preceding year, the Sellers shall be paid promptly by Reneoprovide 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. Inspections conducted under this Section 3.9 The Sellers shall be at -24- *CONFIDENTIAL TREATMENT REQUESTED. bear the expense full cost of vTv, such audit unless the inspection such audit discloses an underpayment by Reneo 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 Reneo. If an inspection conducted pursuant to this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct bear the amount full cost of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv to Reneoaudit.

Records; Inspection. Reneo shall(a) Biotronik shall keep true, accurate and complete records of all work done and results achieved in assessing the feasibility, performing development and otherwise in furtherance of the Qubic Connect System, including records sufficient to establish and document the amounts payable by Acutus to Biotronik, the sufficiency and accuracy of information deposited on the Shared Drive, and shall cause compliance by Biotronik with 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 other obligations under this Agreement. Such records shall document in reasonable detail the FTE hours incurred by Biotronik in performing the Development Program; all other costs and expenses for which Biotronik submits an invoice to Acutus, including a reasonable description of the applicable task; and reasonable substantiation of the cost or expense (e.g., receipts for all out of pocket costs and expenses to be reimbursed). For clarity, Biotronik is not required by this Section 3.7(a) to create records for activities occurring prior to the Effective Date beyond those records created in the ordinary course of performing the applicable work, but is required by this Section 3.7 to maintain all documentation and records that were in fact created. (b) All such books and records shall be kept reasonably accessible for [***] at least five (5) years following the end of the calendar year Calendar Year to which they pertain. Such records pertain and shall be open made available for inspection during throughout such five (5) year period by an independent accountants, solely Third Party auditor selected by Acutus for the purpose of verifying payment statements hereunder for a period covering not more than the [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than oncesuch purposes. Such inspections shall may be made no more than once each calendar yearCalendar Year, on reasonable notice provided that if a non-compliance is identified by an audit in the amounts invoiced to Acutus or with another obligation, then an additional audit for the applicable Calendar Year may be conducted. Each audit shall be during the normal business hourshours of Biotronik upon ten (10) days advance notice. The auditor will execute a reasonable written confidentiality agreement with Reneo auditing Party shall bear the costs and will disclose to vTv only such information as is reasonably necessary to provide 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 expenses of the report to Reneo at the same time it is sent to vTv. 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 Reneo. Inspections inspections conducted under this Section 3.9 shall be at the expense of vTv3.7(b), unless a variation or error in the inspection discloses an underpayment amounts invoiced to Acutus is established by Reneo of [***] or more of the amount due for any period covered by the such inspection, whereupon all reasonable out-of-pocket costs paid to Third Parties relating to the inspection for such period shall be paid promptly by Reneo. If Biotronik. (c) Biotronik shall create written reports in the format set forth in Annex 3.7(c) of the quarterly overall working hours of all Project Personnel, and of all out of pocket and other costs and expenses for which Biotronik will submit an inspection conducted pursuant invoice to this Section 3.9 discloses Acutus, subdivided for hardware development, software development, and project administration to allow better cost control, and shall provide Acutus with such written reports within thirty (30) days after the end of each Calendar Quarter showing in reasonable detail all amounts for which Acutus is receiving an overpayment by Reneo, then Reneo will deduct invoice and how all such amounts apply to the amount budgets and activities set forth in the Statement of such overpayment from amounts otherwise owed to vTv Work. (d) Both Parties shall be independently responsible for development and keeping of records for their EP devices which are changed or adapted under this AgreementDevelopment Program to allow connectivity via the Qubic Connect Device, unless no further payments inter alia to allow compliance with regulatory and quality requirements and to allow the Parties to obtain Marketing Authorization Approvals for their respective EP devices for which they are due hereunder, in which case the amount respective Manufacturer of such overpayment shall be refunded by vTv to ReneoRecord.

Records; Inspection. Reneo 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 […***…] 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 onceone time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with Xxxxxxx prior to commencing 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 auditor will execute a reasonable written confidentiality agreement with Reneo TRACON shall bear the costs and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections inspection conducted under this Section 3.9 shall be at the expense of vTv, 5.5 unless the such inspection discloses reveals an underpayment by Reneo 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 Reneoinspection. If an such inspection conducted pursuant to this Section 3.9 discloses reveals an overpayment by ReneoXxxxxxx pursuant to Section 5.3, then Reneo will Xxxxxxx shall deduct the amount of such overpayment from amounts otherwise owed to vTv 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 vTv to Reneoinvoice Xxxxxxx for the amount of the underpayment and Xxxxxxx shall pay such invoice within […***…] after receipt thereof.

Records; Inspection. Reneo 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. 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 the [***] 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 oncereport only as to whether there is a discrepancy, and if so, the amount of such discrepancy. Such With reasonable prior notice in writing, such inspections shall may be made no more than once each calendar year 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. during regular business hours (other than during quarter-end or year-end financial closing periods), on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo to the extent not unreasonably hindering any operations of Toshiba and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 ReneoSanDisk. Inspections conducted under this Section 3.9 shall be at the expense of vTvIntermolecular, unless the inspection discloses a variation or error producing an underpayment by Reneo 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 ReneoToshiba and/or SanDisk, as applicable. If an Further, if the foregoing inspection conducted 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 shall 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 this Section 3.9 discloses an overpayment by Reneo8 all information concerning payments and associated reports, then Reneo 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 vTv 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 vTv to Reneolaw.

Records; Inspection. Reneo (a) Spyre shall, and shall cause its applicable Affiliates and Sublicensees to, create and keep complete, true complete and accurate books records of account its sales and other dispositions of all Spyre Products, including all records that are reasonably necessary for the purpose purposes of determining the calculating all payments to be made due under this Agreement. Such . (b) Upon reasonable advance written notice to Spyre, Paragon shall have the right to retain a nationally recognized (in the US) independent certified public accounting firm to perform on behalf of Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records shall of Spyre or its applicable Affiliates as may be kept reasonably necessary to verify the accuracy of any reports provided pursuant to Section 4.5 hereunder for any Calendar Quarter ending not more than [***] years following calendar months prior to the end date of the calendar year to which they pertainsuch request. Such records audits shall be open for inspection conducted during such period by independent accountantsnormal business hours, solely for the purpose of verifying payment statements hereunder for a period covering shall not occur more frequently than the [***] prior to the date of request; provided that no period in each Calendar Year and shall not be subject to inspection under this section conducted more than once. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by Reneo of [***] with respect to any reporting period, in each case other than for cause. All information disclosed or more of the amount due for observed during any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Reneo. If an inspection conducted audit pursuant to this Section 3.9 discloses 4.11 shall be the Confidential Information of Spyre, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Spyre, by requiring such accounting firm to enter into a customary confidentiality agreement with Spyre prior to the initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Spyre and Paragon a written report disclosing whether the reports submitted by Spyre are correct or incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding Spyre’s records shall be provided to Paragon. (d) Paragon shall bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that if any such audit uncovers an overpayment underpayment by ReneoSpyre that exceeds [***] percent ([***]%) of the total owed for such payment or payment period, as applicable, then Reneo will deduct Spyre shall reimburse Paragon or its designee(s) for the amounts actually paid to such accounting firm for performing such audit. (e) If such accounting firm concludes that Spyre has in aggregate underpaid amounts owed to Paragon during the audited period, Spyre shall pay Paragon or its designee(s) the amount of the discrepancy within [***] days of the date Paragon delivers to Spyre such overpayment from accounting firm’s written report and an invoice for such amounts. If such accounting firm concludes that Spyre has in aggregate overpaid amounts otherwise owed to vTv under this AgreementParagon during the audited period, unless no further payments are due hereunderthen Spyre may, in which case the at its election, either credit such overpaid amount of against any future payment obligation to Paragon or require Paragon to refund such overpayment shall be refunded by vTv to Reneoamounts within [***] days.

Records; Inspection. Reneo 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 […***…] 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 onceone time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with Licensee prior to commencing 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 auditor will execute a reasonable written confidentiality agreement with Reneo Xxxxxxx shall bear the costs and will disclose to vTv only such information as is reasonably necessary to provide vTv 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 Reneo at the same time it is sent to vTv. 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 Reneo. Inspections inspection conducted under this Section 3.9 shall be at the expense of vTv, 6.5 unless the such inspection discloses reveals an underpayment by Reneo 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 Reneoinspection. If an such inspection conducted pursuant to this Section 3.9 discloses reveals an overpayment by ReneoLicensee pursuant to Section 6.3, then Reneo will Licensee shall deduct the amount of such overpayment from amounts otherwise owed to vTv 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 vTv to Reneoinvoice Licensee for the amount of the underpayment and Licensee shall pay such invoice within […***…] after receipt thereof.