Common use of Records; Inspection Clause in Contracts

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than [***] each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

Records; Inspection. During the term of this Agreement Toshiba and for a period of [***] ([***]) years thereafter, Unity and its Affiliates SanDisk shall 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 CDP Product Fee amounts, Non-CDP Product Fee amounts, and any amounts payable by Toshiba or SanDisk as applicable pursuant to Ascentage Section 5.10, under this Agreement. Ascentage Such books and records shall have be kept at Toshiba and SanDisk for at least [*] years following the right end of the calendar quarter to cause which they pertain. Such records will be open for inspection during such [*] year period by an independent, certified public accountant independent auditor who is reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales the parties and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each be bound to confidentiality protections of its Third Party Sublicensees similar scope to maintain similar books and records and to open such records for inspection by an independentthose set out in Section 8 hereof, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments statements related to amounts payable hereunder. Such auditor shall be instructed to report only as to whether there is a discrepancy, or (b) obtain and if so, the amount of such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentagediscrepancy. All With reasonable prior notice in writing, such inspections may be made no more than [***] once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within 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 ([***]) daysother than during quarter-end or year-end financial closing periods), to the extent not unreasonably hindering any operations of Toshiba and SanDisk. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Intermolecular, unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated 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 of such audit of relating to the inspection for such period and any unpaid amounts that are discovered will be paid promptly by UnityToshiba and/or SanDisk, as applicable. Further, if the foregoing inspection indicates a need for a follow-up inspection, Intermolecular will have the right thereafter to conduct additional inspections from time to time within one year (in such case, the scope of the inspection 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 Section 8 all information concerning payments and associated reports, and all information learned in the course of any audit or inspection, except to the extent necessary for that party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than [***] once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

Records; Inspection. During the term of this Agreement Licensee shall keep, and for a period of [***] ([***]) years thereafter, Unity and shall cause its Affiliates shall keep and Sublicensees to keep, complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar 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 quarterly period to which they pertain. Licensee agrees that the books and to records of Licensee, and its Affiliates and Sublicensees, shall be open such records for inspection by an independent, certified public accountant reasonably satisfactory to CareFusion during such Third Party Sublicensee, on behalf of, and as required five (5)-year period by, Ascentage 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 payments Royalty statements or any other payment obligations hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may be made no more than [***] once each calendar year year, at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 5.5 shall be at the expense of Ascentage (and Ascentage will reimburse UnityCareFusion’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)expense; provided, unless however, if a 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.*] percent ([***]%) * of the amount stated owed for any period covered by the inspection is established in the course of any such inspection, whereupon then all reasonable costs of such audit of relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by UnityLicensee to CareFusion, together with interest thereon from the date such payments were originally due at the lesser of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** or the highest rate permissible by law, and any payment pursuant to this Section 5.5 shall be credited first to interest and then to any outstanding principal amount.

Records; Inspection. During the term of this Agreement Payor shall keep, and for a period of [***] ([***]) years thereaftershall require its Permitted Sellers to keep, Unity and its Affiliates shall keep complete, true and accurate books of account accounts and records for the purpose of determining the amounts payable basis and accuracy of payments to Ascentage be made under this Agreement. Ascentage Such records shall have the right to cause an independentbe kept in accordance with GAAP, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, showing Net Sales on country-by-country and royalty payments Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for a period covering not more than the preceding at least [***] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such [*] ([*]) years. Unity agrees year period by independent accountants reasonably acceptable to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independentPayor, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments the basis and accuracy of amounts in the payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may shall be made no more than [***] each calendar year Calendar Year, at reasonable times time and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee notice and shall be subject limited to audit more than one time hereunderinformation related to Licensed Products. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing Results of any such inspection. The results of any inspection hereunder shall be provided deemed to both Partiesbe Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, and Unity then within thirty (30) days of written request by Payee, Payor shall pay any underpayment to Ascentage within Payee those amounts that Payee would have received [***] ([***]) daysConfidential treatment requested; certain information omitted and filed separately with the SEC. in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c). Inspections conducted under this Section 6.2 6.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Payee, unless a variation or error producing an increase in favor of Payor exceeding [***] percent ([***]%) of the amount stated due for any the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable, documented costs of such audit of relating to the inspection for such period will be paid promptly by UnityPayor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. During the term of this Agreement Each Party shall keep, and for a period of [***] ([***]) years thereafter, Unity and shall ensure that its Affiliates shall keep keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open such records for inspection by an independent, certified a public accountant reasonably satisfactory accounting firm to whom the audited Party has no reasonable objection and subject to such Third Party Sublicenseeaccounting firm entering into a satisfactory confidentiality agreement, on behalf of, and as required by, Ascentage solely for the purpose of verifying determining the payments to the other Party hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may be made no more than [***] twice each calendar year year, at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 8.4 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)the auditing Party, unless a variation or error producing an increase exceeding [***] { * } percent ([***]{ * }%) of the amount stated for any the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs of such audit of relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by Unitythe appropriate Party, in each case together with interest { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. noted in Section 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid) .

Records; Inspection. During the term of this Agreement Each Party shall keep, and for a period of [***] ([***]) years thereaftershall cause its Marketing Distributors to keep, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining reasonably sufficient to determine and establish the amounts payable to Ascentage under this Agreement and compliance with its other obligations under this Agreement. Ascentage Such records shall include records in reasonable detail of the FTE hours incurred by each Party in performing the Development Program and the Early Access Program, including a reasonable description of the applicable task, the name of each individual performing the task, and the time spent by such individual to perform the task on a daily basis. Such books and records, including records under Section 4.6.3, shall be kept reasonably accessible for three (3) years following the end of the calendar quarter to which they pertain. All such records maintained by a Party, its Marketing Distributors, or development subcontractors, as the case may be, shall be made available for inspection throughout such three (3) year period by an independent third party auditor selected by the other Party for such purposes. To the extent that a Party does not have the right to cause an independent, certified public accountant reasonably acceptable grant to Unity the other Party the right to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Marketing Distributors' or development subcontractors' books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) such Party shall obtain such audits rights from the Third Party Sublicensee for itself and such rights and, at the request of the other Party, shall exercise such audit rights on behalf of Ascentage upon Ascentage’s request with respect to Marketing Distributors and disclose development subcontractors and provide the results thereof of such audit for inspection by the other Party pursuant to Ascentagethis Section 13.8. All such Such inspections may be made no more than [***] twice each calendar year at reasonable times year, once for purposes of inspecting records relating to the Development Program, and on reasonable once for purposes of inspecting records relating to distribution or other commercialization of Approved Products hereunder, provided that if a non-compliance is identified by an audit, then an additional audit for the applicable purpose may be conducted during such calendar year. Each audit shall be during the normal business hours of the Party being audited upon ten (10) days advance notice. No accounting period of Unity or its Affiliate or Third The auditor selected by the auditing Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. In addition, the audited Party may request that, at its expense, a --------------------- [ * ] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. representative or agent familiar with its record keeping systems be present at the audit to assist the auditor in using such internal record management system. The results auditing Party shall bear the costs and expenses of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)13.8, unless a variation or error producing an increase underpayment exceeding [***] ten percent ([***]10%) of the amount stated paid for any period covered by the inspection is established in the course of any such inspection, whereupon all reasonable out-of-pocket costs of such audit of such period paid to third parties relating to the inspection and any unpaid amounts that are discovered will be paid by Unitythe audited Party, together with interest on such unpaid amounts at the rate specified in Section 13.8 above.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates DiaCarta shall keep complete, true and accurate books of account accounts and records for the purpose of determining compliance with this Agreement and with Luminex End User Licenses and Terms and Conditions for at least three (3) years following the amounts payable end of the Quarter to Ascentage under this Agreementwhich they pertain. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and to DiaCarta’s facilities will be open such records for inspection during such three (3)-year period and the three (3) months following such period by Luminex or an independentindependent auditor, certified public accountant chosen by Luminex and reasonably satisfactory acceptable to such Third Party SublicenseeDiaCarta, on behalf of, and as required by, Ascentage at DiaCarta’s site for the purpose of, among other things, (i) verifying the amounts payable by DiaCarta under this Article 4, (ii) reconciling the purchase of Beads hereunder with actual usage of such Beads in Assay Products shipped and Testing Services developed or provided, (iii) verifying payments hereundercompliance with the Quality Standards for Assay Products and Testing Services set forth in Article 3, (iv) verifying compliance with requirements for proper storage and keeping of Luminex Products in accordance with the terms and conditions included with such Luminex Products, (v) verifying compliance with the requirements herein that DiaCarta only purchase and distribute or use Luminex-provided spare parts for service and maintenance of Luminex Instruments, (bvi) obtain such audits rights from verifying compliance with the Third Party Sublicensee for itself requirements herein related to use, distribution and exercise such audit rights on behalf enforcement of Ascentage upon Ascentagethe End User Licenses and Terms and Conditions, and (vi) otherwise verifying DiaCarta’s request compliance with the terms of this Agreement, including, without limitation, those set forth in Articles 2 (Development and disclose the results thereof to AscentageCommercialization) and 3 (Distribution; License Grant and Restrictions’). All such Such on-site inspections may be made no more than [***] once each calendar year Calendar Year, at reasonable times and on reasonable notice. No accounting period , except that in the event of Unity or its Affiliate or Third Party Sublicensee shall a noncompliance, additional quarterly inspections may be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) daysmade until the noncompliance has been fully remediated. Inspections conducted under this Section 6.2 4.17 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Luminex, unless a variation or error producing an increase underpayment in amounts payable exceeding [***] percent ([***]%) of the amount stated paid for any the period covered by the inspection is established in the inuTe course of any such inspection, whereupon all reasonable fees and costs of such audit of relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid by UnityDiaCarta, together with interest as specified in Section 4.15. The Parties will endeavor to minimize disruption of DiaCarta’s normal business activities to the extent reasonably practicable. For avoidance of confusion, the rights and obligations of this Section 4.17 shall apply to all Assay Products and Testing Services running on xMAP technology.

Records; Inspection. During (a) Each Party and its relevant Affiliates, licensees and sublicensees (“Related Parties”) shall keep and maintain (in conformity with the term of this Agreement and Accounting Standards), for a period of [***] calendar years following the end of each calendar year during the term of this Agreement, complete and accurate records to enable amounts payable under this Agreement to be determined. Each Party (the “Auditing Party”) shall have the right, [***]) years thereafter, Unity ] per calendar year and its Affiliates shall keep complete, true and accurate books of account and only [***] with respect to the records for the purpose of determining the amounts payable any given accounting period, to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant accounting firm reasonably acceptable to Unity to audit the other Party (the “Audited Party”) review any such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than in the preceding [***] ([***]location(s) years. Unity agrees to either: (a) require each where such records are maintained by the Audited Party or any of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or relevant Related Parties upon reasonable notice (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may which shall be made no more less than [***] each calendar year at reasonable times days prior written notice) and on reasonable notice. No accounting period during regular business hours for the sole purpose of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results verifying the basis and accuracy of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage payments under this Agreement within the [***] ([***]) daysmost recent calendar years as of the date of the request for review. Inspections conducted Prior to any review, the independent certified public accounting firm shall have entered into a written agreement with the Audited Party or its relevant Related Parties limiting the use of such records to verification of the accuracy of payments due under this Agreement and prohibiting the disclosure of any information contained in such records to a Third Party for any purpose and to the Auditing Party for a purpose other than as set forth in this Section 4.12. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts owed by or due under this Agreement to the Auditing Party for such period. After review of the certified public accounting firm’s report, the Audited Party shall promptly pay any understated amounts due to the Auditing Party, together with any interest owed thereon pursuant to Section 4.16. Any overpayment made by a Party shall be fully creditable against amounts payable in subsequent payment periods or promptly refunded, at the overpaid Party’s election. Any review or audit by an independent certified public accounting firm under this Section 6.2 shall 4.12 is to be made at the expense of Ascentage the Auditing Party, except that if the results of the review reveal that the Audited Party has underpaid (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted or in the case where Adimab is the Audited Party, overbilled) by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of or more for the amount stated for any period is established in under review, then the course of any such inspection, whereupon all reasonable costs of such audit of such period will shall be paid promptly by Unitythe Audited Party.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates Each Party shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts or milestone payment amounts payable to Ascentage under this Agreement. Ascentage Such books and records shall have be kept at the right to cause an independentprincipal place of business of each Party, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross salesas the case may be, Net Sales and royalty payments for a period covering not more than the preceding at least [***] (years following the end of the [***]] month period to which they pertain. Each Party (the “Audited Party”) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books shall make such account and records and to open such records available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection by an independentduring business hours, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more with not less than [***] each calendar year at reasonable times Business Days’ advance written notice, by an independent auditor nominated by such and on reasonable notice. No accounting period reasonably acceptable for the Audited Party, for the purpose of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results verifying the accuracy of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within statement or [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED CONFIDENTIAL report given by the Audited Party pursuant to Sections 11.8.1 and 11.8.2, as well as any Development Costs due by a Party to the other Party. Such auditor shall advise the Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder (including payments due in connection with the Development Costs, Manufacturing Costs and Net Sales) have been accurately recorded, calculated and reported, and, if not, then the amount of such discrepancy. A Party’s financial records with respect to a given period of time shall only be subject to one (1) audit, except in the case of fraud. The Auditing Party’s right to perform an audit pertaining to any Calendar Year shall expire [***]) days] years after the end of such year. Inspections conducted under this Section 6.2 The auditor shall be at required to keep confidential all information learnt during any such inspection, and to disclose to the expense Auditing Party only such details as may be necessary to report the accuracy of Ascentage (and Ascentage will reimburse Unitythe Audited Party’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentagestatement or report. The Auditing Party shall be responsible for the auditor’s request under (b) above)costs, unless the auditor certifies that there was a variation or error producing an increase exceeding [***] percent ([***]%) of the royalty amount stated for any period is established in covered by the course of any such inspection, whereupon then all reasonable costs of such audit of relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by Unitythe Audited Party, together with interest thereon from the date such were due at the lesser of the legal rate fixed by the European Central Bank plus [***] percent ([***]%) or the highest rate permissible by Law, and any amounts payable pursuant to this Section 11.8.3 shall be credited first to interest and then to any outstanding royalties.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than [***] once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 7.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.