Common use of Records; Inspection Clause in Contracts

Records; Inspection. (a) MorphoSys shall keep and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products, including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(c) at MorphoSys’ s premises in Germany on reasonable notice during regular business hours (in accordance with the remaining provisions of this Section) no more than once in any calendar year. (b) Upon timely request and at least […***…] prior written notice from Xencor, MorphoSys shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At Xencor’s expense no more than once per calendar year, Xencor has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor an audit, conducted in accordance with GAAP, of such books and records of MorphoSys and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales for the period or periods requested by Xencor and the correctness of any report or payments made under this Agreement (all subject to subsection (b)). (d) MorphoSys shall ensure that its Sublicensees keep complete and accurate records of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys and any Sublicensee is in effect and thereafter for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect to such Sublicensee and shall report the results of such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s request. (e) All information, data, documents and abstracts referred to in this Section shall be used only for the purpose of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than […***…] from the end of the calendar year to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (g) If the audit reveals an underpayment, MorphoSys shall promptly pay to Xencor the amount of such undisputed underpayment plus interest in accordance with Section 5.14. If the audit reveals that the undisputed monies owed by MorphoSys to Xencor has been understated by more than […***…] ([…***…]%) for the period audited, MorphoSys shall, in addition, pay the reasonable costs of such audit.

Records; Inspection. (a) MorphoSys Surface shall keep and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products, Antibody and Licensed Product including all such records that may be necessary for the purposes of calculating all payments due under this AgreementAgreement for a period of at least [***] years. MorphoSys Surface shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(cAdimab (and which is reasonably acceptable to Surface) at MorphoSys’ s Surface’s premises in Germany the United States on reasonable notice during regular business hours as provided in Section 4.11 (in accordance with the remaining provisions of this Section) no more than once in any calendar yearb ). (b) Upon timely request and at least […***…] prior written notice from Xencor, MorphoSys shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At XencorAdimab’s expense no more than once [***] per calendar year, Xencor Adimab has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor Adimab an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of MorphoSys Surface and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales Sales, for the period or periods requested by Xencor Adimab within the [***] most recent calendar years as of the date of the audit performance, and the correctness of any report or payments made under this Agreement Agreement. No period may be audited more than once. Prior to any review, such accounting firm shall have entered into a written agreement with Surface (all subject to subsection (b)). (dor its Affiliates, licensees or sublicensees) MorphoSys shall ensure that its Sublicensees keep complete and accurate records limiting the use of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) records to verification of the Licensed Products including all such records that may be necessary for the purposes accuracy of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make Agreement and prohibiting the disclosure of any information contained in such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys a Third Party and any Sublicensee is in effect and thereafter to Adimab for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more purpose other than once as set forth in any calendar year, MorphoSys shall exercise its audit rights with respect to such Sublicensee and shall report the results of such audit to Xencor in accordance with this Section 5.13(f4.11(b). The costs report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by Surface during such period is accurate or inaccurate and the actual amounts owed by or due under this Agreement to Adimab for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s requestperiod. (e) All information, data, documents and abstracts referred to in this Section shall be used only for the purpose of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than […***…] from the end of the calendar year to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (gc) If the audit reveals an underpayment, MorphoSys Surface shall promptly pay to Xencor Adimab the amount of such undisputed underpayment plus interest in accordance with Section 5.144.15. If Any overpayment made by Surface shall be fully creditable against amounts payable in subsequent payment periods or promptly refunded, at Adimab’ s election. Any audit by an independent certified public accounting firm under this Section 4.11 is to be made at the expense of Adimab, but if the audit reveals that the undisputed monies owed by MorphoSys Surface to Xencor Adimab has been understated by more than […***…] (percent […***…]%) ] for the period audited, MorphoSys Surface shall, in addition, pay the reasonable out-of-pocket costs incurred by Adimab of such audit. (d) The Parties agree that all information provided in a royalty payment report, all records kept by Surface or its Affiliates, licensees and sublicensees under this Section 4.11 or Section 4.12, and any information provided by the independent certified public accounting firm to Adimab are Confidential Information of Surface.

Records; Inspection. (a) MorphoSys With respect to each Service, Provider or its applicable Affiliate shall keep reasonable and ensure customary books, accounts, and records of all activities carried out, and all Service Fees and other costs and expenses (including Set-Up Costs, Service Costs, Service Exit Costs and Early Termination Costs) incurred, in the performance of its obligations under this Agreement with respect to such Service, and any other information or records in respect of any period, including periods prior to the Service Period for each Service, that could reasonably be expected to be relevant to any Tax Authority Claim in respect of any Service, in each case in a manner consistent with the internal record keeping and retention policies of such entity but in no event for a period that is less than as required by Law or any applicable Governmental Order. Provider shall, and shall cause its Affiliates keep complete to, permit Recipient and accurate records of its sales Representatives reasonable access to inspect and other dispositions copy (including use in clinical trials, or provision on a compassionate use basis or as marketing samplesat Recipient’s cost) of the Licensed Products, including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(c) at MorphoSys’ s premises in Germany on reasonable notice during regular business hours such books, accounts, and records: (i) during the twelve (12) month period following the invoice date for a particular Service (but no more than two (2) times during any consecutive twelve (12) month period) to audit any amounts invoiced to Recipient or any Recipient Affiliate for such Service and (ii) during any such longer period that Provider retains such books, accounts, and records in accordance with its internal record keeping and retention policies or in accordance with Laws or any applicable Governmental Order, for legal, compliance, or regulatory (for clarity, not including auditing amounts invoiced) purposes or for the remaining provisions purpose of this Sectionprosecuting any Tax Authority Claim. Such access and audit rights shall be subject to the principles set forth in Exhibit J. In the event of any overcharge by Provider (or its applicable Affiliate), Provider (or its applicable Affiliate) shall promptly (and in no more than once five (5) Business Days) refund such overcharge to Recipient or its designee; provided that, subject to Provider (or its applicable Affiliate) permitting reasonable access in accordance with sub Section (i) above, Recipient shall not be permitted to initiate a challenge of any calendar yearinvoice or amounts reflected therein after the expiration of the twelve (12) month period referred to in sub Section (i) above and neither Provider nor its applicable Affiliate shall be obligated to refund any such overage for which such a challenge was initiated after such period. Notwithstanding anything to the contrary herein, in no event shall Provider (or any of its Affiliates) be required to provide access to, or otherwise disclose the contents of, any Provider Combined Tax Return and in no event shall Recipient Parent (or any of its Affiliates) be required to provide access to, or otherwise disclose the contents of, any Recipient Combined Tax Return. (b) Upon timely request and at least […***…] prior written notice from XencorIf in connection with any legal, MorphoSys shall permit such compliance or regulatory requirement, internal or external audit to be conducted during regular business hours or internal or external investigation, Recipient or any of its Affiliates requires (x) supporting evidence in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior respect of activities performed pursuant to the audit notification. Services and/or (cy) At Xencorwritten assurance in respect of Provider’s expense no more than once per calendar year, Xencor has the right to retain an independent certified public accountant from a nationally recognized (or its Group’s) internal processes and controls applied in the U.S.) accounting firm (that is not an Affiliate performance of Xencor) to perform on behalf of Xencor an auditthe Services, conducted in accordance with GAAP, of Provider will provide such books and records of MorphoSys and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales for the period evidence or periods requested by Xencor and the correctness of any report or payments made under this Agreement (all assurance subject to subsection (b)). (d) MorphoSys shall ensure that its Sublicensees keep complete and accurate records of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys and any Sublicensee is in effect and thereafter for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect to such Sublicensee and shall report the results of such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless following: (i) an underpayment Recipient shall notify Provider of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) the evidence or assurance required, giving reasonable detail of the reason for the requirement; (ii) MorphoSys would also have performed an audit the evidence or assurance required is not already in the possession of the Recipient or any member of its Sublicensee Group, whether through its receipt of the Services or otherwise; (iii) the Parties (each acting reasonably and in good faith) agree on the expected scope of the evidence or assurance required and the target timeline for delivering such evidence or assurance (it being acknowledged by Recipient that calendar year without XencorProvider will be permitted to take account of its and its Group’s own business requirements in deploying resources to meet Recipient’s request. ). Provider will provide the evidence or assurance agreed pursuant to sub-Section (eiii) All informationabove free of charge unless Provider reasonably anticipates that the time required, dataor cost incurred, documents in doing so exceeds (or is likely to exceed) the applicable materiality threshold (as defined by the Parties in the Operating Manual), in which case the Parties (each acting reasonably and abstracts referred to in this Section good faith) shall be used only discuss and agree an appropriate fee that Provider will charge Recipient for providing the purpose of verifying compliance with this Agreement, required evidence or assurance (and Provider shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than […***…] from the end required to provide such evidence of the calendar year to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Sectionassurance until such fee has been agreed in writing). (g) If the audit reveals an underpayment, MorphoSys shall promptly pay to Xencor the amount of such undisputed underpayment plus interest in accordance with Section 5.14. If the audit reveals that the undisputed monies owed by MorphoSys to Xencor has been understated by more than […***…] ([…***…]%) for the period audited, MorphoSys shall, in addition, pay the reasonable costs of such audit.

Records; Inspection. (a) MorphoSys Apogee shall, and shall keep cause its applicable Affiliates to, create and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed all Products, including all such records that may be are reasonably necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(c) at MorphoSys’ s premises in Germany on reasonable notice during regular business hours (in accordance with the remaining provisions of this Section) no more than once in any calendar year. (b) Upon timely request and at least […***…] prior reasonable advance written notice from Xencorto Apogee, MorphoSys Paragon shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At Xencor’s expense no more than once per calendar year, Xencor has have the right to retain an independent certified public accountant from a nationally recognized (in the U.S.US) independent certified public accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of MorphoSys and Apogee or its applicable Affiliates as are deemed may be reasonably necessary by to verify the independent public accountant accuracy of any reports provided pursuant to report on Net Sales Section 4.3 hereunder for any calendar quarter ending not more than [***] calendar months prior to the period date of such request. Such audits shall not occur more frequently than [***] in each calendar year and shall not be conducted more than [***] with respect to any reporting period, in each case other than for cause. All information disclosed or periods observed during any audit pursuant to this Section 4.9 shall be the Confidential Information of Apogee, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Xencor and Apogee, by requiring such accounting firm to enter into a customary confidentiality agreement with Apogee prior to the correctness initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Apogee and Paragon a written report disclosing whether the reports submitted by Apogee are correct or payments made under this Agreement (all subject incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding Axxxxx’s records shall be provided to subsection (b))Paragon. (d) MorphoSys Paragon shall ensure bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that its Sublicensees keep complete and accurate records of if any such Sublicensee’s sales and other dispositions audit uncovers an underpayment by Apogee that exceeds [***] percent (including use in clinical trials, or provision on a compassionate use basis or as marketing samples[***]%) of the Licensed Products including all total owed for such records that may be necessary payment or payment period, as applicable, then Apogee shall reimburse Paragon for the purposes of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys and any Sublicensee is in effect and thereafter for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect amounts actually paid to such Sublicensee and shall report the results of accounting firm for performing such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s requestaudit. (e) All informationIf such accounting firm concludes that Apogee has in aggregate underpaid amounts owed to Paragon during the audited period, data, documents and abstracts referred to in this Section Apogee shall be used only for pay Paragon the purpose amount of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than discrepancy within […***…] from the end days of the calendar year date Paragon delivers to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys Apogee such accounting firm’s written report and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (g) If the audit reveals an underpayment, MorphoSys shall promptly pay to Xencor the amount of invoice for such undisputed underpayment plus interest in accordance with Section 5.14amounts. If such accounting firm concludes that Apogee has in aggregate overpaid amounts owed to Paragon during the audit reveals that the undisputed monies owed by MorphoSys audited period, then Apogee may, at its election, either credit such overpaid amount against any future payment obligation to Xencor has been understated by more than Paragon or require Paragon to refund such amounts within […***…] ([…***…]%) for the period audited, MorphoSys shall, in addition, pay the reasonable costs of such auditdays.

Records; Inspection. (a) MorphoSys Apogee shall, and shall keep cause its applicable Affiliates to, create and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed all Products, including all such records that may be are reasonably necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(c) at MorphoSys’ s premises in Germany on reasonable notice during regular business hours (in accordance with the remaining provisions of this Section) no more than once in any calendar year. (b) Upon timely request and at least […***…] prior reasonable advance written notice from Xencorto Apogee, MorphoSys Paragon shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At Xencor’s expense no more than once per calendar year, Xencor has have the right to retain an independent certified public accountant from a nationally recognized (in the U.S.US) independent certified public accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of MorphoSys and Apogee or its applicable Affiliates as are deemed may be reasonably necessary by to verify the independent public accountant accuracy of any reports provided pursuant to report on Net Sales Section 5.4 hereunder for any Calendar Quarter ending not more than [***] calendar months prior to the period date of such request. Such audits shall not occur more frequently than [***] in each Calendar Year and shall not be conducted more than [***] with respect to any reporting period, in each case other than for cause. All information disclosed or periods observed during any audit pursuant to this Section 5.10 shall be the Confidential Information of Apogee, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Xencor and Apogee, by requiring such accounting firm to enter into a customary confidentiality agreement with Apogee prior to the correctness initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Apogee and Paragon a written report disclosing whether the reports submitted by Apogee are correct or payments made under this Agreement (all subject incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding Axxxxx’s records shall be provided to subsection (b))Paragon. (d) MorphoSys Paragon shall ensure bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that its Sublicensees keep complete and accurate records of if any such Sublicensee’s sales and other dispositions audit uncovers an underpayment by Apogee that exceeds [***] percent (including use in clinical trials, or provision on a compassionate use basis or as marketing samples[***]%) of the Licensed Products including all total owed for such records that may be necessary payment or payment period, as applicable, then Apogee shall reimburse Paragon for the purposes of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys and any Sublicensee is in effect and thereafter for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect amounts actually paid to such Sublicensee and shall report the results of accounting firm for performing such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s requestaudit. (e) All informationIf such accounting firm concludes that Apogee has in aggregate underpaid amounts owed to Paragon during the audited period, data, documents and abstracts referred to in this Section Apogee shall be used only for pay Paragon the purpose amount of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than discrepancy within […***…] from the end days of the calendar year date Paragon delivers to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys Apogee such accounting firm’s written report and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (g) If the audit reveals an underpayment, MorphoSys shall promptly pay to Xencor the amount of invoice for such undisputed underpayment plus interest in accordance with Section 5.14amounts. If such accounting firm concludes that Apogee has in aggregate overpaid amounts owed to Paragon during the audit reveals that the undisputed monies owed by MorphoSys audited period, then Apogee may, at its election, either credit such overpaid amount against any future payment obligation to Xencor has been understated by more than Paragon or require Paragon to refund such amounts within […***…] ([…***…]%) for the period audited, MorphoSys shall, in addition, pay the reasonable costs of such auditdays.

Records; Inspection. (a) MorphoSys Aveo shall keep and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products, Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys Aveo shall make such records available for inspection by an accounting firm selected by Xencor Kirin under Section 5.13(c5.17(c) at MorphoSys’ s Aveo’s premises in Germany the United States on reasonable notice during regular business hours (in accordance with the remaining provisions of this SectionSection 5.17) no more than once in any calendar year. (b) Upon timely request and at least […***…] thirty (30) business days’ prior written notice from XencorKirin, MorphoSys Aveo shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSysAveo’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this SectionSection 5.17, not to exceed […***…] five (5) years prior to the audit notification. (c) At XencorKirin’s expense no more than once per calendar year, Xencor Kirin has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm (that is not an Affiliate of XencorKirin) to perform on behalf of Xencor Kirin an audit, conducted in accordance with GAAP, of such books and records of MorphoSys Aveo and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales for the period or periods requested by Xencor Kirin and the correctness of any report or payments made under this Agreement (all subject to subsection (b)). (d) MorphoSys Aveo shall ensure that its Sublicensees keep complete and accurate records of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys Aveo shall require that such Sublicensee make such records available for inspection by MorphoSys Aveo or an independent auditor reasonably acceptable to Sublicenseeaccounting firm selected by Aveo, at least once during any calendar year in which the agreement between MorphoSys Aveo and any Sublicensee is in effect and thereafter for a period of […***…] five (5) years after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, Kirin with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys Aveo shall exercise its audit rights with respect to such Sublicensee and shall report the results of such audit to Xencor Kirin in accordance with Section 5.13(f5.17(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s request. (e) All information, data, documents and abstracts referred to in this Section 5.17 shall be used only for the purpose of verifying compliance with this Agreement, shall be treated as MorphoSys’ Aveo’s Confidential Information subject to the obligations of this Agreement and need not neither be retained more than […***…] one (1) year after completion of an audit hereof, if an audit has been requested; nor more than five (5) years from the end of the calendar year to which each shall pertain; nor more than three (3) years after the date of the expiration or termination of this Agreement. (f) Summary of audit Audit results shall be shared by MorphoSys Aveo and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligationsKirin. The auditor shall be under written obligations to MorphoSys Aveo (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this SectionSection 5.17). (g) If the audit reveals an underpayment, MorphoSys Aveo shall promptly pay to Xencor Kirin the amount of such undisputed underpayment plus interest in accordance with Section 5.145.18. If the audit reveals that the undisputed monies owed by MorphoSys Aveo to Xencor Kirin has been understated by more than […***…] five percent ([…***…]5%) for the period audited, MorphoSys Aveo shall, in addition, pay the reasonable costs of such audit. If the audit reveals an undisputed overpayment, the amount of such overpayment shall be payable to Aveo as provided in Section 5.12.

Records; Inspection. (a) MorphoSys Pharmstandard shall keep keep, and ensure that its Affiliates keep keep, complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products, Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys Pharmstandard shall make such records available for inspection by an accounting firm selected by Xencor AVEO under Section 5.13(c4.13(c) at MorphoSys’ s Pharmstandard’s premises in Germany on reasonable notice during regular business hours (in accordance with the remaining provisions of this SectionSection 4.13) no more than once in any calendar year. (b) Upon timely request and at least […***…] thirty (30) days’ prior written notice from XencorAVEO, MorphoSys Pharmstandard shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSysPharmstandard’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this SectionSection 4.13, not to exceed […***…] five (5) years prior to the audit notification. (c) At XencorAVEO’s expense no more than once per calendar year, Xencor AVEO has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor AVEO an audit, conducted in accordance with GAAP, of such books and records of MorphoSys Pharmstandard and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales for the period or periods requested by Xencor AVEO and the correctness of any report or payments made under this Agreement (all subject to subsection (b)). (d) MorphoSys Pharmstandard shall ensure that its Sublicensees keep complete and accurate records of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products including all such records that may be necessary for the purposes of calculating all payments due under this Agreement. MorphoSys Pharmstandard shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable provide copies of its audited financial statements that are compiled in accordance with Applicable Law to SublicenseePharmstandard, at least once during any calendar year in which the agreement between MorphoSys Pharmstandard and any Sublicensee is in effect and thereafter for a period of […***…] five (5) years after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, AVEO with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys Pharmstandard shall exercise its audit rights with respect to such Sublicensee and shall report the results deliver copies of such audit audited financial statements to Xencor AVEO in accordance with Section 5.13(f4.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s request. (e) All information, data, documents and abstracts referred to in this Section 4.13 shall be used only for the purpose of verifying compliance with this Agreement, shall be treated as MorphoSys’ Pharmstandard’s Confidential Information subject to the obligations terms of Article 6 of this Agreement and need not neither be retained more than […***…] one (1) year after completion of an audit hereof, if an audit has been requested; nor more than five (5) years from the end of the calendar year to which each shall pertain; nor more than three (3) years after the date of the expiration or termination of this Agreement. (f) Summary of audit Audit results shall be shared between the Parties, and may be provided by MorphoSys and Xencor AVEO to the extent reasonably necessary to enable Xencor to verify compliance with payment obligationsKHK. The auditor shall be under bound by written obligations to MorphoSys Pharmstandard (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this SectionSection 4.13). (g) If the audit reveals an underpayment, MorphoSys Pharmstandard shall promptly pay to Xencor AVEO the amount of such undisputed underpayment plus interest in accordance with Section 5.144.14. If the audit reveals that the undisputed monies owed by MorphoSys Pharmstandard to Xencor AVEO has been understated by more than […***…] five percent ([…***…]5%) for the period audited, MorphoSys Pharmstandard shall, in addition, pay the reasonable costs of such audit. If the audit reveals an undisputed overpayment, the amount of such overpayment shall be payable to Pharmstandard as provided in Section 4.9.

Records; Inspection. (a) MorphoSys Surface shall keep and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed Products, Antibody and Licensed Product including all such records that may be necessary for the purposes of calculating all payments due under this AgreementAgreement for a period of at least [***] years. MorphoSys Surface shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(cAdimab (and which is reasonably acceptable to Surface) at MorphoSys’ s Surface’s premises in Germany the United States on reasonable notice during regular business hours (as provided in accordance with the remaining provisions of this Section) no more than once in any calendar yearSection 4.11(b). (b) Upon timely request and at least […***…] prior written notice from Xencor, MorphoSys shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At XencorAdimab’s expense no more than once [***] per calendar year, Xencor Adimab has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor Adimab an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of MorphoSys Surface and its Affiliates as are deemed necessary by the independent public accountant to report on Net Sales Sales, for the period or periods requested by Xencor Adimab within the [***] most recent calendar years as of the date of the audit performance, and the correctness of any report or payments made under this Agreement Agreement. No period may be audited more than once. Prior to any review, such accounting firm shall have entered into a written agreement with Surface (all subject to subsection (b)). (dor its Affiliates, licensees or sublicensees) MorphoSys shall ensure that its Sublicensees keep complete and accurate records limiting the use of such Sublicensee’s sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) records to verification of the Licensed Products including all such records that may be necessary for the purposes accuracy of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make Agreement and prohibiting the disclosure of any information contained in such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys a Third Party and any Sublicensee is in effect and thereafter to Adimab for a purpose other than as set forth in this Section 4.11(b). The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by Surface during such period of is accurate or inaccurate and the actual amounts owed by or due under this Agreement to Adimab for such period. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…] after the calendar year to which the audit pertains]”. Upon the reasonable request of XencorA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect to such Sublicensee and shall report the results of such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s requestAS AMENDED. (e) All information, data, documents and abstracts referred to in this Section shall be used only for the purpose of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than […***…] from the end of the calendar year to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (gc) If the audit reveals an underpayment, MorphoSys Surface shall promptly pay to Xencor Adimab the amount of such undisputed underpayment plus interest in accordance with Section 5.144.15. If Any overpayment made by Surface shall be fully creditable against amounts payable in subsequent payment periods or promptly refunded, at Adimab’s election. Any audit by an independent certified public accounting firm under this Section 4.11 is to be made at the expense of Adimab, but if the audit reveals that the undisputed monies owed by MorphoSys Surface to Xencor Adimab has been understated by more than […***…] (percent […***…]%) ] for the period audited, MorphoSys Surface shall, in addition, pay the reasonable out-of-pocket costs incurred by Adimab of such audit. (d) The Parties agree that all information provided in a royalty payment report, all records kept by Surface or its Affiliates, licensees and sublicensees under this Section 4.11 or Section 4.12, and any information provided by the independent certified public accounting firm to Adimab are Confidential Information of Surface.

Records; Inspection. (a) MorphoSys Apogee shall, and shall keep cause its applicable Affiliates to, create and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of the Licensed all Products, including all such records that may be are reasonably necessary for the purposes of calculating all payments due under this Agreement. MorphoSys shall make such records available for inspection by an accounting firm selected by Xencor under Section 5.13(c) at MorphoSys’ s premises in Germany on reasonable notice during regular business hours (in accordance with the remaining provisions of this Section) no more than once in any calendar year. (b) Upon timely request and at least […***…] prior reasonable advance written notice from Xencorto Apogee, MorphoSys Paragon shall permit such audit to be conducted during regular business hours in such a manner as to not unnecessarily interfere with MorphoSys’s normal business activities. Such audit shall be limited to results in any period that has not previously been audited under this Section, not to exceed […***…] prior to the audit notification. (c) At Xencor’s expense no more than once per calendar year, Xencor has have the right to retain an independent certified public accountant from a nationally recognized (in the U.S.US) independent certified public accounting firm (that is not an Affiliate of Xencor) to perform on behalf of Xencor Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of MorphoSys and Apogee or its applicable Affiliates as are deemed may be reasonably necessary by to verify the independent public accountant accuracy of any reports provided pursuant to report on Net Sales Section 4.3 hereunder for any Calendar Quarter ending not more than [***] calendar months prior to the period date of such request. Such audits shall not occur more frequently than [***] in each Calendar Year and shall not be conducted more than [***] with respect to any reporting period, in each case other than for cause. All information disclosed or periods observed during any audit pursuant to this Section 4.9 shall be the Confidential Information of Apogee, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Xencor and Apogee, by requiring such accounting firm to enter into a customary confidentiality agreement with Apogee prior to the correctness initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Apogee and Paragon a written report disclosing whether the reports submitted by Apogee are correct or payments made under this Agreement (all subject incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding Axxxxx’s records shall be provided to subsection (b))Paragon. (d) MorphoSys Paragon shall ensure bear its internal expenses and the out-of-pocket costs for engaging such accounting firm in connection with performing such audits; provided, however, that its Sublicensees keep complete and accurate records of if any such Sublicensee’s sales and other dispositions audit uncovers an underpayment by Apogee that exceeds [***] percent (including use in clinical trials, or provision on a compassionate use basis or as marketing samples[***]%) of the Licensed Products including all total owed for such records that may be necessary payment or payment period, as applicable, then Apogee shall reimburse Paragon for the purposes of calculating all payments due under this Agreement. MorphoSys shall require that such Sublicensee make such records available for inspection by MorphoSys or an independent auditor reasonably acceptable to Sublicensee, once during any calendar year in which the agreement between MorphoSys and any Sublicensee is in effect and thereafter for a period of […***…] after the calendar year to which the audit pertains. Upon the reasonable request of Xencor, with respect to any such Sublicensee, and no more than once in any calendar year, MorphoSys shall exercise its audit rights with respect amounts actually paid to such Sublicensee and shall report the results of accounting firm for performing such audit to Xencor in accordance with Section 5.13(f). The costs for such requested audit shall be paid by Xencor unless (i) an underpayment of more than […***…] ([…***…]%) is revealed as described in section 5.13 (g) or (ii) MorphoSys would also have performed an audit of its Sublicensee in that calendar year without Xencor’s requestaudit. (e) All informationIf such accounting firm concludes that Apogee has in aggregate underpaid amounts owed to Paragon during the audited period, data, documents and abstracts referred to in this Section Apogee shall be used only for pay Paragon the purpose amount of verifying compliance with this Agreement, shall be treated as MorphoSys’ Confidential Information subject to the obligations of this Agreement and need not be retained more than discrepancy within […***…] from the end days of the calendar year date Paragon delivers to which each shall pertain. (f) Summary of audit results shall be shared by MorphoSys Apogee such accounting firm’s written report and Xencor to the extent reasonably necessary to enable Xencor to verify compliance with payment obligations. The auditor shall be under written obligations to MorphoSys (and, where applicable, any Sublicensee) of confidentiality and non-use (other than uses required by this Section). (g) If the audit reveals an underpayment, MorphoSys shall promptly pay to Xencor the amount of invoice for such undisputed underpayment plus interest in accordance with Section 5.14amounts. If such accounting firm concludes that Apogee has in aggregate overpaid amounts owed to Paragon during the audit reveals that the undisputed monies owed by MorphoSys audited period, then Apogee may, at its election, either credit such overpaid amount against any future payment obligation to Xencor has been understated by more than Paragon or require Paragon to refund such amounts within […***…] ([…***…]%) for the period audited, MorphoSys shall, in addition, pay the reasonable costs of such auditdays.