Common use of Records Retention Audit Clause in Contracts

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRS, in the case of AstraZeneca, and in accordance with IAS, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 9, or any other payment due hereunder. Such records or books of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.5) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three (3) years preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%), the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 with respect to a Calendar Year within the three (3) year period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRS, in the case of AstraZeneca, and in accordance with IAS, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 96, or any other payment due hereunder. Such [***] 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. records or books of account shall be kept until the third (3rd) anniversary [***] of December 31 of the Calendar Year in which the relevant Licensed Program Product are is sold (in the case of royalty or other payments due under Section 9.56.4) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, Sanofi Licensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three (3) years [***] preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca Sanofi only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%), the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 10.1 with respect to a Calendar Year within the three (3) year [***] period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. 5.9.1 Until the fifth (a5th) Each Party anniversary of the Calendar Year in which Net Sales are generated by Fovea, Fovea shall keep or cause require to be kept by its Sublicensees and Affiliates accurate records or books of account in accordance with IFRS, in applicable generally accepted accounting principles showing the case of AstraZeneca, and in accordance with IAS, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 9, or any other payment due hereunder. Such records or books of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year Milestones in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.5) or in the period for which any other payment hereunder is required 5.2.3 with respect to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentenceNet Sales. (b) 5.9.2 Upon the written request of the other PartyCombinatoRx, each Party Fovea shall permit and shall require its Sublicensees and Affiliates to permit a qualified certified public accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and no more than once in with respect to any given Calendar Year, such year and going back no more than three (3) years preceding the current Calendar Yearyear, all or any part of the audited Party’s records and books of Fovea or its Sublicensees and Affiliates, as applicable, as are necessary to check the accuracy of any payments made or required the royalties paid and the Net Sales relevant to be made hereunderthe Milestones in Section 5.2.3. The accounting firm shall enter into appropriate obligations with the audited Party Fovea or its Sublicensees or Affiliates to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx CombinatoRx and AstraZeneca Fovea only whether the payments made royalty reports and Net Sales relevant to the Milestones in Section 5.2.3 are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspectionCombinatoRx. The charges of the accounting firm shall be paid by the Party requesting the inspectionCombinatoRx, except that if the payments being audited royalties have been underpaid or the costs being reimbursed have been overstated, in each case understated by more than five percent (5%)) or if a Milestones in Section 5.2.3 should have been paid, the charges will shall be paid by the Party whose records and books are being inspectedFovea. Fovea shall promptly pay any shortages in royalty payments regardless of amount. Any failure by a Party CombinatoRx to exercise its rights right under this Section 13.1 5.9.2 with respect to a Calendar Year within the three (3) year time period allotted therefor for which records must be maintained shall constitute a waiver by such Party CombinatoRx of its right to later object to any payments made by the other Party Fovea under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept Micromet will maintain complete and accurate books, records and accounts used for the determination of account royalties payable in accordance connection with IFRSNet Sales, in sufficient detail to confirm the case accuracy of AstraZenecaany payments required under this Agreement, which books, records and in accordance with IAS, in accounts will be retained by Micromet until [***] after the case of Ardelyx, showing information that is necessary for the accurate determination end of the royalties period to which such books, records and other payments due under Article 9, or any other payment due hereunder. Such records or books of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.5) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentenceaccounts pertain. (b) Upon MedImmune will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to have access during normal business hours, and upon reasonable prior written request notice, to such of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three (3) years preceding the current Calendar Year, all or any part records of the audited Party’s records and books Micromet as may be reasonably necessary to check verify the accuracy of any payments made or required received from Micromet for any calendar quarter ending not more than [***] prior to be made hereunderthe date of such request; provided, however, that MedImmune will not have the right to conduct more than one such audit in any [***] period. The accounting firm shall enter into appropriate obligations with will disclose to the Parties only whether the Net Sales reported by the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca only whether the payments made are correct or incorrect and the specific details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges auditing Party will bear all costs of such audit, unless the audit reveals a discrepancy in the audited Party’s favor of more than [***], in which case the audited Party will bear the cost of the audit. The results of such accounting firm shall will be paid final, absent manifest error. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If, based on the results of any audit, additional payments are owed to a Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%)under this Agreement, the charges amount of such payments will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 with respect to a Calendar Year within the three (3) year period allotted therefor shall constitute a waiver credited against future amounts payable by such Party of its right to later object to any payments made by the other Party under this Agreement during Agreement; provided, however, that if such Calendar Yearadditional payments are not fully credited within [***] after the receipt of the applicable audit results, the Party owing such additional payments will at such time pay the other Party any uncredited amounts thereof. (d) Each party will treat all information subject to review under this Section 9 in accordance with the provisions of Section 10 and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality agreement.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRSP.R.C. GAAP, in the case of AstraZenecaFOSUN, and in accordance with IASU.S. GAAP, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 9VI, or any other payment due hereunder. Such records or books of account shall be kept until the third [***] (3rd[***]) anniversary of December 31 of the Calendar Year in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.56.04) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the both Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three [***] (3[***]) years preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca FOSUN only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five [***] percent (5[***]%), the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 10.01 with respect to a Calendar Year within the three [***] (3[***]) year period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRSJapanese Generally Accepted Accounting Principles, in the case of AstraZenecaKHK, and in accordance with IASGAAP, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 9VI, or any other payment due hereunder. Such records or books of account shall be kept until the third [***] (3rd[***]) anniversary of December 31 of the Calendar Year in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.56.04) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three [***] (3[***]) years preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca KHK only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five [***] percent (5[***]%), the charges will shall be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 10.01 with respect to a Calendar Year within the three [***] (3[***]) year period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each 15.13.1 Until the [***] anniversary of 31 January of the Calendar Year in which a Product is sold, each Party shall keep or cause to be kept accurate records or books of account in accordance with IFRS, in IAS accounting principles showing the case of AstraZeneca, and in accordance with IAS, in the case of Ardelyx, showing information that is necessary for the accurate determination of the royalties and other payments due under Article 9, or any other payment due hereunder. Such records or books hereunder with respect to the sale of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year in which the relevant Licensed Product are sold (in the case of royalty or other payments due under Section 9.5) or in the period for which any other payment hereunder is required to be made. For clarity, each Party shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentenceProduct. (b) 15.13.2 Upon the written request of one Party the other Party, each Party shall permit a qualified certified public accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, Year and going back no more than three (3) years preceding the then current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunderthe royalties paid. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx and AstraZeneca the auditing Party only whether the payments made royalty reports are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspectionauditing Party. The charges of the accounting firm shall be paid by the Party requesting the inspectionauditing Party, except that if the payments being audited royalties have been underpaid or the costs being reimbursed have been overstated, in each case understated by more than five percent (5%), the charges will shall be paid by the Party whose records and books are being inspectedaudited Party. Any failure by a the auditing Party to exercise its rights right under this Section 13.1 Clause 15.13.2 with respect to a Calendar Year within the three (3) year period allotted therefor shall constitute a waiver by such that Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRSPRC GAAP, in the case of AstraZenecaFosun, and in accordance with IASU.S. GAAP, in the case of ArdelyxRevance, showing information that is necessary for the accurate determination of the Cost of Goods, the royalties and other payments due under Article 9VI, or any other payment due hereunder. Such records or books of account shall be kept until the third (3rd) [*] anniversary of December 31 of the Calendar Year in which the Product is relevant Licensed Product are is sold (in the case of royalty or other payments due under Section 9.56.04) or in the period for which any other payment hereunder is required to be made. For clarity, each Party Fosun shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee Sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the both Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three (3) [*] years preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any Cost of Goods calculated or payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx Revance and AstraZeneca Fosun only whether Cost of Goods calculated or the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. requesting the inspection, except that if the Cost of Goods being audited have been overcalculated, or the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%)[*], the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 10.01 with respect to a Calendar Year within the three (3) [*] year period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRSP.R.0 GAAP, in the case of AstraZenecaEOC, and in accordance with IASU.S. GAAP, in the case of ArdelyxAadi, showing information that is necessary for the accurate determination of the Cost of Goods, the royalties and other payments due under Article 9VI, or any other payment due hereunder. Such records or books of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year [***] in which the relevant Licensed Product are or Combination Product is sold (in the case of royalty or other payments due under Section 9.56.04) or in the period for which any other payment hereunder is required to be made. For clarity, each Party EOC shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee Sublicensee or subcontractor Third Party Subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the both Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year[***], and going back no more than three (3) years [***] preceding the current Calendar Year, all or any part of the audited Party’s 's records and books necessary to check the accuracy of any [***] calculated or payments made or required to be made hereunder. Such inspection requires a [***] prior written notice and shall not interfere with the regular business operation of the Party being inspected. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx Aadi and AstraZeneca EOC only whether [***] calculated or the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. inspection, except that if the [***] being audited have been overcalculated, or the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%)[***], the charges will be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its rights under this Section 13.1 10.01 with respect to a Calendar Year within the three (3) year period [***] allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

Records Retention Audit. (a) Each Party shall keep or cause to be kept accurate records of account in accordance with IFRSP.R.C GAAP, in the case of AstraZenecaLicensee, and in accordance with IASU.S. GAAP, in the case of ArdelyxSutro, showing information that is necessary for the accurate determination of (in the case of Licensee) the royalties and other payments due under Article 96, or any other payment due hereunderhereunder and (b) (in the case of Sutro) the applicable Cost of Goods,. Such records or books of account shall be kept until the third (3rd) anniversary of December 31 of the Calendar Year [*] in which the relevant Licensed Product are is sold (in the case of royalty or other payments due under Section 9.56.04) or in the period for which any other payment hereunder is required to be made. For clarity, each Party Licensee shall cause its Affiliates to keep, and shall require pursuant to a written agreement that any Sublicensee, other sublicensee Sublicensee or subcontractor performing activities hereunder keep accurate records or books of account in a manner that will permit such Party to comply with its obligations under the foregoing sentence. (b) Upon the written request of the other Party, each Party shall permit a qualified accountant or a person possessing similar professional status and associated with an independent internationally-recognized, certified public accounting firm acceptable to the both Parties to inspect during regular business hours and no more than once a year and once in any given Calendar Year, and going back no more than three (3) years [*] preceding the current Calendar Year, all or any part of the audited Party’s records and books necessary to check the accuracy of any Cost of Goods calculated or payments made or required to be made hereunder. The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Ardelyx Sutro and AstraZeneca Licensee only whether Cost of Goods calculated or the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the Party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the Cost of Goods being audited have been overcalculated, or the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than five percent (5%)[*], the charges will be paid by the Party whose records and books are being inspected. If the final result of the audit reveals an undisputed underpayment or overpayment, (i) Licensee shall pay to Sutro any underpayment discovered by such audit within [*] after the accounting firm’s report, and the part of underpayment that is within [*] of the original payment amount due shall not be considered a late payment under Section 6.12, (ii) in the case of an overpayment by Licensee, then Licensee may take a credit for such overpayment against any future payments due to Sutro, or if no future payments are due to Sutro then Sutro shall pay to Licensee any overpayment discovered by such audit within [*] after the accounting firm’s report. Any failure by a Party to exercise its rights under this Section 13.1 10.01 with respect to a Calendar Year within the three (3) year [*] period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.