Common use of Reports and Records Clause in Contracts

Reports and Records. 6.1 Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.7.1 Licensee must deliver to Licensor within **** after the end of each Calendar Quarter after the First Commercial Sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.27, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) An accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall keeppay the royalties due under Section 3.4 within **** following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within **** after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. In addition, within **** after the receipt of sublicense fees from any Third Party as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.7.4 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee. 3.7.5 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records that enable the royalties, fees, and payments payable under this Agreement (directly or through the Existing Licenses) to be verified. The records must be maintained for **** after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor (and its accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or, audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years **** thereafter, and during ordinary business hours after reasonable advance written notice . Licensee will promptly pay to Licensee, to such records as may be necessary, in Licensor the opinion of such auditor, to determine the correctness amount of any report and/or underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment made under this Agreementby **** or more, then Licensee will also promptly pay the costs and expenses of Licensor and accountants in connection with the review or audit. Such an auditor shall Without limiting the foregoing, Licensee acknowledges that its books and records will also be at CMCCsubject to the separate audit right of Licensor’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for licensors in accordance with the period July 1 through December 31 terms of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV aboveExisting Licenses. These reports shall include at least the following: 1****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Gross Compensation received by Licensee by countryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee 5.1 The Company shall keep, and shall require its Affiliates and Sublicensees to keep, keep full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine all particulars that may be necessary for the royalty and other purpose of showing the amounts payable to CMCC under this Agreementthe Licensor by way of royalty as aforesaid. Said books of account shall be kept at Licensee’s the Company's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained open up to twice per year upon reasonable notice to the Company, for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees to permit , for inspection by an auditor selected by CMCC the Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company's royalty statement or HARVARD and reasonably acceptable to Licensee to have accesscompliance in other respects with this License Agreement. If an inspection shows an under reporting or underpayment in excess of the greater of *** dollars ($***) or *** percent (***%) of royalties payable for any twelve (12) month period, during then the term Company shall reimburse the Licensor for the cost of this Agreement and for a period the inspection at the time the Company pays the unreported royalties, including any late charges as required by paragraph 5.4 of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor All payments required under this Article 5 shall be at CMCC’s or HARVARD’s, as appropriate, expense due within sixty (60) days of the date the Licensor provides the Company notice of the payment due. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyfiled separately with the Commission. 6.3 Licensee 5.2 Within sixty (60) days from the end of each quarter of each calendar year, the Company shall deliver to CMCC true the Licensor complete and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current yearreports, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees the Company during the preceding quarter under this License Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV abovehereunder. These reports These. shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of 5.2.1 All Licensed Products and Licensed Processes manufactured and used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 5. Aggregate xxxxxxxx 5.2.2 Total amounts invoiced for Licensed Products and Licensed Processes used, leased or sold, by or for the Company, its Affiliates or any sublicensees. 6. Applicable deductions5.2.3 Deductions applicable in computed "Net Sales" as defined in Paragraph 1.6. 7. 5.2.4 Total royalties duedue based on Net Sales by or for the Company, its Affiliates or any sublicensee, any lump sum payment due to the Licensor, if any, pursuant to paragraph 4.4. 8. 5.2.5 Names and addresses of all sublicensees and Affiliates of Licenseethe Company. 9. Licensed Products manufactured and sold to 5.2.6 On an annual basis, the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royaltyCompany's year-free, nonexclusive license that may heretofore have been granted to the U.S. Governmentend audited financial statements. 6.4 5.3 With each such quarterly report submitted under subparagraph 6.3submitted, Licensee the Company shall pay to CMCC the compensation Licensor the royalties due and payable under this Agreement. If no payments royalties shall be due, Licensee the Company shall so not be required to make a report pursuant to this Article 5. 5.4 Amounts that are not paid when due and that are not the subject of a bona fide dispute shall accrue interest from the due date until paid, at a rate equal to the then prevailing prime rate of Citibank, N.A., plus two percent (2%). 5.5 The Company agrees to forward to the Licensor semi-annually a copy of any report, which is in substance similar to the report required by this Article 5, received from any sublicensee and other documents received from any sublicensee as the Licensor may reasonably request, as may be pertinent to an accounting of royalties. 5.6 The Licensor agree to hold in confidence each report delivered by the Company pursuant to this Article 5 until the termination of this Agreement. Notwithstanding the foregoing, the Licensor may disclose any such information required to be disclosed pursuant to any judicial, administrative or governmental request, subpoena, requirement or order, provided that the Licensor takes reasonable steps to provide the Company with the opportunity to contest such request, subpoena, requirement or order.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC or HARVARD and reasonably acceptable audit the books of account described above from time to time upon reasonable notice to Licensee and in no event more than quarterly to have access, during the term of this Agreement and extent necessary to verify the reports provided for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, herein or compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 1st through December 31 31st of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 63. Applicable deductions. 74. Total royalties duedue to CMCC. 85. Names and addresses of all sublicensees of Licensee. 96. Payments received by Licensee from Affiliates and sublicensees. 7. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 5.01 Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, must keep full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty accounts and other records containing all particulars necessary to properly ascertain and verify the amounts payable to CMCC under this AgreementDUKE hereunder. Said These books of account shall must be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said These books and the supporting data shall must be retained open and available for inspection by DUKE or its designee(s) at least three (3) all reasonable times for a minimum of 3 years following the end of the calendar year to which they pertain. 6.2 Licensee agrees 5.02 DUKE shall, at its expense (except as specified below), have the right, from time to permit time and at reasonable times during normal business hours, through an auditor selected by CMCC or HARVARD independent certified public accountant, to examine the records of Licensee, including, but not limited to, sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and reasonably acceptable to Licensee to have accessdistributor agreements, during the term of this Agreement and for a period of three (3) years thereafteraccounting general ledgers, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessarysales tax returns, in order to verify the opinion of such auditor, to determine the correctness calculation of any report royalties and/or payment made fees payable under this Agreement. Such an auditor examination and verification shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall not occur not more than once per each calendar year. The auditor shall treat all information to which it has access under this paragraph as confidential If any such examination and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received verification reveals an underpayment by Licensee by country. 2. Noncash, nonliquid compensation portions to DUKE of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx more than [***] for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3any quarter examined, Licensee shall immediately pay DUKE the amount of such underpayment plus interest (in accordance with Article 3.10) and shall reimburse DUKE for all reasonable, documented expenses incurred in the examination and verification of the records by the independent certified public accountant. 5.03 By [***] of each year that this Agreement is in effect, Licensee must summarize the status of development of each Licensed Product, Licensed Process, or Licensed Service. The report must, if and as requested and specified by DUKE in advance, provide information at least sufficient to meet DUKE’s government reporting requirements and additionally must include summaries of Licensee’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each Licensed Product, Licensed Process, or Licensed Service. 5.04 After the first commercial sale of a Licensed Product, Licensed Processor Licensed Service, and in addition to the reports required under Article 5.03, Licensee must render to DUKE prior to [***] and [***] of each year a written account of the Net Sales of Licensed Products, Licensed Processes and Licensed Services made during the prior [***] period [***] and [***], respectively. Licensee must simultaneously with the submission of the reports pay to CMCC DUKE the compensation royalties due and payable under this Agreementon such Net Sales in United States dollars. If no payments shall Reports tendered must include the calculation of royalties by product by country in substantially the format provided in Appendix I. Minimum annual royalties, if any, which are due DUKE for any calendar year must be due, paid by Licensee shall so reportalong with the written report due on [***] of each year.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties due. 86. Names and addresses of all sublicensees of Licensee. 97. Payments received by Licensee from Affiliates and sublicensees. 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: 3.6.1.1 Number of Licensed Products included within Net Sales, listed by country; 3.6.1.2 Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; 3.6.1.3 Qualifying costs to be excluded from the gross consideration, as described in Section 1.16, listed by category of cost; 3.6.1.4 Net Sales of Licensed Products listed by country; 3.6.1.5 A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; 3.6.1.6 Royalties owed to Licensor, listed by category; and 3.6.1.7 The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. In addition, within [*] after the receipt of sublicense fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.6.4 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee. 3.6.5 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or its direct or indirect licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information as reasonably required to enable CMCC confirm the accuracy of the royalties, fees, and payments paid to determine the royalty and other amounts payable to CMCC Licensor under this Agreement. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter, and during ordinary business hours after reasonable advance written notice . Licensee will promptly pay to Licensee, to such records as may be necessary, in Licensor the opinion of such auditor, to determine the correctness amount of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s underpayment determined by the review or HARVARD’saudit, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreementplus accrued interest. If no payments shall be duethe review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee shall so reportwill also promptly pay the costs and expenses of Licensor and or its direct or indirect licensors and accountants in connection with the review or audit.

Reports and Records. 6.1 3.7.1 Licensee must deliver to Licensor within **** after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received, listed by country; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.20, listed by category of cost and by country; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall keeppay the royalties due under Section 3.4 within **** following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within **** after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. 3.7.4 Within **** after the receipt of any fees from any Sublicensee as described in Section ‎3.5, Licensee must deliver to Licensor a report describing the fees received and any permitted deductions under Section 3.5.2 listed by category, together with a payment of the applicable amount due to Licensor pursuant to Section ‎3.5. 3.7.5 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.7.6 Licensee shall maintain and require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for **** after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) 5 years thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by **** or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.7.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.24, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.5.2; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall keeppay the royalties due under Section 3.5 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within [*] after the occurrence of a milestone event described in Section 3.4, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.4. 3.7.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.6. 3.7.5 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.7.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30, for the period January 1st 1 through June 30th 30 of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Marker Panel Products and Licensed Marker Panel Processes manufactured and sold. 52. Aggregate xxxxxxxx for Licensed billxxxx xxx Marker Panel Products and Licensed Marker Panel Processes sold. 63. Accounting for all Marker Panel Products and Marker Panel Processes sold. 4. Applicable deductions. 75. Total royalties due. 86. Names and addresses of all sublicensees Sublicensees of Licensee. 97. Licensed Payments received by Licensee from Affiliates and Sublicensees. 8. Marker Panel Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 9. Consideration (e.g. Royalties and Fees) received from Sublicensees. D. Until the First Commercial Sale of a Marker Panel Product or Marker Panel Process, Licensee shall provide to CMCC at least annually reasonable detail regarding the activities of Licensee and Licensee's Affiliates and Sublicensees relative to achieving the objectives set forth in the Development Plan in a timely manner, including but not limited to, reports of financial expenditures to achieve said objectives, research and development activities, regulatory approvals, strategic alliances and manufacturing, sublicensing and marketing efforts. E. With each such report submitted under subparagraph 6.3submitted, Licensee shall pay to CMCC the compensation royalties due and payable under this Agreement. If no payments royalties shall be due, Licensee shall so report. F. On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide CMCC with Licensee's certified financial statements for the preceding fiscal year, including at a minimum a balance sheet and an operating statement.

Reports and Records. 6.1 Licensee A. LICENSEE shall keep, and shall require its Affiliates and Sublicensees SUBLICENSEES to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at LicenseeLICENSEE’s principal place of business or the principal place of business of the appropriate division of Licensee LICENSEE to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC omits agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring LICENSEE’s regular business hours. 6.3 Licensee C. LICENSEE shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st 1 st through June 30th of the current year, giving such particulars of the business conducted businessconducted by LicenseeLICENSEE, its Affiliates and its Sublicensees SUBLICENSEES under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV abovehereunder. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties duedue based on Net Sales by or for LICENSEE. 6. Names and addressers of all SUBLICENSEES of LICENSEE. 7. Payments received by LICENSEE from Affiliates and SUBLICENSEES. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 9. Royalties and Fees received from SUBLICENSEES. D. Until the First Commercial Sale of a Licensed Product or Licensed Process, LICENSEE shall provide to CMCC at least annually reasonable detail regarding the activities of LICENSEE and LICENSEE’s Affiliates and SUBLICENSEES relative to achieving the objectives set forth in the Development Plan in a timely manner, including but not limited to, reports of financial expenditures to achieve said objectives, research and development activities, regulatory approvals, strategic alliances and manufacturing, sublicensing and marketing efforts. E. With each such report submitted under subparagraph 6.3submitted, Licensee LICENSEE shall pay to CMCC the compensation royalties due and payable under this Agreement. If no payments royalties shall be due, Licensee LICENSEE shall so report. F. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide CMCC with LICENSEE’s certified financial statements for the preceding fiscal year, including at a minimum a balance sheet and an operating statement.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 B. CMCC shall have the rights: (i) commencing after the First Commercial Sale or Licensee agrees entering into the first sublicense hereunder (whichever shall first occur), to permit an auditor selected by CMCC or HARVARD audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein, and reasonably acceptable to Licensee to have access, (ii) at any time during the term of the Agreement, to audit compliance in other respects with this Agreement Agreement; provided that such rights in (i) and for a period of three (3) years thereafterii)above may not be exercised by CMCC more than one time during each calendar year, commencing after the First Commercial Sale or Licensee entering into the first sublicense hereunder (whichever shall first occur).CMCC or its agents shall perform these audits at CMCC's expense upon reasonable prior notice and during ordinary Licensee's regular business hours after reasonable advance written notice to Licensee, hours. Any such agents (including any independent accounting firm performing such audit) shall agree as a condition to such records as may be necessary, audit to maintain the confidentiality of all information of Licensee disclosed or observed in the opinion of connection with such auditor, audit and to determine the correctness of any report and/or disclose to CMCC only whether Licensee shall have complied with its payment made or other obligations under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’sHowever, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and if Licensee shall not have complied with its obligations, such agents may disclose such information to any third partyCMCC the subject of noncompliance or payment due and basis of calculation thereof. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by countryNumber of each of the Licensed Products leased and/or sold. 2. Noncash, nonliquid compensation portions Aggregate gross receipts for each of Gross Compensationthe Licensed Products. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 74. Accounting for all Net Sales of each Licensed Product. 5. Total royalties due. 86. Names and addresses of all sublicensees Sublicensees of Licensee. 97. Payments received by Licensee from Affiliates and Sublicensees. 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.18, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. 3.6.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 12 *Confidential Treatment Requested. CONFIDENTIAL 3.6.5 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.6.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.18, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. 3.6.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.6.5 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.6.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee A. LICENSEE shall keep, and shall require its Affiliates and Sublicensees SUBLICENSEES to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s LICENSEE's principal place of business or the principal place of business of the appropriate division of Licensee LICENSEE to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring LICENSEE's regular business hours. 6.3 Licensee C. LICENSEE shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by LicenseeLICENSEE, its Affiliates and its Sublicensees SUBLICENSEES under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV abovehereunder. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and and. sold. 52. Aggregate xxxxxxxx for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties duedue based on Net Sales by or for LICENSEE. 86. Names and addresses of all sublicensees SUBLICENSEES of LicenseeLICENSEE. 97. Payments received by LICENSEE from Affiliates and SUBLICENSEES: 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.