Common use of REPORTS, RECORDS AND INSPECTION Clause in Contracts

REPORTS, RECORDS AND INSPECTION. 5.1. Subject to Paragraph 8.2, Licensee shall render to RCT, on or before the […***…] or […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) immediately following the first sale of a NANOBODY PRODUCT under this Agreement, and on or before each […***…] and […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) of each calendar year thereafter during the term of this Agreement, a true and complete written report setting forth the following items as they pertain to the CALENDAR HALF-YEAR just ended (for Licensee and its AFFILIATES) and CALENDAR YEAR just ended for PARTNERS (separately stated for each entity and each country): […***…]. A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, and its PARTNERS’ activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES and PARTNERS to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2. Licensee shall keep and maintain complete and accurate books and records in accordance with generally accepted accounting principles sufficient to enable RCT to determine the monies payable to RCT by Licensee under the terms of this Agreement. Licensee shall retain such records for […***…] after the end of the reporting period to which they pertain. Not more than […***…] per calendar year, upon […***…] written notice from RCT to Licensee, Licensee shall make such records available at the location where such records are customarily kept by Licensee to an independent certified public accountant appointed by RCT and reasonably acceptable to Licensee, at any reasonable time during normal business hours, to the extent necessary for RCT to verify the records and payments due under the terms of this Agreement. The books and records in respect of a given CALENDAR HALF-YEAR may only be audited […***…], unless the sales and royalty reports in respect of which the audit is performed are found by the auditors not to be accurate and correct, in which case the records may be audited again until such time that the auditors find that the relevant sales and royalty reports (as amended based on the outcome of the audit) are accurate and correct. […***…]. The auditors shall be allowed to take and to retain copies of the books and records referred to in this Paragraph 5.

REPORTS, RECORDS AND INSPECTION. 5.1. Subject to Paragraph 8.2, Licensee shall render to RCT, on or before the […***…] or […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) immediately following the first sale of a NANOBODY PRODUCT under this Agreement, and on or before each […***…] and […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) of each calendar year thereafter during the term of this Agreement, a true and complete written report setting forth the following items as they pertain to the CALENDAR HALF-YEAR just ended (for Licensee and its AFFILIATES) and CALENDAR YEAR just ended (for PARTNERS PARTNERS) (separately stated for each entity and each country): […***…]. A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, and its PARTNERS’ activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES and PARTNERS to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2. Licensee shall keep and maintain complete and accurate books and records in accordance with generally accepted accounting principles sufficient to enable RCT to determine the monies payable to RCT by Licensee under the terms of this Agreement. Licensee shall retain such records for […***…] after the end of the reporting period to which they pertain. Not more than […***…] per calendar year, upon […***…] written notice from RCT to Licensee, Licensee shall make such records available at the location where such records are customarily kept by Licensee to an independent certified public accountant appointed by RCT and reasonably acceptable to Licensee, at any reasonable time during normal business hours, to the extent necessary for RCT to verify the records and payments due under the terms of this Agreement. The books and records in respect of a given CALENDAR HALF-YEAR may only be audited […***…], unless the sales and royalty reports in respect of which the audit is performed are found by the auditors not to be accurate and correct, in which case the records may be audited again until such time that the auditors find that the relevant sales and royalty reports (as amended based on the outcome of the audit) are accurate and correct. […***…]. The auditors shall be allowed to take and to retain copies of the books and records referred to in this Paragraph 5.

REPORTS, RECORDS AND INSPECTION. 5.1. Subject to Paragraph 8.2, Licensee shall render to RCT, on or before the […***…] or […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) immediately following the first sale of a NANOBODY PRODUCT under this Agreement, and on or before each […***…] and […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) of each calendar year thereafter during the term of this Agreement, a true and complete written report setting forth the following items as they pertain to the CALENDAR HALF-YEAR just ended (for Licensee and its AFFILIATES) and CALENDAR YEAR just ended for PARTNERS […***…] (separately stated for each entity and each country): […***…]. A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, and its PARTNERS’ […***…] activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES and PARTNERS […***…] to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2. Licensee shall keep and maintain complete and accurate books and records in accordance with generally accepted accounting principles sufficient to enable RCT to determine the monies payable to RCT by Licensee under the terms of this Agreement. Licensee shall retain such records for […***…] after the end of the reporting period to which they pertain. Not more than […***…] per calendar year, upon […***…] written notice from RCT to Licensee, Licensee shall make such records available at the location where such records are customarily kept by Licensee to an independent certified public accountant appointed by RCT and reasonably acceptable to Licensee, at any reasonable time during normal business hours, to the extent necessary for RCT to verify the records and payments due under the terms of this Agreement. The books and records in respect of a given CALENDAR HALF-YEAR may only be audited […***…], unless the sales and royalty reports in respect of which the audit is performed are found by the auditors not to be accurate and correct, in which case the records may be audited again until such time that the auditors find that the relevant sales and royalty reports (as amended based on the outcome of the audit) are accurate and correct. […***…]. The auditors shall be allowed to take and to retain copies of the books and records referred to in this Paragraph 5.

REPORTS, RECORDS AND INSPECTION. 5.1. Subject to Paragraph 8.2, Licensee shall render to RCT, on or before the […***…] or […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) immediately following the first sale of a NANOBODY PRODUCT under this Agreement, and on or before each […***…] and […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) of each calendar year thereafter during the term of this Agreement, a true and complete written report setting forth the following items as they pertain to the CALENDAR HALF-YEAR just ended (for Licensee and its AFFILIATES) and CALENDAR YEAR just ended for PARTNERS […***…] (separately stated for each entity and each country): […***…]. A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, and its PARTNERS’ […***…] activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES and PARTNERS […***…] to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2. Licensee shall keep and maintain complete and accurate books and records in accordance with generally accepted accounting principles sufficient to enable RCT to determine the monies payable to RCT by Licensee under the terms of this Agreement. Licensee shall retain such records for […***…] after the end of the reporting period to which they pertain. Not more than […***…] per calendar year, upon […***…] written notice from RCT to Licensee, Licensee shall make such records available at the location where such records are customarily kept by Licensee to an independent certified public accountant appointed by RCT and reasonably acceptable to Licensee, at any reasonable time during normal business hours, to the extent necessary for RCT to verify the records and payments due under the terms of this Agreement. The books and records in respect of a given CALENDAR HALF-YEAR may only be audited […***…], unless the sales and royalty reports in respect of which the audit is performed are found by the auditors not to be accurate and correct, in which case the records may be audited again until such time that the auditors find that the relevant sales and royalty reports (as amended based on the outcome of the audit) are accurate and correct. […***…]. The auditors shall be allowed to take and to retain copies of the books and records referred to in this Paragraph 5.

REPORTS, RECORDS AND INSPECTION. 5.1. Subject to Paragraph 8.2, Licensee shall render to RCT, on On or before the date […***…] or […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) immediately following after the end of the CALENDAR QUARTER in which the first sale of a NANOBODY PRODUCT under this Agreementoccurs, and on or before each […***…] and […***…] (for Licensee and its AFFILIATES) and […***…] (for PARTNERS) of each calendar year thereafter during the term of this A&R Agreement, Licensee must provide to RCT a true and complete written report setting forth the following items as they pertain to the CALENDAR HALF-YEAR QUARTER just ended ended: (for Licensee and its AFFILIATESa) and CALENDAR YEAR just ended for PARTNERS (separately stated for each entity and each country): […***…]; (b) [***]; (c) [***]; (d) [***]; (e) [***]; and (f) [***]. A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, and its PARTNERS’ activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report[***]. Licensee shall must require its AFFILIATES and PARTNERS each Sublicensee to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2. Licensee shall must keep and maintain complete and accurate books and records in accordance with generally accepted accounting principles sufficient to enable RCT to determine the monies payable to RCT by Licensee under the terms of this A&R Agreement. Licensee shall must retain such those records for […***…] after the end of the reporting period to which they pertain. Not more than […***…] once per calendar year, upon […***…] written notice from RCT to Licensee, Licensee shall must make such records available at the location where such records are customarily kept by Licensee to for inspection and copying by an independent certified public accountant appointed by RCT and reasonably acceptable to Licensee, at any reasonable time during normal business hours, to the extent necessary for RCT to verify the records and payments due under the terms of this A&R Agreement. The books and records in respect of a given CALENDAR HALF-YEAR QUARTER may only be audited […***…]once, unless the sales and royalty reports in respect of which the audit is performed are found by the auditors not to be accurate and correct, in which case the records may be audited again until such time that the auditors find that the relevant sales and royalty reports (as amended based on the outcome of the audit) are accurate and correct. Apart from disclosure to RCT as permitted below, the auditors must retain all information, and all copies of documents, obtained in the course of the audit in the strictest confidence. The auditors may disclose to RCT in reasonable detail the auditors’ determination of the amounts properly reported under Paragraph 5.1, whether there is any discrepancy between those amounts and the amounts reported by Licensee, and the reasons for any discrepancy. RCT must bear the cost of the audit, unless the auditor finds that royalties for any CALENDAR QUARTER have been underpaid by more than […***…]] in which case Licensee must reimburse RCT for all reasonable costs incurred by RCT in connection with the audit within [***] after Licensee’s receipt from RCT of the invoice for that audit. The Licensee must require its AFFILIATES and each Sublicensee to keep such books and records to enable Licensee to comply with this Paragraph. Licensee must require its AFFILIATES and each Sublicensee to permit RCT’s auditors shall be allowed to take and to retain copies of inspect the books and records referred to in of such AFFILIATES and each Sublicense as provided under this Paragraph. 5.3. For [***] after the date of the termination or expiration of this A&R Agreement, RCT must maintain the confidentiality of Licensee's information received or obtained from Licensee under this A&R Agreement through the Paragraph 5.1 report or through RCT’s audit under Paragraph 5.